Equity awards and tax share withholding reported by HII (HII) executive

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edgar A. Green III reported equity compensation transactions. On February 25, 2026, he received a grant of 1,033 Restricted Stock Rights under the 2022 Long-Term Incentive Stock Plan, which vest in three equal annual installments starting on the first anniversary of the grant date.

He also acquired 6,470 shares of common stock upon settlement of restricted performance stock rights for a performance period that ended on December 31, 2025, and 2,713.529 shares of common stock were withheld by the issuer to cover tax liabilities on these awards, a non–open-market disposition coded as a tax-withholding transaction. The filing additionally reports updated holdings in a savings excess plan and a 401(k) plan.

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^*

Green Edgar A III

(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, Pres. HII Mission Tech

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		6,470(1)	A	$435.58	14,143.736	D
Common Stock	02/25/2026		F		2,713.529(2)	D	$435.58	11,430.207	D
Common Stock								2,080.48	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	(3)	02/25/2026		A		1,033		(3)	(3)	Common Stock	1,033	$0	3,678.95	D
SEP	(4)							(4)	(4)	Common Stock	2,166.62		9,356.524	D

Explanation of Responses:

1. Shares issued upon settlement of restricted performance stock rights ("RPSRs") for the performance period that ended on 12/31/2025.

2. Shares withheld by issuer for payment of withholding taxes on RPSRs.

3. 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 2/25/26 and vest ratably in three equal installments upon each of the first, second, and third anniversaries of the grant date.

4. 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	02/27/2026
	** 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).
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FAQ

What did HII executive Edgar A. Green III report on this Form 4?

He reported equity compensation activity, including new Restricted Stock Rights and common stock issued from performance awards, plus shares withheld for taxes. The filing also updates his direct share ownership and interests held through company benefit and savings plans.

How many Restricted Stock Rights did Edgar A. Green III receive from HII?

He received a grant of 1,033 Restricted Stock Rights, each representing a potential share of Huntington Ingalls Industries common stock. These rights were awarded under the 2022 Long-Term Incentive Stock Plan and are subject to a three-year ratable vesting schedule tied to continued service.

What common stock did HII issue to Edgar A. Green III from performance awards?

HII issued 6,470 shares of common stock upon settlement of restricted performance stock rights for a performance period that ended on December 31, 2025. These shares reflect earned long-term incentive compensation rather than an open-market stock purchase by the executive.

Why were some HII shares disposed of in this Form 4 for Edgar A. Green III?

The Form 4 shows a disposition of 2,713.529 common shares coded as a tax-withholding transaction. These shares were withheld by Huntington Ingalls Industries to satisfy withholding taxes owed on the vested performance-based awards, not sold in the open market by the executive.

How do the new Restricted Stock Rights for HII vest over time?

The Restricted Stock Rights granted on February 25, 2026 vest in three equal annual installments. Vesting occurs on each of the first, second, and third anniversaries of the grant date, assuming continued eligibility under the company’s 2022 Long-Term Incentive Stock Plan.

What plan-related HII holdings are disclosed for Edgar A. Green III?

The filing discloses his interest in the HII Stock Fund within the Savings Excess Plan, held as units whose share equivalent is calculated by the plan administrator, and indirect common stock holdings through a 401(k) plan, both reflecting retirement-related investment positions.