Kastner Christopher D 4

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.