Boudreaux Chad N. 4

What Happened
Chad N. Boudreaux, Ex VP & Chief Legal Officer of Huntington Ingalls Industries (HII), had 414.933 restricted stock rights (RSRs) convert into common shares on 2026-02-26. The conversion is reported as a derivative exercise (code M) with a reported per-share amount of $443.00 (total value shown $183,815). The company withheld 187.135 shares to cover withholding taxes (code F), valued at $82,901, leaving a net receipt of 227.798 shares (net value ≈ $100,914). No open-market sale occurred.

Key Details

• Transaction date: 2026-02-26; filing date: 2026-03-02 (filed within the required two-business-day window).
• Conversion/exercise: 414.933 RSRs -> 414.933 shares (reported value $183,815).
• Tax withholding: 187.135 shares withheld by issuer to satisfy withholding taxes (value $82,901).
• Net shares received: 227.798 shares (net value ≈ $100,914).
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnotes: RSRs were granted under the 2022 Long-Term Incentive Stock Plan on 2/26/2024 and vest in three equal annual installments; the shares withheld were specifically for tax withholding on vested RSRs.
• Transaction codes: M = exercise/conversion of a derivative (RSR conversion); F = shares withheld for taxes.

Context
This was a vesting/conversion of restricted stock rights rather than an open-market buy or sale. The withholding of shares to cover taxes is a routine administrative step and does not indicate a market sale. The filing appears timely.