Northrop Grumman Corporation filed an 8-K with the Securities and Exchange Commission on August 21, 2026, disclosing that its Board of Directors approved a one-time performance-based equity grant to Chair, Chief Executive Officer and President Kathy J. Warden on August 19, 2026.

Key Highlights

  • Grant recipient: Kathy J. Warden, Chair, Chief Executive Officer and President of Northrop Grumman Corporation.
  • Award type: A one-time grant of Market Stock Units (MSUs), described as performance-based equity.
  • Target units: 35,910 MSUs, with a payout range of 0% to 150% of that target.
  • Performance period: Ends December 31, 2031, based on the Company's absolute stock price appreciation or depreciation.
  • Payout thresholds: 0% payout if stock price depreciates more than 25%; 150% payout if stock price appreciates 50% or more; target payout requires at least 10% appreciation.
  • Service condition: The award is generally subject to Ms. Warden's continued service through the performance period.

Details of the Kathy Warden MSU Grant and Performance Terms

According to the filing, the independent members of Northrop Grumman's Board of Directors approved the award on August 19, 2026, under Item 5.02 of Form 8-K, which covers compensatory arrangements of certain officers. The company disclosed that the grant "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."

The filing states that the number of MSUs actually earned will depend on Northrop Grumman's absolute stock price performance over a period ending December 31, 2031. Specifically, the company disclosed that 0% of the target units will be paid out if the stock depreciates by more than 25%, while 150% of the target 35,910 MSUs will be paid out if the stock appreciates by 50% or more. Earning the target award requires stock price appreciation of at least 10%, according to the filing.

The filing notes that the award is subject to the terms and conditions of the applicable Market Stock Units Grant Agreement and is generally conditioned on Ms. Warden's continued service to the Company through the end of the performance period. The 8-K was signed by Jennifer C. McGarey, Corporate Vice President and Secretary, and filed on August 21, 2026. Northrop Grumman's common stock trades on the New York Stock Exchange under the symbol NYSE:NOC.

What Was Disclosed

Northrop Grumman disclosed a one-time performance-based MSU grant of up to 150% of a target 35,910 units to CEO Kathy J. Warden, with payouts tied to absolute stock price performance through December 31, 2031, and conditioned on her continued service.