HII EVP Eric Chewning reports equity awards, tax withholding

Huntington Ingalls Industries EVP Eric D. Chewning reported equity awards and related tax withholding transactions.

Rhea-AI Filing Summary

Huntington Ingalls Industries EVP Eric D. Chewning reported equity awards and related tax withholding transactions. He acquired 4,782 shares of common stock on February 25, 2026 as a grant/award and ended with 3,481.067 common shares directly owned after shares were withheld for taxes.

On the same date, he also acquired 688 Restricted Stock Rights under the 2022 Long-Term Incentive Stock Plan. These Restricted Stock Rights vest in three equal annual installments over three years and each represents a contingent right to receive one share of common stock, cash, or a combination, at the company’s discretion.

Footnotes explain that some shares were issued upon settlement of restricted performance stock rights for a performance period that ended on December 31, 2025, and that 1,905.599 common shares were withheld by the issuer to cover tax liabilities related to these awards.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Chewning Eric D.

Role EVP, Maritime Sys & Corp STR

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Rights	688	$0.00	$0.00
Grant/Award	Common Stock	4,782	$435.58	$2.08M
Exercise Price or Tax Liability	Common Stock	1,905.599	$435.58	$830K

Holdings After Transaction: Restricted Stock Rights — 2,512.625 contracts (Direct); Common Stock — 3,481.067 shares (Direct)

Footnotes (3)

1. F1. Shares issued upon settlement of restricted performance stock rights ("RPSRs") for the performance period that ended on 12/31/2025.
2. F2. Shares withheld by issuer for payment of withholding taxes on RPSRs.
3. F3. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Company common stock, or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock. The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") on 2/25/26 and vest ratably in three equal installments upon each of the first, second, and third anniversaries of the grant date.

FAQ

What insider transactions did HII executive Eric D. Chewning report on this Form 4?

Eric D. Chewning reported acquiring equity awards and related tax-withholding dispositions. He received 4,782 shares of common stock and 688 Restricted Stock Rights on February 25, 2026, while 1,905.599 common shares were withheld by the issuer to cover tax liabilities from restricted performance stock rights.

How many Huntington Ingalls (HII) common shares did Eric D. Chewning hold after these transactions?

After the February 25, 2026 transactions, Eric D. Chewning directly owned 3,481.067 shares of Huntington Ingalls common stock. This reflects equity awards granted that day minus 1,905.599 shares withheld by the issuer to satisfy tax obligations related to restricted performance stock rights settlements.

What Restricted Stock Rights did HII grant to Eric D. Chewning in this filing?

Huntington Ingalls granted Eric D. Chewning 688 Restricted Stock Rights on February 25, 2026. Each right is a contingent claim to one share of common stock, cash, or a combination, and vests in three equal annual installments under the company’s 2022 Long-Term Incentive Stock Plan.

Why were some HII shares disposed of in Eric D. Chewning’s Form 4?

The disposition of 1,905.599 Huntington Ingalls common shares was a tax-withholding transaction. The issuer withheld these shares to pay withholding taxes arising from the settlement of restricted performance stock rights, rather than an open-market sale by the executive.

What performance period was related to the restricted performance stock rights settled for HII’s Eric D. Chewning?

The restricted performance stock rights that generated share issuance and tax withholding for Eric D. Chewning covered a performance period ending December 31, 2025. Shares were issued upon settlement of these awards, and some were withheld by the issuer to satisfy associated tax liabilities.

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Accepted by SEC EDGAR 02/27/2026 - 04:19 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chewning Eric D.

(Last) (First) (Middle)

C/O HUNTINGTON INGALLS INDUSTRIES, INC.

4101 WASHINGTON AVE.

(Street)

NEWPORT NEWS VA 23607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON INGALLS INDUSTRIES, INC. [ HII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Maritime Sys & Corp STR

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		4,782(1)	A	$435.58	5,386.666	D
Common Stock	02/25/2026		F		1,905.599(2)	D	$435.58	3,481.067	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Rights	(3)	02/25/2026		A		688		(3)	(3)	Common Stock	688	$0	2,512.625	D

Explanation of Responses:

1. Shares issued upon settlement of restricted performance stock rights ("RPSRs") for the performance period that ended on 12/31/2025.

2. Shares withheld by issuer for payment of withholding taxes on RPSRs.

3. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Company common stock, or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock. The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") on 2/25/26 and vest ratably in three equal installments upon each of the first, second, and third anniversaries of the grant date.

Remarks:

	/s/ Tiffany M. King, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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