HII (NYSE: HII) executive exercises stock rights and withholds shares

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edgar A. Green III exercised 907.531 Restricted Stock Rights into the same number of common shares on February 24, 2026 at a stated price of $0.0000 per share. To cover withholding taxes on the vested award, 283.435 common shares were automatically withheld at $447.73 per share, leaving 7,673.736 common shares held directly, plus additional interests in company stock through a savings excess plan and a 401(k) plan.

Insider Trade Summary

907.531 shares exercised/converted

Mixed 5 txns

Insider Green Edgar A III

Role Ex VP, Pres. HII Mission Tech

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	907.531	$0.00	--
Exercise	Common Stock	907.531	$0.00	--
Tax Withholding	Common Stock	283.435	$447.73	$127K
holding	SEP	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Rights — 2,645.95 shares (Direct); Common Stock — 7,957.171 shares (Direct); SEP — 2,166.62 shares (Direct); Common Stock — 2,080.48 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^*

Green Edgar A III

(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, Pres. HII Mission Tech

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		907.531	A	$0	7,957.171	D
Common Stock	02/24/2026		F		283.435(1)	D	$447.73	7,673.736	D
Common Stock								2,080.48	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			907.531	(2)	(2)	Common Stock	907.531	$0	2,645.95	D
SEP	(3)							(3)	(3)	Common Stock	2,166.62		9,356.524	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 did HII executive Edgar A. Green III report on this Form 4?

Edgar A. Green III reported exercising 907.531 Restricted Stock Rights into common shares. A portion of the resulting stock was withheld to pay related taxes, and his remaining direct and plan-related holdings in Huntington Ingalls Industries stock were updated accordingly.

How many Huntington Ingalls (HII) shares did the executive acquire and how?

He acquired 907.531 common shares through the exercise and conversion of Restricted Stock Rights. Each right represented a contingent claim to one share under the 2022 Long-Term Incentive Stock Plan, vesting in three equal annual installments from the February 24, 2025 grant date.

Why were some HII shares disposed of in Edgar A. Green III’s filing?

The filing shows 283.435 common shares were disposed of to satisfy withholding taxes on Restricted Stock Rights that vested on February 24, 2026. These shares were withheld by Huntington Ingalls Industries rather than sold in an open-market transaction.

What are Restricted Stock Rights in the HII long-term incentive plan?

Restricted Stock Rights are awards that give a contingent right to receive an equivalent number of Huntington Ingalls common shares, cash, or a combination. They were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments after the grant date.

What indirect Huntington Ingalls (HII) holdings does the executive report?

The executive reports indirect ownership of 2,080.480 common shares through a 401(k) plan and an interest in the HII Stock Fund of the Savings Excess Plan. In the latter, his interest is held as units whose underlying share count is calculated by the plan administrator.

How many HII shares does Edgar A. Green III hold after these transactions?

After these transactions, he holds 7,673.736 common shares directly and 2,645.950 Restricted Stock Rights. He also has additional indirect exposure through 2,080.480 common shares in a 401(k) plan and units in the HII Stock Fund of the Savings Excess Plan.