HII (HII) legal chief reports stock grants and tax-withheld shares

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Chad N. Boudreaux, Executive Vice President and Chief Legal Officer, reported equity compensation changes. He received a grant of 6,470 shares of common stock on February 25, 2026, issued upon settlement of restricted performance stock rights for a performance period that ended on December 31, 2025. On the same date, 2,917.97 common shares were withheld by the company to cover withholding taxes tied to these awards. Boudreaux was also granted 1,136 Restricted Stock Rights under the 2022 Long-Term Incentive Stock Plan; each right represents a contingent right to receive one share of common stock or, at the compensation committee’s discretion, cash or a combination. These Restricted Stock Rights vest in three equal annual installments on the first, second and third anniversaries of the grant date.

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^*

Boudreaux Chad N.

(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 & Chief Legal Officer

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	27,450.202	D
Common Stock	02/25/2026		F		2,917.97(2)	D	$435.58	24,532.232	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	(3)	02/25/2026		A		1,136		(3)	(3)	Common Stock	1,136	$0	3,963.865	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.

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 Chad N. Boudreaux report in this Form 4?

Chad N. Boudreaux reported equity compensation activity, including stock issued from performance-based awards and new Restricted Stock Rights. The filing shows both awards and shares withheld to satisfy tax obligations related to those equity grants.

How many HII common shares were issued to Chad N. Boudreaux?

Boudreaux received 6,470 shares of Huntington Ingalls Industries common stock. These shares were issued upon settlement of restricted performance stock rights for a performance period ending December 31, 2025, reflecting earned long-term incentive compensation.

Why were some HII shares disposed of in this Form 4 filing?

The Form 4 shows 2,917.97 common shares disposed of as a tax-withholding transaction. These shares were withheld by Huntington Ingalls Industries to satisfy withholding taxes owed on the vested performance-based equity awards.

What are the Restricted Stock Rights granted to Chad N. Boudreaux by HII?

Boudreaux received 1,136 Restricted Stock Rights under the 2022 Long-Term Incentive Stock Plan. Each right is a contingent claim to one share of common stock or, at the compensation committee’s discretion, cash or a cash-and-stock mix, subject to vesting conditions.

How do the new HII Restricted Stock Rights for Chad N. Boudreaux vest?

The Restricted Stock Rights granted on February 25, 2026 vest in three equal installments. They vest on the first, second, and third anniversaries of the grant date, creating a three-year ratable vesting schedule tied to continued service.

Does this HII Form 4 show open-market buying or selling by Chad N. Boudreaux?

The filing reflects equity awards and tax withholding, not open-market trades. Transactions include stock issued from performance stock rights, new Restricted Stock Rights grants, and shares withheld by the issuer to cover tax liabilities.