UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 2, 2025, Northrop Grumman Corporation (the “Company”) entered into a credit agreement (the “Credit Agreement”), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company obtained a five-year senior unsecured revolving credit facility in an aggregate principal amount of $3 billion (the “Revolving Credit Facility”). The Revolving Credit Facility replaces the Company’s five-year revolving credit facility in an aggregate principal amount of $2.5 billion entered into on August 23, 2022. The Revolving Credit Facility is intended to support the Company’s commercial paper program and other general corporate purposes.
The Credit Agreement contains customary terms and conditions, including covenants restricting, subject to customary exceptions, the ability of the Company to sell its consolidated assets substantially as an entirety or merge or consolidate with another entity and the ability of the Company and its subsidiaries to incur liens.
The Credit Agreement also requires the Company not to permit the ratio of its consolidated debt to capitalization (determined in accordance with the Credit Agreement) to exceed 65 percent. The Credit Agreement contains customary events of default (subject to applicable grace and notice periods), including defaults based on (1) the nonpayment of principal, interest or fees when due, (2) incorrectness of representations and warranties in any material respect, (3) the failure to observe or perform any other covenant or agreement contained in the Credit Agreement, (4) cross-defaults to certain material debt resulting in the acceleration of the maturity thereof or failure to pay such debt when due, (5) certain bankruptcy and insolvency events, (6) certain material judgment events, (7) certain events occurring under the Employee Retirement Income Security Act and (8) a change of control.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto. Some of the lenders under the Credit Agreement or their respective affiliates have from time to time performed various financial services for the Company, including advisory, commercial banking, investment banking and hedging services, in the ordinary course of their respective businesses.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Credit Agreement, dated as of September 2, 2025, among Northrop Grumman Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHROP GRUMMAN CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Jennifer C. McGarey | |
| Jennifer C. McGarey | ||
| Corporate Vice President and Secretary | ||
Date: September 2, 2025