HII (HII) CFO exercises Restricted Stock Rights and updates share ownership

Rhea-AI Filing Summary

Huntington Ingalls Industries Executive Vice President and CFO Thomas E. Stiehle reported equity transactions related to vested restricted stock rights. On February 26, 2026, he exercised 540.766 Restricted Stock Rights, receiving the same number of common shares at a stated price of $443 per share. To cover withholding taxes on this vesting, 243.886 common shares were withheld by the company, as described in the footnotes, rather than sold in an open-market transaction. After these transactions, Stiehle directly owned 29,453.622 common shares of Huntington Ingalls Industries.

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^*

Stiehle Thomas E.

(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 CFO

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		540.766	A	$443	29,697.508	D
Common Stock	02/26/2026		F		243.886(1)	D	$443	29,453.622	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			540.766	(2)	(2)	Common Stock	540.766	$0	3,958.656	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).
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FAQ

What insider transactions did HII CFO Thomas E. Stiehle report on this Form 4?

Thomas E. Stiehle reported exercising 540.766 Restricted Stock Rights into common stock and a related share withholding for taxes. These transactions reflect equity compensation vesting rather than an open-market purchase or sale of Huntington Ingalls Industries (HII) shares.

How many Huntington Ingalls (HII) shares did the CFO acquire through equity awards?

The CFO acquired 540.766 shares of Huntington Ingalls common stock via the exercise of Restricted Stock Rights at a stated price of $443 per share. This came from previously granted awards that vested, rather than from buying shares on the open market.

Did the HII CFO sell any shares in the open market in this Form 4?

No open-market sale is reported. The Form 4 shows 243.886 shares of common stock with a transaction code F, which the footnote explains were withheld by the issuer solely to pay withholding taxes on vested restricted stock rights.

What is the purpose of the share withholding reported for HII CFO Thomas E. Stiehle?

The share withholding covers tax obligations arising when restricted stock rights vest. Instead of paying cash, 243.886 shares were retained by Huntington Ingalls to satisfy withholding taxes, as disclosed in the footnote, leaving the remainder of the vested shares with the CFO.

How many Huntington Ingalls (HII) shares does the CFO own after these transactions?

Following the reported equity award exercise and tax withholding, Thomas E. Stiehle directly owns 29,453.622 shares of Huntington Ingalls Industries common stock. This figure reflects his updated direct holdings after the vesting and share withholding events on February 26, 2026.

What are Restricted Stock Rights (RSRs) in the HII CFO’s compensation?

Restricted Stock Rights are equity awards that convert into shares if vesting conditions are met. Each RSR represents a contingent right to receive one Huntington Ingalls common share, or cash, under the company’s 2022 Long-Term Incentive Stock Plan, vesting in three equal annual installments.