HII (NYSE: HII) executive exercises RSRs, shares withheld for tax

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Brian D. Blanchette, Ex VP and President, Ingalls, reported equity award activity. On February 26, 2026, he exercised 95.675 Restricted Stock Rights, receiving an equivalent number of common shares at a stated price of $443.0000 per share.

To cover withholding taxes on vested restricted stock rights, the issuer withheld 41.475 common shares. After these transactions, Blanchette directly held 2,589.472 common shares and 2,945.799 Restricted Stock Rights, plus an indirect holding of 1,408.250 common shares through a 401(k) plan and an interest in the HII Stock Fund of the Savings Excess Plan representing 876.500 units.

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^*

Blanchette Brian D.

(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 President, Ingalls

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		95.675	A	$443	2,630.947	D
Common Stock	02/26/2026		F		41.475(1)	D	$443	2,589.472	D
Common Stock								1,408.25	I	By 401(k) Plan

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			95.675	(2)	(2)	Restricted Stock Rights	95.675	$0	2,945.799	D
SEP	(3)							(3)	(3)	SEP Unit	876.5		3,785.1378	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.

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	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).
** 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.

FAQ

What insider transactions did HII executive Brian D. Blanchette report?

Brian D. Blanchette reported exercising 95.675 Restricted Stock Rights into common shares and a related tax-withholding share disposition. The issuer withheld 41.475 common shares to satisfy taxes on vested restricted stock rights that vested on February 26, 2026.

How many Huntington Ingalls (HII) shares did Blanchette acquire through exercising RSRs?

Blanchette acquired 95.675 Huntington Ingalls common shares by exercising 95.675 Restricted Stock Rights. Each Restricted Stock Right represents a contingent right to receive one share of common stock, cash, or a combination, as determined under the company’s 2022 Long-Term Incentive Stock Plan.

How many HII shares were withheld for taxes in this Form 4?

The issuer withheld 41.475 Huntington Ingalls common shares to pay withholding taxes on restricted stock rights that vested on February 26, 2026. This tax-withholding disposition is reported with transaction code F, reflecting payment of tax liability by delivering securities.

What are Brian Blanchette’s direct HII share and RSR holdings after the transactions?

After the reported activity, Blanchette directly held 2,589.472 shares of Huntington Ingalls common stock and 2,945.799 Restricted Stock Rights. These positions reflect his updated ownership following the exercise of equity awards and the related tax-withholding share disposition on February 26, 2026.

What indirect Huntington Ingalls (HII) holdings does Blanchette report?

Blanchette reports indirect ownership of 1,408.250 shares of Huntington Ingalls common stock through a 401(k) plan and an interest in the HII Stock Fund of the Savings Excess Plan, where his position is held as 876.500 units whose underlying share count is calculated by the plan administrator.

Under which plan were Brian Blanchette’s Restricted Stock Rights granted?

The Restricted Stock Rights were granted under Huntington Ingalls’ 2022 Long-Term Incentive Stock Plan. They were awarded on February 26, 2024, and vest ratably in three equal installments on each of the first, second, and third anniversaries of the grant date, subject to plan terms.