HII EVP exercises awards, shares withheld for taxes

Huntington Ingalls Industries executive Eric D. Chewning reported equity award activity involving company stock.

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Eric D. Chewning reported equity award activity involving company stock. On February 24, 2026, he exercised 605.021 Restricted Stock Rights at $0.00 per share, converting them into an equal number of common shares and increasing his directly held common stock.

On the same date, 193.611 common shares were automatically withheld by the company at a price of $447.73 per share to cover withholding taxes on the vested Restricted Stock Rights, as described in the footnotes. After these transactions, he directly held 604.666 common shares and 1,824.625 Restricted Stock Rights under the long-term incentive plan.

Insider Trade Summary

605.021 shares exercised/converted

Exercise 3 txns

Insider Chewning Eric D.

Role EVP, Maritime Sys & Corp STR

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Rights	605.021	$0.00	$0.00
Exercise	Common Stock	605.021	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	193.611	$447.73	$87K

Holdings After Transaction: Restricted Stock Rights — 1,824.625 contracts (Direct); Common Stock — 604.666 shares (Direct)

Footnotes (2)

1. F1. Shares withheld by issuer for the payment of withholding taxes on Restricted Stock Rights ("RSRs") that vested on February 24, 2026.
2. F2. 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.

FAQ

What insider transactions did HII executive Eric D. Chewning report on this Form 4?

Eric D. Chewning reported exercising Restricted Stock Rights and a related tax withholding share disposition. He converted 605.021 RSRs into common stock, and 193.611 shares were withheld by Huntington Ingalls Industries to satisfy tax obligations tied to the vesting.

How many Huntington Ingalls (HII) Restricted Stock Rights did Eric D. Chewning exercise?

Eric D. Chewning exercised 605.021 Restricted Stock Rights. Each RSR converted into one share of Huntington Ingalls common stock at $0.00 per share as part of his long-term incentive compensation, increasing his directly held common shares on the transaction date.

What was the purpose of the shares withheld from Eric D. Chewning’s HII stock award?

Shares were withheld to cover tax withholding obligations on vested Restricted Stock Rights. Huntington Ingalls withheld 193.611 common shares at $447.73 per share to pay required withholding taxes when the equity award vested on February 24, 2026.

What are Restricted Stock Rights (RSRs) in the context of HII’s long-term incentive plan?

Restricted Stock Rights represent a contingent right to receive HII common shares or cash. Under the 2022 Long-Term Incentive Stock Plan, each RSR can settle in stock, cash, or a combination, and typically vests in installments on specified anniversaries of the grant date.

How many Huntington Ingalls (HII) common shares did Eric D. Chewning own after these transactions?

After the reported transactions, Eric D. Chewning directly held 604.666 HII common shares. This reflects the shares received from exercising 605.021 Restricted Stock Rights, net of 193.611 shares withheld by the company to satisfy related tax obligations.

How do Eric D. Chewning’s remaining Restricted Stock Rights in HII vest over time?

The Restricted Stock Rights vest in three equal annual installments. Granted on February 24, 2025 under the 2022 Long-Term Incentive Stock Plan, they vest ratably on each of the first, second, and third anniversaries of the grant date, subject to the plan’s terms.

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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^*

Chewning Eric D.

(Last) (First) (Middle)

C/O HUNTINGTON INGALLS INDUSTRIES, INC.

4101 WASHINGTON AVE.

(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)
	EVP, Maritime Sys & Corp STR

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		605.021	A	$0	798.277	D
Common Stock	02/24/2026		F		193.611(1)	D	$447.73	604.666	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			605.021	(2)	(2)	Common Stock	605.021	$0	1,824.625	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	02/26/2026
	** 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.