HII CEO exercises 2,344 restricted stock rights

Huntington Ingalls Industries Director, President & CEO Christopher D. Kastner exercised 2,344.001 Restricted Stock Rights on February 26, 2026, converting them into the same number of common shares at $443.00 per share.

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Rhea-AI Filing Summary

Huntington Ingalls Industries Director, President & CEO Christopher D. Kastner exercised 2,344.001 Restricted Stock Rights on February 26, 2026, converting them into the same number of common shares at $443.00 per share. These rights were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments from February 26, 2024.

To cover withholding taxes on the vested award, 1,057.145 common shares were withheld by the company, classified as a tax-withholding disposition rather than an open-market sale. After these transactions, Kastner directly held 24,293.951 common shares. Indirect holdings included 100.55 shares through a 401(k) plan and 67,479.087 shares held in the Kastner Family Trust.

Insider Trade Summary

2,344.001 shares exercised/converted

Exercise 6 txns

Insider Kastner Christopher D

Role Director, President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	2,344.001	$0.00	$0.00
Exercise	Common Stock	2,344.001	$443.00	$1.04M
Exercise Price or Tax Liability	Common Stock	1,057.145	$443.00	$468K
holding	SEP	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Rights — 18,490.539 contracts (Direct); Common Stock — 24,293.951 shares (Direct); SEP — 3,295.67 contracts (Direct); Common Stock — 100.55 shares (Indirect, By 401(k) Plan); Common Stock — 67,479.087 shares (Indirect, Held in the Kastner Family Trust)

Footnotes (3)

F1. Shares withheld by issuer for the payment of withholding taxes on restricted stock rights ("RSRs") that vested on 2/26/26.
F2. 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.
F3. 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.

FAQ

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What insider transactions did HII CEO Christopher Kastner report on February 26, 2026?

Christopher Kastner reported exercising 2,344.001 Restricted Stock Rights into common stock at $443.00 per share. The award vested under the 2022 Long-Term Incentive Stock Plan, with a portion of the resulting shares withheld to satisfy tax obligations rather than sold in the market.

How many HII shares were withheld for taxes in Kastner’s February 2026 Form 4?

The filing shows 1,057.145 Huntington Ingalls Industries common shares were withheld to pay taxes on vested Restricted Stock Rights. This is coded as a tax-withholding disposition, indicating the shares went back to the issuer instead of being sold to third-party buyers.

What are Restricted Stock Rights in the HII CEO’s Form 4 filing?

Restricted Stock Rights represent a contingent right to receive an equivalent number of HII common shares, cash, or a combination. Kastner’s RSRs were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments starting February 26, 2024, subject to plan terms.

How many HII shares does Christopher Kastner hold directly after these transactions?

Following the reported transactions, Christopher Kastner directly held 24,293.951 shares of Huntington Ingalls Industries common stock. This figure reflects the exercise of Restricted Stock Rights and the simultaneous withholding of some shares to cover tax liabilities associated with the vested equity award.

What indirect HII shareholdings are reported for Christopher Kastner?

The Form 4 shows 100.55 Huntington Ingalls Industries shares held indirectly through a 401(k) plan and 67,479.087 shares held indirectly in the Kastner Family Trust. These positions are reported as indirect ownership interests associated with Christopher Kastner, separate from his directly owned common stock.

How were the HII Restricted Stock Rights granted to the CEO structured?

The Restricted Stock Rights were granted on February 26, 2024 under the 2022 Long-Term Incentive Stock Plan. They vest ratably in three equal installments on the first, second, and third anniversaries of the grant date, delivering HII common stock or cash at the Compensation Committee’s discretion.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/02/2026 - 04:16 PM EST

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^*

Kastner Christopher D

(Last)

(First)

(Middle)

4101 WASHINGTON AVENUE

(Street)

NEWPORT NEWS

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Director, President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2026		M		2,344.001	A	$443	25,351.096	D
Common Stock	02/26/2026		F		1,057.145⁽¹⁾	D	$443	24,293.951	D
Common Stock								100.55	I	By 401(k) Plan
Common Stock								67,479.087	I	Held in the Kastner Family Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Rights	⁽²⁾	02/26/2026		M			2,344.001	⁽²⁾	⁽²⁾	Common Stock	2,344.001	$0	18,490.539	D
SEP	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	3,295.67		14,232.302	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.

Source: View Original Filing on SEC EDGAR