NORTHROP GRUMMAN CORP /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Definitive Proxy Statement

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Northrop Grumman Corporation

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Our Values

Our Values form the foundation of our pioneering culture and enable us to deliver for our shareholders. Our Values define our operating principles as we face an increasingly complex world. They reflect who we are and how we behave, and they articulate what is important to us.

For more information about our Values, please visit our website at www.northropgrumman.com/who-we-are/our-values.

Letter from the Board of Directors

Dear Fellow Shareholders,

We invite you to participate in Northrop Grumman Corporation’s 2026 Annual Meeting of Shareholders on Wednesday, May 20, 2026, beginning at 8:00 a.m. ET. The accompanying Proxy Statement explains more about the matters to be voted on at the Annual Meeting, proxy voting instructions, and other information regarding participation.

Northrop Grumman remains steadfast in our mission to deliver the advanced, cutting-edge solutions the United States and its allies need today as we face increasingly complex national security challenges. By combining deep technical expertise, sustained investment, and the capacity to design, produce, and field capabilities at speed, we are committed to enabling our customers’ most urgent and important global security missions.

Centered on technology leadership, a laser focus on performance and deploying capital in value-creating ways, our business strategy is designed to generate sustained growth and long-term shareholder value by aligning our robust and diverse portfolio of capabilities with our customers’ national security priorities. In 2025, sales increased 2 percent to $42 billion, as compared with $41 billion in 2024, and organic sales* grew by 3 percent, reflecting strong execution across our portfolio.

Ending the year with a record backlog of $95.7 billion, we generated approximately $4.8 billion in operating cash flow and $3.3 billion in free cash flow*, reflecting an increase of 8 percent and 26 percent, respectively. These results further support the investments we have made in capacity and capability over the last several years, enabling us to deliver with urgency against our customers’ highest priorities– all while strengthening our nation and company for the future.

Our success is powered by a highly skilled and dedicated workforce, whose expertise, commitment to our values, and integrity enable Northrop Grumman to achieve excellence for our customers. With a strong foundation, clear strategic priorities, robust global demand and sustained momentum, we remain confident that we will continue to deliver for our customers and shareholders in 2026 and beyond.

*This metric is a non-GAAP financial measure. For more information, see ”Appendix A - Use of Non-GAAP Financial Measures.”

Letter from the Board of Directors

Your vote is important, and we value receiving feedback from our shareholders.

On behalf of the entire leadership team, thank you for your continued support of Northrop Grumman.

Sincerely,

Notice of 2026 Annual Meeting of Shareholders

Voting Items

Shareholders will also act on any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors. The Annual Meeting will be conducted exclusively online through a live webcast in order to facilitate shareholder attendance and participation. You can find detailed instructions on how to attend on page 97 of this Proxy Statement.

Your vote is important. Please promptly submit your vote by internet or telephone, or by signing, dating and returning a proxy card or voting instruction form in the postage-prepaid envelope provided so that your shares will be represented and voted at the meeting. A paper copy of the proxy materials may be obtained by logging on towww.proxyvote.com and following the instructions given.

By order of the Board of Directors,

Jennifer C. McGarey

Corporate Vice President and Secretary

Table of Contents

Table of Contents

• Inside Front Cover

Northrop Grumman: Defining Possible

We solve the toughest problems

Northrop Grumman Corporation (NYSE: NOC) is a leading global aerospace and defense technology company. We deliver a broad range of products, services and solutions to United States (U.S.) and international customers, and principally to the U.S. Department of War and intelligence community. Our broad portfolio is aligned to support national security priorities and our solutions equip our customers with capabilities they need to connect, protect and advance humanity.

A pioneering vision for the future

Northrop Grumman is a leading provider of space systems, military aircraft, missile defense, advanced weapons and long-range fires capabilities, mission systems, networking and communications, strategic deterrence systems, and breakthrough technologies, such as advanced computing, microelectronics and cyber. We are focused on competing and winning programs that enable continued growth, performing on our commitments and affordably delivering capabilities our customers need.

At Northrop Grumman, our exceptional team combines its extraordinary depth of knowledge with a pioneering mentality to define — and redefine — what's possible. With the investments we've made in advanced technologies, combined with our talented workforce and digital transformation capabilities, Northrop Grumman is well positioned to meet our customers' needs today and in the future.