Huntington Ingalls (HII) executive reports RSR vesting and tax-share withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Brian D. Blanchette, Ex VP and President, Ingalls, reported equity compensation activity involving restricted stock rights and common stock. On February 24, 2026, he exercised 907.531 restricted stock rights, converting them into the same number of shares of common stock at a stated price of $0.00 per share, reflecting a derivative exercise rather than an open‑market purchase.

On the same date, 405.693 shares of common stock were disposed of at $447.73 per share to cover withholding taxes on the vested restricted stock rights, as described in the footnotes. Following these transactions, he held 1,716.681 shares of common stock directly and additional indirect holdings through a 401(k) plan and units in the company’s Savings Excess 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^*

Blanchette Brian 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Ex VP and President, Ingalls

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		907.531	A	$0	2,122.374	D
Common Stock	02/24/2026		F		405.693(1)	D	$447.73	1,716.681	D
Common Stock								1,408.25	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	(2)	02/24/2026		M			907.531	(2)	(2)	Restricted Stock Rights	907.531	$0	2,008.474	D
SEP	(3)							(3)	(3)	SEP Unit	876.5		3,785.1378	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 executive Brian D. Blanchette report in this Form 4 filing?

Brian D. Blanchette reported the vesting and exercise of 907.531 restricted stock rights into common stock and the related tax withholding disposition of 405.693 shares. These transactions reflect routine equity compensation events rather than open-market stock purchases or sales.

How many Huntington Ingalls (HII) restricted stock rights vested for Brian Blanchette?

A total of 907.531 restricted stock rights vested and were exercised into an equivalent number of Huntington Ingalls common shares. These rights were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments from the original grant date.

Were any Huntington Ingalls (HII) shares sold on the market in this Form 4?

The filing shows a 405.693-share disposition coded as tax withholding, priced at $447.73 per share, to satisfy withholding taxes on vested restricted stock rights. This reflects shares withheld by the issuer, not an open-market sale initiated by the executive.

What are Brian Blanchette’s direct HII common stock holdings after these transactions?

After the reported transactions, Brian Blanchette directly held 1,716.681 shares of Huntington Ingalls common stock. He also has additional indirect exposure through a 401(k) plan and units in the HII Stock Fund within the company’s Savings Excess Plan.

How do the Huntington Ingalls (HII) restricted stock rights work for this executive grant?

Each restricted stock right represents a contingent right to receive one share of HII common stock, or cash or a combination, at the Compensation Committee’s discretion. The grant made on February 24, 2025 vests in three equal annual installments from the grant date.

What indirect Huntington Ingalls (HII) holdings does Brian Blanchette report?

The filing notes that Blanchette’s interest in the HII Stock Fund of the Savings Excess Plan is held as units, with the plan administrator calculating the equivalent number of HII shares. He also reports indirect holdings of common stock through a 401(k) plan.