Huntington Ingalls (HII) EVP nets shares after RSR vesting

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Rhea-AI Filing Summary

Huntington Ingalls Industries executive Kara R. Wilkinson reported stock-based compensation activity. She exercised 907.531 Restricted Stock Rights on February 24, 2026, receiving an equal number of common shares at a stated price of $0.00 per share.

This increased her direct common stock holdings to 11,506.219 shares before tax withholding. To cover withholding taxes on vested Restricted Stock Rights, 419.355 common shares were withheld by the company at $447.73 per share, leaving her with 11,086.864 directly owned common shares after the transactions.

Insider Trade Summary

907.531 shares exercised/converted

Mixed 3 txns

Insider Wilkinson Kara R.

Role Ex. VP and President, NNS

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	907.531	$0.00	--
Exercise	Common Stock	907.531	$0.00	--
Tax Withholding	Common Stock	419.355	$447.73	$188K

Holdings After Transaction: Restricted Stock Rights — 2,645.95 shares (Direct); Common Stock — 11,506.219 shares (Direct)

Footnotes (1)

Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 26, 2025. 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 - 05:32 PM

FAQ

What insider transaction did Kara R. Wilkinson report at HII?

Kara R. Wilkinson reported exercising 907.531 Restricted Stock Rights into Huntington Ingalls Industries common stock. These rights converted at a stated price of $0.00 per share, reflecting stock-based compensation under the company’s long-term incentive structure rather than an open-market purchase.

How many HII common shares did Kara R. Wilkinson hold after the Form 4 transactions?

After the reported transactions, Kara R. Wilkinson directly held 11,086.864 shares of Huntington Ingalls Industries common stock. This balance reflects both the conversion of 907.531 Restricted Stock Rights and the withholding of 419.355 shares to satisfy related tax obligations.

Why were some Huntington Ingalls (HII) shares withheld in Kara R. Wilkinson’s Form 4?

Huntington Ingalls withheld 419.355 common shares from Kara R. Wilkinson to pay withholding taxes on Restricted Stock Rights that vested. This tax-withholding disposition, reported with transaction code “F,” is a common method to satisfy tax liabilities on equity compensation awards.

What are Restricted Stock Rights (RSRs) in Huntington Ingalls’ compensation plans?

Restricted Stock Rights at Huntington Ingalls represent contingent rights to receive an equivalent number of common shares, cash, or a combination. They were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments beginning on the first anniversary of the grant date.

Were Kara R. Wilkinson’s HII Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. Instead, it reports a derivative exercise of 907.531 Restricted Stock Rights and a tax-withholding disposition of 419.355 shares, both typical mechanisms for settling and taxing stock-based compensation awards.

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^*

Wilkinson Kara R.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ex. VP and President, NNS

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)
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	02/24/2026		M		907.531	A	$0	11,506.219	D
Common Stock	02/24/2026		F		419.355⁽¹⁾	D	$447.73	11,086.864	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)
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⁾	02/24/2026		M			907.531	⁽²⁾	⁽²⁾	Common Stock	907.531	$0	2,645.95	D

Explanation of Responses:

1. Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 26, 2025.

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.

Source: View Original Filing on SEC EDGAR