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Huntington Ingalls exec vests 605 Restricted Stock Rights

Huntington Ingalls Industries executive Edmond E. Hughes Jr. reported the vesting and exercise of 605.0210 Restricted Stock Rights into an equal number of common shares on February 24, 2026.

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edmond E. Hughes Jr. reported the vesting and exercise of 605.0210 Restricted Stock Rights into an equal number of common shares on February 24, 2026. A portion of these shares, 272.1190, was withheld by the issuer at $447.7300 per share to satisfy tax obligations related to the award.

After these transactions, Hughes directly holds 9,063.919 shares of Huntington Ingalls common stock, along with plan-based interests, including units in a Savings Excess Plan tied to 2.2200 underlying shares and 37.0500 shares held indirectly through a 401(k) plan.

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Insider Hughes Edmond E. Jr.
Role Ex VP & Chief HR Officer
Type Security Shares Price Value
Exercise Restricted Stock Rights 605.021 $0.00 $0.00
Exercise Common Stock 605.021 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 272.119 $447.73 $122K
holding SEP -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Rights — 1,824.625 contracts (Direct); Common Stock — 9,063.919 shares (Direct); SEP — 2.22 contracts (Direct); Common Stock — 37.05 shares (Indirect, By 401(k) Plan)
Footnotes (3)
  1. F1. Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 24, 2026.
  2. F2. 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. F3. 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.
RSRs converted to common stock 605.0210 shares Restricted Stock Rights exercised into common stock on February 24, 2026
Shares withheld for taxes 272.1190 shares Common shares withheld by issuer to cover tax obligations on vesting RSRs
Tax withholding price $447.7300 per share Price used for shares withheld for tax payment on February 24, 2026
Direct common stock holdings 9,063.919 shares Direct Huntington Ingalls common stock held by Hughes after reported transactions
Savings Excess Plan underlying shares 2.2200 shares Underlying Huntington Ingalls shares represented by SEP units of interest
Indirect 401(k) holdings 37.0500 shares Common stock held indirectly through a 401(k) plan
Restricted Stock Rights financial
"security_title "Restricted Stock Rights" and footnote describing each RSR as a contingent right"
Restricted stock rights are ownership claims in company shares that come with limits on when or how they can be sold or transferred, often tied to time-based or performance conditions. For investors, these rights matter because they affect when insiders truly own or can monetize shares — influencing future share supply, executive incentives, and potential stock price pressure much like a savings account that only becomes withdrawable after meeting set conditions.
Long-Term Incentive Stock Plan ("LTISP") financial
"The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP")"
Savings Excess Plan financial
"interest in the HII Stock Fund of the Huntington Ingalls Industries, Inc. Savings Excess Plan"
HII Stock Fund financial
"The reporting person's interest in the HII Stock Fund of the Huntington Ingalls Industries, Inc. Savings Excess Plan"
tax-withholding disposition financial
"transaction_action "tax-withholding disposition" for the F-code common stock transaction"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

What transactions did Edmond E. Hughes Jr. report in Huntington Ingalls (HII) Form 4?

Edmond E. Hughes Jr. reported the vesting and exercise of 605.0210 Restricted Stock Rights into common stock, with 272.1190 shares withheld by the issuer at $447.7300 per share to cover tax obligations, and updated his reported shareholdings.

How many Huntington Ingalls (HII) shares were withheld for taxes in this Form 4?

The filing shows 272.1190 Huntington Ingalls common shares were withheld by the issuer at $447.7300 per share. According to a footnote, these shares were used to pay withholding taxes on Restricted Stock Rights vesting on February 24, 2026.

What is Edmond Hughes' direct Huntington Ingalls (HII) shareholding after this Form 4?

Following the reported transactions, Edmond E. Hughes Jr. directly holds 9,063.919 shares of Huntington Ingalls common stock. This figure reflects his post-transaction balance and excludes additional small interests held through benefit and savings plans.

What are Restricted Stock Rights (RSRs) under HII's LTISP as described in the Form 4?

Each Restricted Stock Right represents a contingent right to receive an equivalent number of Huntington Ingalls common shares, or cash or a combination, under the 2022 Long-Term Incentive Stock Plan. The referenced RSRs vest ratably in three equal installments over three years.

What plan-based holdings in HII stock does Hughes report in this Form 4?

Hughes reports plan-related interests including a Savings Excess Plan position tied to 2.2200 underlying Huntington Ingalls shares and 37.0500 common shares held indirectly via a 401(k) plan, in addition to his directly held 9,063.919 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.
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