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, 2026.
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 February 13, 2026 January 29, 2027 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 25,000 shares of common stock
(Chair, Chief Executive Officer and President)
Michael A. Hardesty
Rule 10b5-1 Trading Arrangement February 20, 2026 March 12, 2027 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 1,036 shares of common stock
Sale of shares to be received upon payout of 2024 RSRs and RPSRs (1)
(Corporate Vice President, Controller, and Chief Accounting Officer)
Thomas H. Jones
Rule 10b5-1 Trading Arrangement February 25, 2026 February 5, 2027 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 526 shares
Sale of shares received upon payout of 2023 RSRs and RPSRs
(Corporate Vice President and President, Aeronautics Systems Sector)
(1) The aggregate number of shares to be sold will depend, in part, on future company performance.
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NORTHROP GRUMMAN CORPORATION
Item 6. Exhibits
*+10.1
2026 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2026 Restricted Stock Rights Granted under the 2024 Long-Term Incentive Stock Plan
*+10.2
2026 Restricted Performance Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2026 Restricted Performance Stock Rights Granted Under the 2024 Long-Term Incentive Stock Plan
*+10.3
2026 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2026 Restricted Stock Rights Granted to Kathy J. Warden under the 2024 Long-Term Incentive Stock Plan
*+10.4
2026 Restricted Performance Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2026 Restricted Performance Stock Rights Granted to Kathy J. Warden under the 2024 Long-Term Incentive Stock Plan
*+10.5
Special 2026 Restricted Stock Rights Grant Agreement Specifying Terms and Conditions Applicable to 2026 Restricted Stock Rights Granted to John T. Greene Under the 2024 Long-Term Incentive Stock Plan
*+10.6
Group Personal Excess Liability Policy, effective as of January 1, 202 6
*+10.7 Form of Indemnification Agreement between Northrop Grumman Corporation and its directors and executive officers
*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 John T. Greene 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 John T. Greene 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, 2026, 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
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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 20, 2026
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