=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-04
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
--- Reporting Owner ---
Name: WELSH MARK A III
CIK: 0001692554
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -1 | Price: $566.60
Total Value: $566.60
Shares Owned After: 4,215 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[Transaction #2]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -5 | Price: $568.75
Total Value: $2,843.75
Shares Owned After: 4,210 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F2] Represents the weighted average sale price of $568.75 rounded to the nearest hundredth. The highest price at which the shares were sold was $568.92 and the lowest price at which the shares were sold was $568.49. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #3]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -9 | Price: $569.49
Total Value: $5,125.41
Shares Owned After: 4,201 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F3] Represents the weighted average sale price of $569.49 rounded to the nearest hundredth. The highest price at which the shares were sold was $569.97 and the lowest price at which the shares were sold was $569.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #4]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -43 | Price: $570.47
Total Value: $24,530.21
Shares Owned After: 4,158 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F4] Represents the weighted average sale price of $570.47 rounded to the nearest hundredth. The highest price at which the shares were sold was $570.84 and the lowest price at which the shares were sold was $570.25. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #5]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -3 | Price: $571.74
Total Value: $1,715.22
Shares Owned After: 4,155 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F5] Represents the weighted average sale price of $571.74 rounded to the nearest hundredth. The highest price at which the shares were sold was $571.98 and the lowest price at which the shares were sold was $571.32. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #6]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -6 | Price: $572.72
Total Value: $3,436.32
Shares Owned After: 4,149 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F6] Represents the weighted average sale price of $572.72 rounded to the nearest hundredth. The highest price at which the shares were sold was $572.98 and the lowest price at which the shares were sold was $572.51. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #7]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -14 | Price: $573.51
Total Value: $8,029.14
Shares Owned After: 4,135 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F7] Represents the weighted average sale price of $573.51 rounded to the nearest hundredth. The highest price at which the shares were sold was $573.80 and the lowest price at which the shares were sold was $573.14. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #8]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -2 | Price: $574.51
Total Value: $1,149.02
Shares Owned After: 4,133 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F8] Represents the weighted average sale price of $574.51 rounded to the nearest hundredth. The highest price at which the shares were sold was $574.66 and the lowest price at which the shares were sold was $574.35. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #9]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -4 | Price: $575.59
Total Value: $2,302.36
Shares Owned After: 4,129 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F9] Represents the weighted average sale price of $575.59 rounded to the nearest hundredth. The highest price at which the shares were sold was $575.99 and the lowest price at which the shares were sold was $575.38. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #10]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -7 | Price: $576.38
Total Value: $4,034.66
Shares Owned After: 4,122 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
[F10] Represents the weighted average sale price of $576.38 rounded to the nearest hundredth. The highest price at which the shares were sold was $576.87 and the lowest price at which the shares were sold was $576.03. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
[Transaction #11]
Security: Common Stock
Date: 2026-05-04 | Code: S (Open market sale)
Shares: -1 | Price: $577.05
Total Value: $577.05
Shares Owned After: 4,121 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
--- Footnotes (Complete Index) ---
F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2025.
F10: Represents the weighted average sale price of $576.38 rounded to the nearest hundredth. The highest price at which the shares were sold was $576.87 and the lowest price at which the shares were sold was $576.03. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F2: Represents the weighted average sale price of $568.75 rounded to the nearest hundredth. The highest price at which the shares were sold was $568.92 and the lowest price at which the shares were sold was $568.49. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F3: Represents the weighted average sale price of $569.49 rounded to the nearest hundredth. The highest price at which the shares were sold was $569.97 and the lowest price at which the shares were sold was $569.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F4: Represents the weighted average sale price of $570.47 rounded to the nearest hundredth. The highest price at which the shares were sold was $570.84 and the lowest price at which the shares were sold was $570.25. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F5: Represents the weighted average sale price of $571.74 rounded to the nearest hundredth. The highest price at which the shares were sold was $571.98 and the lowest price at which the shares were sold was $571.32. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F6: Represents the weighted average sale price of $572.72 rounded to the nearest hundredth. The highest price at which the shares were sold was $572.98 and the lowest price at which the shares were sold was $572.51. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F7: Represents the weighted average sale price of $573.51 rounded to the nearest hundredth. The highest price at which the shares were sold was $573.80 and the lowest price at which the shares were sold was $573.14. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F8: Represents the weighted average sale price of $574.51 rounded to the nearest hundredth. The highest price at which the shares were sold was $574.66 and the lowest price at which the shares were sold was $574.35. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
F9: Represents the weighted average sale price of $575.59 rounded to the nearest hundredth. The highest price at which the shares were sold was $575.99 and the lowest price at which the shares were sold was $575.38. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
--- Signature ---
/s/ /s/ Jennifer C. McGarey, Attorney-in-Fact (2026-05-05)
