HII (HII) executive details restricted stock vesting and tax withholding

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Edgar A. Green III reported equity award activity and related tax withholding. On 2/26/26, he exercised 414.933 Restricted Stock Rights into the same number of common shares at a stated price of $443.00 per share, as part of awards granted under the 2022 Long-Term Incentive Stock Plan that vest in three annual installments.

To cover withholding taxes on these vested awards, 187.135 common shares were withheld by the company, reducing the net shares he retained. After these transactions, he directly held 11,658.005 common shares, had an indirect holding of 2,080.480 shares through a 401(k) plan, and an interest in units tied to 2,166.620 shares in the Savings Excess Plan.

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^*

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)
02/26/2026

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		414.933	A	$443	11,845.14	D
Common Stock	02/26/2026		F		187.135(1)	D	$443	11,658.005	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)	02/26/2026		M			414.933	(2)	(2)	Common Stock	414.933	$0	3,264.017	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 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).
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FAQ

What insider transactions did HII executive Edgar A. Green III report?

Edgar A. Green III reported exercising 414.933 Restricted Stock Rights into common shares and a related tax-withholding disposition of 187.135 shares. These actions reflect routine vesting and settlement of equity awards rather than open-market buying or selling.

How many HII shares did Edgar A. Green III acquire through equity awards?

He acquired 414.933 shares of Huntington Ingalls Industries common stock through the exercise of Restricted Stock Rights at a stated price of $443.00 per share. These rights were granted under the 2022 Long-Term Incentive Stock Plan and vested on February 26, 2026.

Why were some HII shares disposed of in Edgar A. Green III’s Form 4?

The filing shows a disposition of 187.135 common shares coded as a tax-withholding transaction. These shares were withheld by Huntington Ingalls Industries to pay withholding taxes on vested Restricted Stock Rights, rather than sold by the executive in the open market.

What are Restricted Stock Rights (RSRs) in the HII filing?

The Restricted Stock Rights represent a contingent right to receive an equivalent number of HII common shares, or cash, or a combination. They were granted on February 26, 2024, and vest in three equal annual installments on each of the first, second, and third anniversaries.

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

After the reported transactions, he directly holds 11,658.005 shares of HII common stock. He also has 2,080.480 shares indirectly through a 401(k) plan and an interest in Savings Excess Plan units tied to 2,166.620 shares, according to the filing.

How are HII Savings Excess Plan holdings reported for Edgar A. Green III?

His interest in the HII Stock Fund within the Savings Excess Plan is reported as units of interest. The plan administrator calculates how many Huntington Ingalls Industries common shares those units represent, and the filing lists this as 2,166.620 shares after the transactions.