Item 5. Other Information
Item 5. Other Information
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, 2025.
Name
(Title) Type of Trading Arrangement Date of Adoption
Expiration Date of Trading Arrangement
Aggregate Number of Securities to Be Purchased or Sold
Kathy J. Warden
Rule 10b5-1 Trading Arrangement March 6, 2025 Until January 30, 2026 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 11,250 shares of common stock
(Chair, Chief Executive Officer and President)
Robert J. Fleming
Rule 10b5-1 Trading Arrangement March 10, 2025 Until December 31, 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 3,500 shares of common stock
(Corporate Vice President and President, Space Systems)
Thomas H. Jones
Rule 10b5-1 Trading Arrangement February 26, 2025 Until February 11, 2026 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.
Gift of 616 shares of common stock
Sale of 2,187 shares of common stock
(Corporate Vice President and President, Aeronautics Systems)
Roshan S. Roeder
Rule 10b5-1 Trading Arrangement February 11, 2025 Until February 4, 2026 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 991.8 shares of common stock
Sale of shares to be received upon payout of 2023 RSRs
(Corporate Vice President and President, Mission Systems)
Kathryn G. Simpson
Rule 10b5-1 Trading Arrangement February 28, 2025 Until March 6, 2026 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 779 shares of common stock
Sale of shares to be received upon payout of 2023 RPSRs (1) and RSRs
(Corporate Vice President and General Counsel)
(1) The aggregate number of shares to be sold will depend, in part, on future company performance.
-34-
Table of Contents
NORTHROP GRUMMAN CORPORATION
Item 6. Exhibits
*+10.1
202 5 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 202 5 Restricted Stock Rights Granted under the 20 24 Long-Term Incentive Stock Plan
*+10.2
202 5 Restricted Performance Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 202 5 Restricted Performance Stock Rights Granted under the 20 2 4 Long-Term Incentive Stock Plan
*+10.3
Severance Plan for Elected and Appointed Officers of Northrop Grumman Corporation, as amended and restated effective F ebruary 18, 2025
*+10.4
G ro up Personal Excess Liability Policy, effective as of January 1, 2025
*15 Letter from Independent Registered Public Accounting Firm
*31.1 Certification of Kathy J. Warden pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Kenneth B. Crews pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**32.1 Certification of Kathy J. Warden pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**32.2 Certification of Kenneth B. Crews pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*101 Northrop Grumman Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, 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, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) Other Information. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Management contract or compensatory plan or arrangement
* Filed with this report
** Furnished with this report
-35-
Table of Contents
NORTHROP GRUMMAN CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHROP GRUMMAN CORPORATION
(Registrant)
By:
/s/ Michael A. Hardesty
Michael A. Hardesty
Corporate Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Date: April 21, 2025
-36-