Huntington Ingalls (HII) officer exercises stock rights and withholds shares for taxes

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Chad N. Boudreaux exercised restricted stock rights and had shares withheld for taxes. On 2/26/26, 414.933 Restricted Stock Rights converted into the same number of common shares at an exercise price of $0. Of these, 187.135 common shares were automatically withheld by the company at $443 per share to cover tax obligations, a non-open-market, tax-withholding disposition. The remaining shares increased his directly held 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^*

Boudreaux Chad N.

(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 & Chief Legal Officer

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		414.933	A	$443	24,947.165	D
Common Stock	02/26/2026		F		187.135(1)	D	$443	24,760.03	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			414.933	(2)	(2)	Common Stock	414.933	$0	3,548.932	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did HII officer Chad Boudreaux report on this Form 4?

Chad N. Boudreaux reported exercising 414.933 Restricted Stock Rights into the same number of Huntington Ingalls common shares, with 187.135 of those shares subsequently withheld by the company to satisfy tax obligations related to the vesting, all on February 26, 2026.

Were the HII Form 4 transactions by Chad Boudreaux open-market stock purchases or sales?

No, the reported HII transactions were not open-market trades. They reflect an exercise of Restricted Stock Rights and an automatic tax-withholding disposition, where 187.135 shares were withheld by the issuer to cover taxes on vested awards, rather than discretionary buying or selling.

How many Huntington Ingalls common shares did Chad Boudreaux hold after these Form 4 transactions?

After the reported transactions, Chad N. Boudreaux held 24,760.030 shares of Huntington Ingalls common stock directly. This figure reflects the net position following the Restricted Stock Rights conversion and the issuer’s withholding of 187.135 shares for tax purposes.

What are Restricted Stock Rights (RSRs) in the context of HII’s long-term incentive plan?

At Huntington Ingalls, each Restricted Stock Right represents a contingent right to receive one common share, cash, or a mix. These RSRs were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments starting on February 26, 2024.

Why did Huntington Ingalls withhold 187.135 shares from Chad Boudreaux’s vested awards?

Huntington Ingalls withheld 187.135 shares from Chad N. Boudreaux to pay required withholding taxes on Restricted Stock Rights that vested on February 26, 2026, as described in the footnote. This tax-withholding disposition is a standard, non-open-market mechanism for settling tax liabilities.