Kastner Christopher D 4
4 · HUNTINGTON INGALLS INDUSTRIES, INC. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Huntington Ingalls CEO Kastner Receives Award, Withholds Shares
What Happened
Christopher D. Kastner, President & CEO and a director of Huntington Ingalls Industries (HII), received an award of 32,638 shares (settlement of restricted performance stock rights) on Feb 25, 2026 at an effective value of $435.58 per share (≈ $14,216,460). To cover withholding taxes on that award, 14,719.738 shares were withheld/disposed at the same per-share value (≈ $6,411,623). Separately, Kastner was also granted 5,854 Restricted Stock Rights (RSRs) on 2/25/2026 (derivative award) that vest ratably over three years under the company’s LTISP.
Key Details
- Transaction date: 2026-02-25. Filing date: 2026-02-27 (filed within the normal Form 4 window).
- Awards/settlement: 32,638 shares issued upon settlement of RPSRs at $435.58 (total ≈ $14.22M). (Code A)
- Tax withholding: 14,719.738 shares withheld/disposed to cover taxes at $435.58 (total ≈ $6.41M). (Code F)
- New derivative grant: 5,854 RSRs granted (no immediate cash value reported); RSRs vest in three equal annual installments and may be settled in stock, cash, or a mix at the committee’s discretion. (See footnote describing LTISP grant.)
- Net shares added from the settlement: 32,638 issued − 14,719.738 withheld = 17,918.262 net shares (≈ $7.8M net value at $435.58).
- Shares owned after the transactions: not shown in the excerpt provided.
- Footnotes: settlement relates to performance period ending 12/31/2025; shares were withheld by the issuer to satisfy tax withholding.
Context
- This was a compensation-related settlement and award, not an open-market purchase or sale by the insider. Withholding of shares to cover taxes (cashless withholding) is routine and does not by itself indicate a buy/sell trading decision.
- The RSRs are derivative awards that vest over time and may convert to stock or cash per the compensation committee’s discretion; they are not immediate open-market purchases.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-25$435.58/sh+32,638$14,216,460→ 37,726.833 total - Tax Payment
Common Stock
[F2]2026-02-25$435.58/sh−14,719.738$6,411,623→ 23,007.095 total - Award
Restricted Stock Rights
[F3]2026-02-25+5,854→ 20,834.54 total→ Common Stock (5,854 underlying)
- 100.55(indirect: By 401(k))
Common Stock
- 67,479.087(indirect: By Trust)
Common Stock
- 14,232.302
SEP
[F4]→ Common Stock (3,295.67 underlying)
Footnotes (4)
- [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.
- [F4]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.