HII (HII) CFO receives stock awards and tax-withheld shares

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Thomas E. Stiehle reported equity compensation activity. On February 25, 2026, he was granted 1,239 Restricted Stock Rights, each representing a contingent right to one share of common stock under the 2022 Long-Term Incentive Stock Plan, vesting in three equal annual installments.

On the same date, he acquired 8,440 shares of common stock at $435.58 per share upon settlement of restricted performance stock rights for a performance period that ended on December 31, 2025. To cover withholding taxes on these performance awards, 3,806.44 shares of common stock were disposed of at $435.58 per share. After these transactions, he directly owned 29,156.742 shares of common stock.

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

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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^*

Stiehle Thomas E.

(Last) (First) (Middle)

4101 WASHINGTON AVENUE

(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)
	Ex. VP and CFO

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		8,440(1)	A	$435.58	32,963.182	D
Common Stock	02/25/2026		F		3,806.44(2)	D	$435.58	29,156.742	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		1,239		(3)	(3)	Common Stock	1,239	$0	4,499.422	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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FAQ

What equity awards did HII executive Thomas E. Stiehle report on this Form 4 for HII?

Thomas E. Stiehle reported a grant of 1,239 Restricted Stock Rights and the acquisition of 8,440 shares of Huntington Ingalls Industries common stock, both dated February 25, 2026, as part of long-term incentive and performance-based compensation programs.

How many Huntington Ingalls Industries (HII) shares did the CFO acquire and at what price?

He acquired 8,440 shares of HII common stock at a reported price of $435.58 per share. These shares were issued upon settlement of restricted performance stock rights for a performance period ending December 31, 2025.

Why were some Huntington Ingalls Industries (HII) shares disposed of in this Form 4?

3,806.44 shares of HII common stock were disposed of to satisfy withholding tax obligations. The filing states these shares were withheld by the issuer for payment of withholding taxes on the settled restricted performance stock rights.

What are the vesting terms of the Restricted Stock Rights granted to the HII CFO?

Each of the 1,239 Restricted Stock Rights granted on February 25, 2026, vests ratably in three equal installments. Vesting occurs on the first, second, and third anniversaries of the grant date under the 2022 Long-Term Incentive Stock Plan.

How many Huntington Ingalls Industries (HII) shares does Thomas E. Stiehle own after these transactions?

Following the reported transactions on February 25, 2026, Thomas E. Stiehle directly owned 29,156.742 shares of Huntington Ingalls Industries common stock, as reflected in the Form 4 ownership figures after the tax-withholding disposition.

Are the equity transactions for HII’s CFO open-market buys or part of compensation plans?

The reported transactions are part of compensation arrangements. Shares were issued upon settlement of restricted performance stock rights and as Restricted Stock Rights grants, with a portion of shares withheld to cover tax liabilities, rather than open-market purchases.