Huntington Ingalls (NYSE: HII) executive settles equity awards with share withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Nicolas G. Schuck reported equity award activity involving restricted stock rights and common shares. On February 26, 2026, he exercised 152.872 Restricted Stock Rights at $0.0000 per right, receiving the same number of common shares at a value of $443.0000 per share.

On the same date, 68.946 common shares were disposed of under a tax-withholding transaction at $443.0000 per share, as shares were withheld by the issuer to cover taxes on vesting. After these transactions, he directly held 3,949.783 common shares and 1,025.629 Restricted Stock Rights, plus an interest equivalent to 1,216.4000 shares in a savings excess plan.

Insider Trade Summary

152.872 shares exercised/converted

Mixed 4 txns

Insider Schuck Nicolas G

Role Corp VP, Controller & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	152.872	$0.00	--
Exercise	Common Stock	152.872	$443.00	$68K
Tax Withholding	Common Stock	68.946	$443.00	$31K
holding	SEP	--	--	--

Holdings After Transaction: Restricted Stock Rights — 1,025.629 shares (Direct); Common Stock — 4,018.729 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 2/26/26. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
02/26/2026

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		152.872	A	$443	4,018.729	D
Common Stock	02/26/2026		F		68.946(1)	D	$443	3,949.783	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)	02/26/2026		M			152.872	(2)	(2)	Common Stock	152.872	$0	1,025.629	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 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 Nicolas Schuck report on this Form 4?

Nicolas Schuck reported exercising 152.872 Restricted Stock Rights into common shares and a related tax-withholding share disposition of 68.946 shares at $443.0000 each. These transactions reflect vesting and settlement of long-term incentives rather than an open-market stock purchase or sale.

Did Nicolas Schuck buy or sell Huntington Ingalls (HII) stock on the open market?

The Form 4 does not show open-market trades. It shows an exercise of 152.872 Restricted Stock Rights and a tax-withholding disposition of 68.946 shares, where shares were withheld by the issuer to pay taxes on vested awards, not sold in a discretionary market transaction.

How many HII common shares does Nicolas Schuck hold after these transactions?

Following the February 26, 2026 activity, Nicolas Schuck directly holds 3,949.783 shares of Huntington Ingalls common stock. This reflects the net result after exercising 152.872 Restricted Stock Rights and the 68.946-share tax-withholding disposition related to vested restricted stock rights.

What are Restricted Stock Rights (RSRs) in the HII long-term incentive plan?

Each Restricted Stock Right represents a contingent right to receive one share of HII common stock, or cash or a mix of both, at the Compensation Committee’s discretion. These RSRs were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments.

Why were 68.946 HII shares disposed of in Nicolas Schuck’s Form 4 filing?

The 68.946-share disposition reflects shares withheld by Huntington Ingalls to satisfy withholding taxes on restricted stock rights that vested on February 26, 2026. This is a standard tax-settlement mechanism for equity awards rather than a discretionary sale initiated by the executive.

What is the HII Stock Fund interest reported for Nicolas Schuck?

Nicolas Schuck’s interest in the HII Stock Fund within the Savings Excess Plan is held as units of interest. The plan administrator calculates how many shares of Huntington Ingalls common stock these units represent; the filing shows this interest equivalent to 1,216.4000 shares after the reported date.