Business Context and Reporting Period
This Form 8-K Current Report was filed by Northrop Grumman Corporation on August 19, 2026. The filing discloses a specific corporate governance event regarding executive compensation approved by the independent members of the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a non-financial executive compensation event.
Material Changes
The material change reported is the approval of a one-time performance-based equity grant for Kathy J. Warden, Chair, Chief Executive Officer, and President. The award details are as follows:
- Award Type: Market Stock Units (MSUs).
- Target Quantity: 35,910 MSUs.
- Payout Range: 0% to 150% of the target.
- Performance Period: Ends December 31, 2031.
- Performance Metric: Absolute stock price appreciation or depreciation.
- Thresholds:
- 0% payout if stock price depreciates by more than 25%.
- Target payout requires at least 10% appreciation.
- 150% payout if stock price appreciates by 50% or more.
- Condition: Subject to Ms. Warden's continued service through the performance period.
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, outlook, or general risk factors. The primary contingency noted is that the equity award is contingent upon Ms. Warden's continued employment with the Company through the end of the performance period in 2031.
Investor Verification Checklist
- Verify the specific terms of the Market Stock Units Grant Agreement referenced in the filing.
- Confirm the current stock price of Northrop Grumman (NOC) to assess the baseline for the 10% appreciation target.
- Review the Company's historical stock price volatility to evaluate the probability of achieving the 50% appreciation threshold for the 150% payout.
- Monitor future filings for any changes in Ms. Warden's employment status prior to December 31, 2031.