Other Information
−Removed: Consistent with Item 408 of Regulation S-K, the following table reflects Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408) entered into by any director or officer (as defined in Rule 16a-1(f) of the Exchange Act) during the quarter ended March 31, 2024.
−Removed: NORTHROP GRUMMAN CORPORATION
+Added: Consistent with Item 408 of Regulation S-K, the following table reflects Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408) entered into by any director or officer (as defined in Rule 16a-1(f) of the Exchange Act) during the quarter ended June 30, 2024.
(Title) Type of Trading Arrangement Date of Adoption
1 unchanged sentence
Aggregate Number of Securities to Be Purchased or Sold
−Removed: Rule 10b5-1 Trading Arrangement March 7, 2024 Until March 5, 2025 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
−Removed: Sale of 4,167 shares of common stock
−Removed: Gift of 731 shares of common stock
−Removed: (Corporate Vice President and President, Aeronautics Systems)
−Removed: Rule 10b5-1 Trading Arrangement February 16, 2024 Until February 14, 2025 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
−Removed: Sale of 799.58 shares of common stock
−Removed: (Corporate Vice President and President, Defense Systems)
−Removed: Rule 10b5-1 Trading Arrangement
−Removed: March 5, 2024 Until March 5, 2025 or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution) or the occurrence of such other termination events as specified in the plan.
+Added: Rule 10b5-1 Trading Arrangement May 30, 2024 Until August 29, 2025 or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan.
Sale of 397 shares of common stock
−Removed: Sale of shares to be received upon payout of 2022 RPSRs and RSRs (1)
−Removed: (Corporate Vice President and General Counsel)
−Removed: (1) The aggregate number of shares to be sold will depend, in part, on future company performance.
NORTHROP GRUMMAN CORPORATION
−Removed: Twelfth Supplemental Indenture, dated as of January 31, 2024, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed January 31, 2024, File No.
−Removed: F orm of 4.600% Senior Note due 2029 (included in Exhibit 4.1) (inc orporated by reference to Exhibit 4.2 to Form 8-K filed January 31, 2024, File No.
−Removed: F orm of 4.900% Senior N ote due 20 34 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 to Form 8-K filed January 31, 2024, File No.
−Removed: F orm of 5.200% Senior Note due 2054 (included in Exhibit 4.1) (incorporate d by reference to Exh ibit 4.4 to Form 8-K filed January 31, 2024, File No.
−Removed: 202 4 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 202 4 Restricted Stock Rights Granted under the 2011 Long-Term Incentive Stock Plan
−Removed: 2024 Restricted Performance Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 202 4 Restricted Performance Stock Rights Granted under the 2011 Long-Term Incentive Stock Plan
−Removed: Northrop Grumman 2006 Annual Incentive Plan and Incentive Compensation Plan, as amended and restated effective January 1, 2024
+Added: R estated Certificate of Incorporation of Northrop Grumman Corporation, dated May 15, 2024 (incorporated by reference to Exhibit 3.1 to Form 8-K filed May 16, 202 4, File No.
+Added: N orthrop Grumman 2024 Long-Ter m Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 16, 2024, File No.
+Added: N orthrop Grumman Corporation Equit y Grant Program for Non-Employee Directors under the Northrop Grumman 2024 Long -Term Incentive Stock Plan , A mended and R estated effective May 15, 2024
+Added: N on-Employee Director Compensation Term Sheet, effective May 15, 2024
*15 Letter from Independent Registered Public Accounting Firm
7 unchanged sentences
Keffer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: *101 Northrop Grumman Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted as inline XBRL (Extensible Business Reporting Language):
+Added: *101 Northrop Grumman Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted as inline XBRL (Extensible Business Reporting Language):
(i) the Cover Page, (ii) Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
11 unchanged sentences
(Principal Accounting Officer)
−Removed: April 24, 2024
+Added: July 24, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.