Equity awards and tax share withholding for HII (NYSE: HII) executive

Rhea-AI Filing Summary

Huntington Ingalls Industries corporate vice president, controller and chief accounting officer Nicolas G. Schuck reported equity compensation changes. On February 25, 2026, he received 327 Restricted Stock Rights that vest in three equal annual installments under the 2022 Long-Term Incentive Stock Plan.

He also acquired 2,390 shares of common stock issued upon settlement of restricted performance stock rights for a performance period that ended on December 31, 2025. To cover withholding taxes on these performance shares, 1,077.594 common shares were disposed of through a tax-withholding transaction. After these movements, he directly owned 3,865.857 common shares and held an interest equivalent to 1,216.4 units in the HII Stock Fund within a savings excess plan.

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^*

Schuck Nicolas G

(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)
	Corp VP, Controller & CAO

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		2,390(1)	A	$435.58	4,943.451	D
Common Stock	02/25/2026		F		1,077.594(2)	D	$435.58	3,865.857	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		327		(3)	(3)	Common Stock	327	$0	1,178.501	D
SEP	(4)							(4)	(4)	Common Stock	1,216.4		5,253.0069	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.

4. The reporting person's interest in the HII Stock Fund of the Huntington Ingalls Industries, Inc. Savings Excess Plan (the "Plan") is held in the form of units of interest. The Plan's administrator calculates the number of shares of issuer common stock represented by units in the HII Stock Fund.

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 Nicolas Schuck report on this Form 4 for HII?

Nicolas Schuck reported a grant of 327 Restricted Stock Rights and the issuance of 2,390 HII common shares. The new Restricted Stock Rights vest in three equal annual installments under the 2022 Long-Term Incentive Stock Plan.

How many Huntington Ingalls (HII) shares were issued from performance stock rights?

The filing shows 2,390 HII common shares were issued upon settlement of restricted performance stock rights. These related to a performance period that ended on December 31, 2025, and were reported as a grant or award acquisition.

Why were 1,077.594 HII shares disposed of in Nicolas Schuck’s Form 4?

The 1,077.594 HII shares were withheld by the issuer to pay withholding taxes on settled performance stock rights. This is reported as a tax-withholding disposition rather than an open-market sale by the executive.

What are the terms of the 327 Restricted Stock Rights reported for HII?

Each Restricted Stock Right represents a contingent right to receive one HII common share, cash, or a combination. The 327 units granted on February 25, 2026 vest ratably over three years on each anniversary of the grant date.

How many Huntington Ingalls (HII) common shares does Nicolas Schuck own after these transactions?

After the reported transactions, Nicolas Schuck directly owned 3,865.857 HII common shares. He also held 1,216.4 units tied to the HII Stock Fund within the company’s Savings Excess Plan, representing additional indirect economic exposure.

What is the role of the HII Stock Fund units mentioned in the Form 4?

The HII Stock Fund units represent Schuck’s interest in the Huntington Ingalls Savings Excess Plan. The plan administrator calculates how many HII common shares correspond to these 1,216.4 units, giving him indirect exposure separate from directly owned shares.