Kastner Christopher D 4

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.