HII (NYSE: HII) HR chief exercises restricted stock, withholds shares to cover taxes

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edmond E. Hughes Jr., Ex VP & Chief HR Officer, exercised 306.778 Restricted Stock Rights that converted into the same number of common shares on February 26, 2026. The converted shares are priced at $443.0000 per share and were granted under the 2022 Long-Term Incentive Stock Plan.

To cover withholding taxes on the vested awards, 138.357 common shares were withheld by the issuer, classified as a tax-withholding disposition. After these transactions, Hughes directly holds 11,891.135 common shares and 2,205.847 Restricted Stock Rights, plus indirect holdings of 37.050 common shares through a 401(k) plan.

Insider Trade Summary

306.778 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	306.778	$0.00	--
Exercise	Common Stock	306.778	$443.00	$136K
Tax Withholding	Common Stock	138.357	$443.00	$61K
holding	SEP	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Rights — 2,205.847 shares (Direct); Common Stock — 12,029.492 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 2/26/26. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

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)
02/26/2026

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		306.778	A	$443	12,029.492	D
Common Stock	02/26/2026		F		138.357(1)	D	$443	11,891.135	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)	02/26/2026		M			306.778	(2)	(2)	Common Stock	306.778	$0	2,205.847	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 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.

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	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).
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 did HII executive Edmond E. Hughes Jr. report on this Form 4 for HII?

Edmond E. Hughes Jr. reported exercising 306.778 Restricted Stock Rights, which converted into the same number of HII common shares at $443.0000 per share. He also reported shares withheld to satisfy tax obligations tied to these vested equity awards.

How many Huntington Ingalls Industries (HII) Restricted Stock Rights were exercised?

The filing shows the exercise of 306.778 Restricted Stock Rights, converting into an equal number of HII common shares. These rights were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal installments on each anniversary of the February 26, 2024 grant date.

Were any HII shares sold on the open market in this Form 4?

The Form 4 reports a tax-withholding disposition of 138.357 common shares at $443.0000 per share, withheld by the issuer for taxes. It does not describe an open-market sale; the disposition is specifically for payment of withholding taxes on vested Restricted Stock Rights.

What are Edmond E. Hughes Jr.’s HII share holdings after these transactions?

After the reported transactions, Hughes directly owns 11,891.135 HII common shares and 2,205.847 Restricted Stock Rights. He also has indirect ownership of 37.050 common shares through a 401(k) plan, plus an interest in units of the HII Stock Fund in a savings excess plan.

How are the HII Restricted Stock Rights described in this Form 4 filing?

Each Restricted Stock Right (RSR) represents a contingent right to receive one HII common share, or cash, or a combination. The filing states they were granted under the 2022 Long-Term Incentive Stock Plan on February 26, 2024 and vest ratably over three years.

What is the role of the HII Stock Fund and 401(k) in Hughes’s holdings?

The filing notes Hughes’s interest in the HII Stock Fund of a savings excess plan is held as units, with the plan administrator calculating underlying HII shares. He also indirectly holds 37.050 common shares through a 401(k) plan listed as indirect ownership.