HII (NYSE: HII) executive exercises awards with tax share withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Kara R. Wilkinson reported equity award activity. She exercised 414.933 Restricted Stock Rights on Company common stock on 2/26/26, receiving an equivalent number of shares at a stated price of $443.00 per share.

To cover withholding taxes on these vested awards, 187.135 common shares were withheld by the issuer in a tax-withholding disposition, leaving her with 14,866.692 directly owned common shares and 3,264.017 Restricted Stock Rights after the transactions.

Insider Trade Summary

414.933 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	414.933	$0.00	--
Exercise	Common Stock	414.933	$443.00	$184K
Tax Withholding	Common Stock	187.135	$443.00	$83K

Holdings After Transaction: Restricted Stock Rights — 3,264.017 shares (Direct); Common Stock — 15,053.827 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.

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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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 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 and President, NNS

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		414.933	A	$443	15,053.827	D
Common Stock	02/26/2026		F		187.135(1)	D	$443	14,866.692	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			414.933	(2)	(2)	Common Stock	414.933	$0	3,264.017	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.

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 Kara R. Wilkinson report for HII on February 26, 2026?

Kara R. Wilkinson reported exercising 414.933 Restricted Stock Rights into the same number of Huntington Ingalls common shares, and a related tax-withholding disposition of 187.135 shares, all dated February 26, 2026, under the company’s long-term incentive plan.

How many HII common shares does Kara R. Wilkinson hold after these Form 4 transactions?

After the reported transactions, Kara R. Wilkinson directly owns 14,866.692 Huntington Ingalls common shares. She also holds 3,264.017 Restricted Stock Rights representing a contingent right to receive an equivalent number of shares or, at the company’s discretion, cash or a combination.

What is the nature of the Restricted Stock Rights reported by HII executive Kara R. Wilkinson?

Each Restricted Stock Right represents a contingent right to receive one Huntington Ingalls common share, or cash, or a combination. These RSRs were granted under the 2022 Long-Term Incentive Stock Plan on February 26, 2024, and vest in three equal annual installments.

Why were 187.135 Huntington Ingalls shares disposed of in Kara R. Wilkinson’s Form 4?

The 187.135 Huntington Ingalls common shares were withheld by the issuer to pay withholding taxes on Restricted Stock Rights that vested on February 26, 2026, reflecting a tax-withholding disposition rather than an open-market sale of shares by the executive.

At what price were the HII common shares from the Restricted Stock Rights exercise recorded?

The common shares received from exercising 414.933 Restricted Stock Rights were recorded at a price of $443.00 per share. This price applies to both the shares issued upon exercise and the 187.135 shares withheld to satisfy tax obligations on the vested awards.

How do the vesting terms work for Kara R. Wilkinson’s HII Restricted Stock Rights?

The Restricted Stock Rights granted on February 26, 2024, under the 2022 Long-Term Incentive Stock Plan vest ratably in three equal installments on each of the first, second, and third anniversaries of the grant date, aligning delivery with multi-year service and performance.