Kastner Christopher D 4

4 · HUNTINGTON INGALLS INDUSTRIES, INC. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Huntington Ingalls (HII) CEO Christopher Kastner Exercises Awards

What Happened

Christopher D. Kastner, President & CEO and Director of Huntington Ingalls Industries (HII), had 2,344.001 Restricted Stock Rights (RSRs) convert to common shares on 2026-02-26. The shares were valued at $443.00 each for a total notional value of $1,038,392.
To cover withholding taxes on the vesting, 1,057.145 shares were withheld/disposed by the issuer (reported as code F) at the same $443.00 per-share value (value $468,315). After withholding, Kastner retained a net 1,286.856 shares (net value ≈ $570,077).
The filing also reports the associated derivative interest being converted/cancelled (reported as an M-coded disposition at $0), reflecting the conversion of the RSRs into common shares.

Key Details

Transaction date: 2026-02-26; price used for valuation: $443.00 per share.
Shares reported acquired (conversion): 2,344.001; shares withheld for taxes (disposed): 1,057.145; net retained: 1,286.856 shares.
Reported values: acquisition ≈ $1,038,392; tax withholding ≈ $468,315; net value retained ≈ $570,077.
Footnotes: F1 = shares withheld by issuer to pay withholding taxes on vested RSRs; F2 = RSRs granted 2/26/24 under 2022 LTISP vesting ratably over 3 years; F3 = separate note about the Plan’s unit/share accounting.
Filing date: 2026-03-02. The Form 4 was filed within the typical 2-business-day window and is not marked late.

Context

This was a vesting/conversion of restricted stock rights, not an open-market purchase or discretionary sale. Withholding shares for taxes is a common, routine practice (a cashless way to satisfy tax obligations) and doesn't necessarily signal a buy/sell decision by the insider.
The transaction codes: M = exercise/conversion of a derivative (RSR conversion to shares); F = shares withheld to pay taxes. No 10b5-1 plan or gift was reported.

Form 4

Period: 2026-02-26

DirectorDirector, President & CEO

Transactions

Exercise/Conversion
Common Stock
2026-02-26$443.00/sh+2,344.001$1,038,392→ 25,351.096 total
Tax Payment
Common Stock
[F1]
2026-02-26$443.00/sh−1,057.145$468,315→ 24,293.951 total
Exercise/Conversion
Restricted Stock Rights
[F2]
2026-02-26−2,344.001→ 18,490.539 total
→ Common Stock (2,344.001 underlying)

Holdings

Footnotes (3)

[F1]Shares withheld by issuer for the payment of withholding taxes on restricted stock rights ("RSRs") that vested on 2/26/26.
[F2]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.
[F3]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.

Signature

/s/ Tiffany M. King, Attorney-in-Fact|2026-03-02

1 file