HII (NYSE: HII) CEO granted stock; shares withheld to cover taxes

Rhea-AI Filing Summary

Huntington Ingalls Industries Director, President & CEO Christopher D. Kastner reported equity compensation awards and related tax withholding transactions in company stock.

He was granted 5,854 Restricted Stock Rights at a stated price of $0.0000 per right and 32,638 shares of common stock at $435.5800 per share as a grant, award, or other acquisition. Footnotes state these include shares issued upon settlement of restricted performance stock rights for a performance period that ended on 12/31/2025 and new restricted stock rights under the 2022 Long-Term Incentive Stock Plan that vest in three equal annual installments after the 2/25/26 grant date.

To cover withholding taxes on these awards, 14,719.738 shares of common stock were disposed of at $435.5800 per share through a tax-withholding transaction. Following these updates, the filing also reports direct holdings in a savings excess plan "HII Stock Fund" and indirect common stock holdings via a 401(k) plan and the Kastner Family Trust.

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^*

Kastner Christopher 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director, President & CEO

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		32,638(1)	A	$435.58	37,726.833	D
Common Stock	02/25/2026		F		14,719.738(2)	D	$435.58	23,007.095	D
Common Stock								100.55	I	By 401(k) Plan
Common Stock								67,479.087	I	Held in the Kastner Family Trust

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		5,854		(3)	(3)	Common Stock	5,854	$0	20,834.54	D
SEP	(4)							(4)	(4)	Common Stock	3,295.67		14,232.302	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 CEO Christopher D. Kastner report on this Form 4?

Christopher D. Kastner reported equity compensation activity, including grants of restricted stock rights and common stock, plus shares withheld for taxes. The filing shows non-market transactions tied to performance awards and long‑term incentive grants rather than open-market buying or selling.

How many Restricted Stock Rights did HII grant to Christopher D. Kastner?

He was granted 5,854 Restricted Stock Rights at a stated price of $0.0000 per right. Each right represents a contingent claim on an equivalent share of Huntington Ingalls Industries common stock or cash, under the 2022 Long-Term Incentive Stock Plan.

What common stock awards did Christopher D. Kastner receive in HII shares?

He received a grant of 32,638 shares of Huntington Ingalls Industries common stock at $435.5800 per share. The filing characterizes this as a grant, award, or other acquisition, aligning with his long‑term incentive and performance stock right settlements.

Why were HII shares disposed of in this Form 4 for Christopher D. Kastner?

The Form 4 reports a tax-withholding disposition of 14,719.738 shares of HII common stock at $435.5800 per share. Footnotes explain these shares were withheld by the issuer to pay withholding taxes on restricted performance stock rights.

How do the new Restricted Stock Rights for HII’s CEO vest over time?

The Restricted Stock Rights granted on 2/25/26 under HII’s 2022 Long-Term Incentive Stock Plan vest ratably in three equal installments. Vesting occurs on the first, second, and third anniversaries of the grant date, subject to the plan’s standard conditions.

What indirect HII share holdings does Christopher D. Kastner report?

He reports indirect ownership of HII common stock through a 401(k) plan and the Kastner Family Trust. The Form 4 notes his interest in the HII Stock Fund of a savings excess plan is held as units, with the plan administrator determining the equivalent share count.