ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On August 19, 2026, the independent members of the Board of Directors of Northrop Grumman Corporation (the "Company") approved a one-time grant of performance-based equity to Kathy J. Warden, Chair, Chief Executive Officer and President. This award recognizes and is intended to sustain Ms. Warden's critical leadership contributions and strengthens alignment of her interests with those of the Company's shareholders and customers.
A range from 0% to 150% of the target 35,910 Market Stock Units ("MSUs") may be earned based on the Company's absolute stock price appreciation or depreciation over a performance period ending December 31, 2031, with 0% payout if more than 25% depreciation and 150% payout if 50% or more appreciation. To earn a target award, the stock price must appreciate by at least 10%. The award is generally subject to Ms. Warden's continued service to the Company through the performance period.
The award is subject to the terms and conditions of the applicable Market Stock Units Grant Agreement.