HII (NYSE: HII) CEO details stock award vesting and tax-share withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries Director, President & CEO Christopher D. Kastner reported equity award activity tied to restricted stock rights (RSRs). On February 24, 2026, he exercised 5,145.748 RSRs for the same number of shares of common stock at a stated price of $0.00 per share.

The company then withheld 2,320.733 shares of common stock at $447.73 per share to cover withholding taxes on RSRs that vested on that date, which is a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 5,088.833 shares of common stock.

He also reported 14,980.54 RSRs remaining, a 401(k) plan holding of 100.55 shares of common stock, an indirect holding of 67,479.087 shares of common stock in the Kastner Family Trust, and an interest in the HII Stock Fund of the Savings Excess Plan equivalent to 3,295.67 shares as calculated by the plan administrator.

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^*

Kastner Christopher 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		M		5,145.748	A	$0	7,409.566	D
Common Stock	02/24/2026		F		2,320.733(1)	D	$447.73	5,088.833	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Rights	(2)	02/24/2026		M			5,145.748	(2)	(2)	Common Stock	5,145.748	$0	14,980.54	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 February 24, 2026.

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.

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	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).
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FAQ

What did HII CEO Christopher D. Kastner report in this Form 4 filing for HII?

Christopher D. Kastner reported the vesting and exercise of 5,145.748 restricted stock rights into common stock, along with related tax-withholding share dispositions. These transactions reflect equity compensation events rather than open-market stock purchases or sales, and update his direct and indirect ownership in HII.

How many Huntington Ingalls Industries (HII) shares were used to cover Kastner’s taxes?

The company withheld 2,320.733 shares of HII common stock at $447.73 per share to satisfy withholding taxes on vested restricted stock rights. This is recorded as a tax-withholding disposition code F, not as an open-market sale initiated by Kastner on an exchange.

What are Christopher D. Kastner’s direct HII common stock holdings after these transactions?

After the reported transactions, Kastner directly owned 5,088.833 shares of HII common stock. This reflects the exercise of 5,145.748 restricted stock rights and the withholding of 2,320.733 shares for taxes, as disclosed in the updated post-transaction ownership balances.

What indirect HII holdings does Kastner report, including family trust and plan interests?

Kastner reports indirect ownership of 67,479.087 HII common shares held in the Kastner Family Trust and 100.55 shares through a 401(k) plan. He also has an interest in the HII Stock Fund of the Savings Excess Plan equal to 3,295.67 shares, calculated by the plan administrator.

How many restricted stock rights does Kastner still hold in HII after this Form 4?

Following the vesting and exercise of 5,145.748 restricted stock rights, Kastner reported 14,980.54 restricted stock rights remaining. Each right represents a contingent claim on an equivalent number of HII common shares or, at the compensation committee’s discretion, cash or a combination.

Are the HII Form 4 transactions for Kastner open-market buys or sells of stock?

The filing shows a derivative exercise (code M) of restricted stock rights into common shares and a tax-withholding disposition (code F). These reflect compensation and tax-settlement mechanics, not discretionary open-market purchases or sales by Kastner on a stock exchange.