Huntington Ingalls (HII) CLO exercises awards, withholds shares for tax

Rhea-AI Filing Summary

Huntington Ingalls Industries executive vice president and chief legal officer Chad N. Boudreaux reported equity award activity involving restricted stock rights and common stock. On February 24, 2026, he exercised 998.489 restricted stock rights at $0.00 per right, receiving an equivalent number of common shares. Following this, his directly held common stock position increased to 21,439.815 shares before a tax-related adjustment.

On the same date, 459.613 common shares at a price of $447.73 per share were withheld by the company to cover withholding taxes on the vested restricted stock rights, reducing his directly held common stock to 20,980.202 shares. The footnotes explain that each restricted stock right represents a contingent right to receive common stock or cash under the company’s 2022 Long-Term Incentive Stock Plan and that these awards vest in three equal annual installments from the grant date.

Insider Trade Summary

998.489 shares exercised/converted

Mixed 3 txns

Insider Boudreaux Chad N.

Role Ex VP & Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	998.489	$0.00	--
Exercise	Common Stock	998.489	$0.00	--
Tax Withholding	Common Stock	459.613	$447.73	$206K

Holdings After Transaction: Restricted Stock Rights — 2,827.865 shares (Direct); Common Stock — 21,439.815 shares (Direct)

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.

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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

FAQ

What insider transactions did HII executive Chad N. Boudreaux report on this Form 4?

Chad N. Boudreaux reported exercising 998.489 restricted stock rights for an equal number of Huntington Ingalls Industries common shares, and a separate tax-withholding disposition of 459.613 common shares that were withheld by the company to satisfy associated withholding tax obligations on the vested award.

How many Huntington Ingalls (HII) shares did Boudreaux acquire through derivative exercise?

He acquired 998.489 Huntington Ingalls common shares through the exercise or conversion of restricted stock rights at a price of $0.00 per share. Each restricted stock right converted into one common share in connection with vesting under the company’s 2022 Long-Term Incentive Stock Plan.

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

The filing shows a disposition of 459.613 Huntington Ingalls common shares with a transaction code F, indicating shares were withheld by the issuer at $447.73 per share to pay withholding taxes due when the restricted stock rights vested on February 24, 2026.

What is the vesting schedule of the HII restricted stock rights reported by Boudreaux?

The restricted stock rights were granted under the 2022 Long-Term Incentive Stock Plan on February 24, 2025 and vest ratably in three equal installments on the first, second, and third anniversaries of the grant date, subject to the plan’s standard vesting conditions and terms.

How many HII common shares does Chad Boudreaux hold after these transactions?

After the exercise of restricted stock rights and the related tax-withholding share disposition, Chad N. Boudreaux directly holds 20,980.202 shares of Huntington Ingalls Industries common stock, as reported in the post-transaction ownership figures for the non-derivative common stock position.

What plan governs the restricted stock rights exercised by HII executive Chad Boudreaux?

The restricted stock rights exercised by Chad N. Boudreaux were granted under Huntington Ingalls Industries’ 2022 Long-Term Incentive Stock Plan. The rights can settle in common stock, cash, or a combination, at the discretion of the company’s Compensation Committee, according to the footnote disclosure.

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^*

Boudreaux Chad N.

(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 Legal 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		998.489	A	$0	21,439.815	D
Common Stock	02/24/2026		F		459.613(1)	D	$447.73	20,980.202	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)	02/24/2026		M			998.489	(2)	(2)	Common Stock	998.489	$0	2,827.865	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.

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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