HII (NYSE: HII) HR chief reports new stock awards and tax withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edmond E. Hughes Jr., Executive Vice President and Chief HR Officer, reported equity compensation activity involving company stock. On February 25, 2026, he acquired 688 Restricted Stock Rights, which vest in three equal annual installments under the 2022 Long-Term Incentive Stock Plan.

He also received 4,782 shares of common stock issued upon settlement of restricted performance stock rights for the performance period that ended on December 31, 2025, while 2,123.205 shares of common stock were withheld by the issuer to cover tax obligations. Additional lines reflect updated holdings in a savings excess plan and a 401(k) plan, with no open-market purchases or sales disclosed.

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^*

Hughes Edmond E. Jr.

(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 HR 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		4,782(1)	A	$435.58	13,845.919	D
Common Stock	02/25/2026		F		2,123.205(2)	D	$435.58	11,722.714	D
Common Stock								37.05	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		688		(3)	(3)	Common Stock	688	$0	2,512.625	D
SEP	(4)							(4)	(4)	Common Stock	2.22		9.5669	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did HII executive Edmond Hughes report on this Form 4?

Edmond E. Hughes Jr. reported equity compensation activity, including grants of Restricted Stock Rights and settlement of performance-based stock rights into common shares, along with shares withheld by the issuer to satisfy tax obligations related to those awards.

How many Restricted Stock Rights did Edmond Hughes receive from HII?

He received 688 Restricted Stock Rights. Each right represents a contingent right to receive one share of Huntington Ingalls Industries common stock, cash, or a combination, as determined by the Compensation Committee under the 2022 Long-Term Incentive Stock Plan.

What HII common stock was issued to Edmond Hughes from performance awards?

He received 4,782 shares of Huntington Ingalls Industries common stock upon settlement of restricted performance stock rights tied to a performance period that ended on December 31, 2025, reflecting previously earned long-term incentive compensation.

Why were some HII shares withheld in Edmond Hughes’ Form 4 filing?

The filing shows 2,123.205 shares of Huntington Ingalls Industries common stock were withheld by the issuer to pay withholding taxes related to the settlement of restricted performance stock rights, a common method for satisfying tax liabilities on equity awards.

How do the new Restricted Stock Rights for Edmond Hughes vest at HII?

The Restricted Stock Rights granted on February 25, 2026, vest ratably in three equal installments on the first, second, and third anniversaries of the grant date, subject to the terms of the 2022 Long-Term Incentive Stock Plan.

What indirect HII holdings are reported for Edmond Hughes in this Form 4?

The filing notes indirect ownership of 37.05 shares of Huntington Ingalls Industries common stock through a 401(k) plan, in addition to direct holdings and units in the HII Stock Fund of the company’s Savings Excess Plan.