Huntington Ingalls (NYSE: HII) HR chief exercises awards, covers taxes with shares

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edmond E. Hughes Jr., Executive Vice President and Chief Human Resources Officer, exercised restricted stock rights and had shares withheld for taxes. On February 24, 2026, he converted 605.021 restricted stock rights into an equal number of common shares at no exercise price, increasing his directly held common stock to 9,336.038 shares before tax withholding. To cover withholding taxes on the vested restricted stock rights, 272.119 common shares were withheld by the company at a value of $447.73 per share, leaving him with 9,063.919 directly held common shares. He also holds small additional interests through a savings excess plan and a 401(k) plan.

Insider Trade Summary

605.021 shares exercised/converted

Mixed 5 txns

Insider Hughes Edmond E. Jr.

Role Ex VP & Chief HR Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	605.021	$0.00	--
Exercise	Common Stock	605.021	$0.00	--
Tax Withholding	Common Stock	272.119	$447.73	$122K
holding	SEP	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Rights — 1,824.625 shares (Direct); Common Stock — 9,336.038 shares (Direct); SEP — 2.22 shares (Direct); Common Stock — 37.05 shares (Indirect, By 401(k) Plan)

Footnotes (1)

1. Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 24, 2026. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 05:28 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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)
02/24/2026

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		605.021	A	$0	9,336.038	D
Common Stock	02/24/2026		F		272.119(1)	D	$447.73	9,063.919	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	(2)	02/24/2026		M			605.021	(2)	(2)	Common Stock	605.021	$0	1,824.625	D
SEP	(3)							(3)	(3)	Common Stock	2.22		9.5669	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).
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 HII executive Edmond E. Hughes Jr. report?

Edmond E. Hughes Jr. reported the exercise of 605.021 restricted stock rights into common shares and a related tax-withholding disposition of 272.119 shares. These actions reflect routine equity compensation vesting and associated tax payments rather than open-market purchases or sales.

How many Huntington Ingalls (HII) shares did Hughes receive from restricted stock rights?

Hughes received 605.021 Huntington Ingalls common shares upon exercising restricted stock rights at no exercise price. Each restricted stock right converted into one share, consistent with the company’s 2022 Long-Term Incentive Stock Plan terms described in the filing’s footnotes.

Why were some HII shares disposed of in Hughes’s Form 4 filing?

The filing shows 272.119 HII shares were withheld to pay withholding taxes on restricted stock rights that vested on February 24, 2026. This tax-withholding disposition is an administrative transaction, not an open-market sale initiated for investment reasons.

What is Hughes’s HII common stock ownership after these transactions?

After the February 24, 2026 transactions, Hughes directly owned 9,063.919 HII common shares. He also had small additional indirect interests, including 37.05 shares through a 401(k) plan and 2.22 units tied to the HII Stock Fund in a savings excess plan.

How do HII restricted stock rights work under the 2022 Long-Term Incentive Stock Plan?

Each restricted stock right represents a contingent right to receive one HII common share, cash, or a combination, at the Compensation Committee’s discretion. The grant mentioned was issued February 24, 2025 and vests in three equal annual installments on each of the first three anniversaries.