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Huntington Ingalls (NYSE: HII) VP reports RSR vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Huntington Ingalls Industries corporate vice president Nicolas G. Schuck reported equity award activity involving restricted stock rights and common shares. On February 24, 2026, he exercised 271.852 Restricted Stock Rights, converting them into an equivalent number of shares of common stock at a stated price of $0.0000 per share. To cover withholding taxes on the vested awards, 136.852 shares of common stock were withheld by the issuer at a price of $447.73 per share, as described in the footnotes. After these transactions, Schuck directly held 2,553.451 shares of common stock and an interest in the HII Stock Fund under the Savings Excess Plan representing 1,216.400 shares of issuer common stock calculated by the plan administrator. The Restricted Stock Rights were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments.

Positive

  • None.

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Insider Schuck Nicolas G
Role Corp VP, Controller & CAO
Type Security Shares Price Value
Exercise Restricted Stock Rights 271.852 $0.00 --
Exercise Common Stock 271.852 $0.00 --
Tax Withholding Common Stock 136.852 $447.73 $61K
holding SEP -- -- --
Holdings After Transaction: Restricted Stock Rights — 851.501 shares (Direct); Common Stock — 2,690.303 shares (Direct); SEP — 1,216.4 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. 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.
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FAQ

What insider transactions did HII officer Nicolas G. Schuck report on this Form 4?

Nicolas G. Schuck reported exercising 271.852 Restricted Stock Rights into common shares and a related tax-withholding share disposition. The activity reflects equity award vesting and conversion rather than open-market buying or selling of Huntington Ingalls Industries (HII) stock.

How many Huntington Ingalls (HII) shares did Nicolas G. Schuck acquire and dispose in this filing?

He acquired 271.852 common shares through exercising Restricted Stock Rights and had 136.852 shares withheld to satisfy tax obligations. These transactions net increased his directly held common shares, reflecting standard equity compensation mechanics rather than discretionary share purchases or sales.

What is the tax withholding transaction reported for HII insider Nicolas G. Schuck?

The filing shows 136.852 common shares withheld by the issuer at $447.73 per share to pay withholding taxes on vested Restricted Stock Rights. This is a tax-withholding disposition, not an open-market sale, and is tied to equity award vesting on February 24, 2026.

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

After the reported transactions, Schuck directly holds 2,553.451 shares of HII common stock. He also has an interest in the HII Stock Fund in the Savings Excess Plan, representing 1,216.400 shares of issuer common stock as calculated by the plan administrator.

What are the terms of the Restricted Stock Rights reported by HII officer Nicolas G. Schuck?

Each Restricted Stock Right represents a contingent right to receive one HII common share, cash, or a combination. These rights were granted under the 2022 Long-Term Incentive Stock Plan on February 24, 2025 and vest in three equal annual installments on each grant anniversary.

Does the HII Form 4 show open-market buying or selling by Nicolas G. Schuck?

The transactions reflect exercise of Restricted Stock Rights and issuer share withholding for taxes, not open-market trading. Codes M and F denote derivative exercise and tax-liability payment using shares, indicating routine equity compensation activity rather than discretionary market purchases or sales.
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*
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)
02/24/2026
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 271.852 A $0 2,690.303 D
Common Stock 02/24/2026 F 136.852(1) D $447.73 2,553.451 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 271.852 (2) (2) Common Stock 271.852 $0 851.501 D
SEP (3) (3) (3) Common Stock 1,216.4 5,253.0069 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.
3. 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 02/25/2026
** 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.