Wilkinson Kara R. 4

What Happened

• Kara R. Wilkinson, Executive Vice President and President, NNS (Huntington Ingalls), had restricted performance stock rights settle and received 6,470 shares on 2026-02-25 (valued at $435.58/share, total $2,818,203). To satisfy withholding taxes on that settlement, 2,917.97 shares were withheld/disposed at the same $435.58/share (value $1,271,009). Separately, she was granted 1,033 Restricted Stock Rights (RSRs) on 2/25/2026 (derivative award; $0 reported value).

Key Details

• Transaction dates: 2026-02-25; Filing date: 2026-02-27 (reporting appears timely).
• Awards/settlement: 6,470 shares issued upon settlement of restricted performance stock rights (RPSRs) @ $435.58 = $2,818,203. (Code A)
• Tax withholding: 2,917.97 shares withheld/disposed to cover taxes @ $435.58 = $1,271,009. (Code F)
• Derivative grant: 1,033 RSRs granted under the 2022 LTISP on 2/25/2026; reported at $0 (contingent/derivative). (Code A)
• Shares owned after transaction: Not disclosed in this Form 4 filing.
• Relevant footnotes: F1—RPSRs settled for the performance period ended 12/31/2025; F2—shares withheld by issuer for taxes; F3—RSRs are contingent rights to receive shares (or cash) and vest in three equal annual installments beginning on the grant date.

Context

• This was an award/settlement, not an open-market purchase or discretionary sale; the withholding of shares for taxes is a routine, administrative disposition and not necessarily a negative signal about insider sentiment.
• The newly granted RSRs are derivative awards that vest ratably over three years and could convert to shares (or cash) per the Compensation Committee’s discretion.