HII (NYSE: HII) executive awarded shares and rights, shares withheld for tax

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Rhea-AI Filing Summary

Huntington Ingalls Industries executive Kara R. Wilkinson reported equity compensation grants and related tax withholding. On 2/25/26, she acquired 1,033 Restricted Stock Rights at $0.0000 per right and 6,470 shares of common stock at $435.5800 per share as grant/award acquisitions.

A separate transaction disposed of 2,917.970 shares of common stock at $435.5800 per share to cover withholding taxes on restricted performance stock rights. After these transactions, she directly held 14,638.894 shares of common stock and 3,678.950 Restricted Stock Rights. The Restricted Stock Rights were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal installments on each of the first, second, and third anniversaries of the 2/25/26 grant date.

Insider Trade Summary

Net Buyer: 3,552.03 shares

Net Buy 3 txns

Insider Wilkinson Kara R.

Role Ex. VP and President, NNS

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Rights	1,033	$0.00	$0.00
Grant/Award	Common Stock	6,470	$435.58	$2.82M
Exercise Price or Tax Liability	Common Stock	2,917.97	$435.58	$1.27M

Holdings After Transaction: Restricted Stock Rights — 3,678.95 shares (Direct); Common Stock — 14,638.894 shares (Direct)

Footnotes (3)

F1. Shares issued upon settlement of restricted performance stock rights ("RPSRs") for the performance period that ended on 12/31/2025.
F2. Shares withheld by issuer for payment of withholding taxes on RPSRs.
F3. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 04:19 PM

FAQ

What insider transactions did HII executive Kara R. Wilkinson report on this Form 4?

Kara R. Wilkinson reported equity compensation activity, including grants of Restricted Stock Rights and common shares, plus a tax-withholding share disposition. These transactions reflect incentive awards rather than open-market trading, aligning her compensation with Huntington Ingalls Industries’ long-term performance.

How many shares and rights did Kara R. Wilkinson acquire in the latest HII Form 4?

She acquired 1,033 Restricted Stock Rights and 6,470 shares of Huntington Ingalls Industries common stock. These awards were reported as grant or award acquisitions, indicating compensation-related grants rather than purchases, and increase her direct equity exposure to the company’s stock.

Why were some HII shares disposed of in Kara R. Wilkinson’s Form 4 filing?

The filing shows a disposition of 2,917.970 common shares coded “F,” meaning shares were withheld to pay withholding taxes on restricted performance stock rights. This is a tax-withholding mechanism, not an open-market sale by the executive.

What is the vesting schedule for Kara R. Wilkinson’s Restricted Stock Rights at HII?

Each Restricted Stock Right was granted under the 2022 Long-Term Incentive Stock Plan on 2/25/26. The rights vest ratably in three equal installments on the first, second, and third anniversaries of the grant date, subject to the plan’s terms.

How many HII shares and rights does Kara R. Wilkinson hold after these transactions?

After the reported transactions, she directly holds 14,638.894 shares of Huntington Ingalls Industries common stock and 3,678.950 Restricted Stock Rights. These positions reflect her post-transaction beneficial ownership as reported in the Form 4 filing.

What are Restricted Stock Rights and RPSRs in the HII Form 4 for Kara R. Wilkinson?

Each Restricted Stock Right represents a contingent right to receive an equivalent number of HII common shares, cash, or a combination. The filing also references restricted performance stock rights, where shares were issued and some withheld to cover associated tax obligations.

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^*

Wilkinson Kara R.

(Last)

(First)

(Middle)

4101 WASHINGTON AVENUE

(Street)

NEWPORT NEWS

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, NNS

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2026		A		6,470⁽¹⁾	A	$435.58	17,556.864	D
Common Stock	02/25/2026		F		2,917.97⁽²⁾	D	$435.58	14,638.894	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Rights	⁽³⁾	02/25/2026		A		1,033		⁽³⁾	⁽³⁾	Common Stock	1,033	$0	3,678.95	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.

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).
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.

Source: View Original Filing on SEC EDGAR