HII (HII) executive reports stock grants and tax-share withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Brian D. Blanchette reported a mix of equity awards and related tax withholding transactions. He acquired 1,033 Restricted Stock Rights under the 2022 Long-Term Incentive Stock Plan and 1,445 shares of common stock issued upon settlement of restricted performance stock rights for a performance period that ended on 12/31/2025.

To cover withholding taxes on these awards, 626.409 shares of common stock were withheld by the company, recorded as a disposition but not an open-market sale. The new Restricted Stock Rights vest in three equal annual installments on each of the first, second, and third anniversaries of the February 25, 2026 grant date.

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

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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^*

Blanchette Brian D.

(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 and President, Ingalls

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		1,445(1)	A	$435.58	3,161.681	D
Common Stock	02/25/2026		F		626.409(2)	D	$435.58	2,535.272	D
Common Stock								1,408.25	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	(3)	02/25/2026		A		1,033		(3)	(3)	Restricted Stock Rights	1,033	$0	3,041.474	D
SEP	(4)							(4)	(4)	SEP Unit	876.5		3,785.1378	D

Explanation of Responses:

1. Shares issued upon settlement of restricted performance stock rights ("RPSRs") for the performance period that ended on 12/31/2025.

2. Shares withheld by issuer for payment of withholding taxes on RPSRs.

3. 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 2/25/26 and vest ratably in three equal installments upon each of the first, second, and third anniversaries of the grant date.

4. 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	02/27/2026
	** 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).
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FAQ

What insider transactions did HII executive Brian D. Blanchette report?

Brian D. Blanchette reported receiving equity awards and related tax-withholding transactions on HII stock. He acquired Restricted Stock Rights and common shares issued from performance-based awards, while some shares were withheld by the company to satisfy tax obligations tied to those grants.

How many Huntington Ingalls (HII) Restricted Stock Rights were granted to Blanchette?

Blanchette received 1,033 Restricted Stock Rights from Huntington Ingalls. Each right represents a contingent claim on an equivalent number of HII common shares or, at the compensation committee’s discretion, cash or a mix of cash and shares under the 2022 Long-Term Incentive Stock Plan.

What common stock awards did Huntington Ingalls (HII) issue to Blanchette?

Huntington Ingalls issued 1,445 shares of common stock to Blanchette. These shares were delivered upon settlement of restricted performance stock rights tied to a performance period that ended on December 31, 2025, reflecting earned long-term incentive compensation.

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

The disposition reflects 626.409 HII shares withheld by the issuer to pay withholding taxes. This is a tax-withholding mechanism, not an open-market sale, associated with settlement of equity awards and is recorded under code F for tax liability payment using shares.

How do Blanchette’s new HII Restricted Stock Rights vest over time?

Blanchette’s new Restricted Stock Rights vest in three equal installments. They vest ratably on each of the first, second, and third anniversaries of the February 25, 2026 grant date, aligning value delivery with multi-year service and performance expectations at Huntington Ingalls.

What plan governs Blanchette’s new HII equity awards?

The new Restricted Stock Rights were granted under Huntington Ingalls’ 2022 Long-Term Incentive Stock Plan. This plan allows awards that may settle in common stock, cash, or a combination, with vesting schedules and settlement terms approved by the company’s compensation committee.