HII (NYSE: HII) CFO exercises restricted stock rights as shares withheld for tax

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Thomas E. Stiehle reported equity award activity involving restricted stock rights and common shares. On February 24, 2026, he exercised 1,089.446 Restricted Stock Rights, resulting in the acquisition of an equivalent number of common shares at a stated price of $0.0000 per share.

The common stock position from this conversion increased to 25,024.024 shares before tax withholding. On the same date, 500.842 common shares, valued at $447.73 per share, were withheld by the issuer to cover withholding taxes on Restricted Stock Rights that vested on that date, leaving him with 24,523.182 directly owned common shares.

The Restricted Stock Rights were granted under the 2022 Long-Term Incentive Stock Plan on February 24, 2025 and vest in three equal annual installments on each of the first, second, and third anniversaries of the grant date.

Insider Trade Summary

1,089.446 shares exercised/converted

Mixed 3 txns

Insider Stiehle Thomas E.

Role Ex. VP and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	1,089.446	$0.00	--
Exercise	Common Stock	1,089.446	$0.00	--
Tax Withholding	Common Stock	500.842	$447.73	$224K

Holdings After Transaction: Restricted Stock Rights — 3,260.422 shares (Direct); Common Stock — 25,024.024 shares (Direct)

Footnotes (1)

1. Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 24, 2026. Each 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 2/24/25 and vest ratably in three equal installments upon each of the first, second and third anniversaries of the grant date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 05:29 PM Learn about SEC filing dates

FAQ

What insider transactions did HII executive Thomas E. Stiehle report?

Thomas E. Stiehle reported exercising 1,089.446 Restricted Stock Rights into common stock and a related tax-withholding share disposition. He also had 500.842 common shares withheld by Huntington Ingalls Industries to satisfy tax obligations tied to vested Restricted Stock Rights on February 24, 2026.

How many Huntington Ingalls (HII) shares does Thomas E. Stiehle own after this Form 4?

After these transactions, Thomas E. Stiehle directly owns 24,523.182 shares of Huntington Ingalls common stock. This figure reflects the shares acquired from exercising Restricted Stock Rights, minus 500.842 shares withheld by the company to cover tax liabilities on vested awards.

Were Thomas E. Stiehle’s HII share dispositions open-market sales?

No, the disposition reported was a tax-withholding transaction, not an open-market sale. Huntington Ingalls withheld 500.842 shares at $447.73 per share to pay withholding taxes on Restricted Stock Rights that vested on February 24, 2026, as described in the filing footnote.

What are the terms of Thomas E. Stiehle’s Restricted Stock Rights at Huntington Ingalls (HII)?

Each Restricted Stock Right represents a contingent right to receive one share of Huntington Ingalls common stock, cash, or a mix of both. These awards were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments starting February 24, 2026.

When were Thomas E. Stiehle’s Huntington Ingalls Restricted Stock Rights granted and when do they vest?

The Restricted Stock Rights were granted on February 24, 2025, under Huntington Ingalls’ 2022 Long-Term Incentive Stock Plan. They vest ratably in three equal installments on each of the first, second, and third anniversaries of that grant date, subject to plan terms.

What was the price used for Thomas E. Stiehle’s tax-withholding share transaction at HII?

For the tax-withholding transaction, 500.842 Huntington Ingalls common shares were valued at $447.73 per share. These shares were withheld by the company to satisfy withholding tax obligations arising from the vesting of Restricted Stock Rights on February 24, 2026.

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
Estimated average burden
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^*

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)
02/24/2026

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	02/24/2026		M		1,089.446	A	$0	25,024.024	D
Common Stock	02/24/2026		F		500.842(1)	D	$447.73	24,523.182	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)	02/24/2026		M			1,089.446	(2)	(2)	Common Stock	1,089.446	$0	3,260.422	D

Explanation of Responses:

1. Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 24, 2026.

2. Each 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 2/24/25 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	02/25/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.