Boudreaux Chad N. 4

What Happened

• Chad N. Boudreaux, Ex Vice President & Chief Legal Officer of Huntington Ingalls Industries (HII), had restricted performance stock rights (RPSRs) settle on 2026-02-25, receiving 6,470 shares of HII common stock at an indicated value of $435.58 per share (total ≈ $2,818,203).
• To cover withholding taxes on that settlement, 2,917.97 shares were withheld by the issuer (disposition) at the same price, with an indicated value of ≈ $1,271,009.
• Separately on 2026-02-25 Boudreaux was granted 1,136 Restricted Stock Rights (RSRs) under the 2022 LTISP (derivative award; no immediate cash value reported).

Key Details

• Transaction date(s): 2026-02-25; Form 4 filed 2026-02-27 (appears timely).
• Prices: $435.58 per share used to value the issued/withheld shares.
• Shares received: 6,470 shares issued upon settlement of RPSRs (performance period ended 12/31/2025).
• Shares withheld for taxes: 2,917.97 shares (issuer withholding to satisfy tax obligation).
• New grant: 1,136 RSRs granted 2/25/2026 (vest ratably in three equal annual installments).
• Shares owned after the transactions: not specified in the filing.
• Relevant footnotes: F1 = settlement of RPSRs for 2025 performance; F2 = shares withheld by issuer for withholding taxes; F3 = RSR grant terms (vesting and possible cash/stock settlement).

Context

• The 6,470 shares were a settlement of performance-based awards (RPSRs), not an open‑market purchase or sale; the withholding of 2,917.97 shares is a routine tax-withholding disposition and not an indication of an open-market sale.
• The 1,136 RSRs are contingent rights that may convert to shares (or cash, at the Compensation Committee’s discretion) and vest over three years.
• These types of award settlements and withholdings are common for executive compensation and should be considered administrative rather than a direct signal of insider buying or selling intent.