Huntington Ingalls (HII) EVP reports restricted stock vesting and tax share withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Eric D. Chewning reported equity award activity involving restricted stock rights and common shares. On 2/26/26, he exercised 306.778 Restricted Stock Rights, receiving an equivalent 306.778 shares of common stock at a stated price of $443 per share. After this conversion, he held 3,787.845 common shares directly. On the same date, 138.357 common shares were withheld by the company at $443 per share to cover withholding taxes on vested restricted stock rights, leaving him with 3,649.488 common shares held directly.

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^*

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)
02/26/2026

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	02/26/2026		M		306.778	A	$443	3,787.845	D
Common Stock	02/26/2026		F		138.357(1)	D	$443	3,649.488	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	(2)	02/26/2026		M			306.778	(2)	(2)	Common Stock	306.778	$0	2,205.847	D

Explanation of Responses:

1. Shares withheld by issuer for the payment of withholding taxes on restricted stock rights ("RSRs") that vested on 2/26/26.

2. 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 2/26/24 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	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Eric D. Chewning reported the vesting and exercise of 306.778 Restricted Stock Rights into 306.778 shares of Huntington Ingalls Industries common stock, plus a related tax-withholding share disposition, all dated 2/26/26 and held as direct ownership.

How many Huntington Ingalls (HII) shares did Eric Chewning acquire in this filing?

Chewning acquired 306.778 shares of Huntington Ingalls common stock through the exercise of 306.778 Restricted Stock Rights. These rights converted into an equivalent number of shares at a stated price of $443 per share on 2/26/26.

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

A total of 138.357 Huntington Ingalls common shares were withheld by the company to pay withholding taxes on Restricted Stock Rights that vested on 2/26/26. This is recorded as a tax-withholding disposition, not an open-market sale.

What is Eric Chewning’s direct HII share ownership after these transactions?

Following the reported transactions, Eric D. Chewning directly owned 3,649.488 shares of Huntington Ingalls Industries common stock. This reflects both the shares received from exercising Restricted Stock Rights and the shares withheld to satisfy tax obligations.

How do HII Restricted Stock Rights work in Eric Chewning’s award?

Each Restricted Stock Right represents a contingent right to receive one share of Huntington Ingalls common stock, or cash or a combination, under the 2022 Long-Term Incentive Stock Plan. The award granted on 2/26/24 vests in three equal annual installments.

Are Eric Chewning’s HII transactions open-market buys or equity award events?

The reported transactions are equity award events, not open-market purchases. They reflect the exercise of Restricted Stock Rights and company share withholding for taxes in connection with vested long-term incentive awards granted under the 2022 plan.