Hughes Edmond E. Jr. 4

What Happened
Edmond E. Hughes Jr., a former Vice President and Chief HR Officer of Huntington Ingalls Industries (HII), received 4,782 shares upon settlement of performance stock rights and was subject to withholding of 2,123.205 shares to cover taxes. The settled shares were valued at $435.58 each (total ~$2,082,944); withheld shares equal ~$924,826. In addition, Hughes was granted 688 Restricted Stock Rights (RSRs) that vest ratably over three years.

Key Details

• Transaction date: 2026-02-25; Filing date: 2026-02-27 (appears timely).
• Acquisitions: 4,782 shares issued on settlement of restricted performance stock rights (RPSRs) at $435.58 each — total value $2,082,944. (Code A)
• Tax withholding: 2,123.205 shares withheld by the issuer to satisfy withholding taxes on the RPSR settlement, disposed at $435.58 each — value ~$924,826. (Code F)
• Grant: 688 RSRs granted at $0.00 (derivative award granted under the 2022 LTISP on 2/25/2026); RSRs vest one‑third on each of the next three anniversaries. (Footnotes F1–F3)
• Shares owned after the transaction: Not specified in the Form 4 filing.
• No 10b5‑1 trading plan or late‑filing indication is stated in the filing.

Context

• The 4,782-share entry reflects settlement of performance‑based awards for the period ending 12/31/2025 (earned compensation), not an open‑market purchase.
• The 2,123.205‑share disposition is a routine tax withholding by the company to satisfy payroll/tax obligations on the award, not a sale initiated by the insider.
• The 688 RSRs are contingent rights that will convert to shares (or cash at the Compensation Committee's discretion) only as they vest over the next three years.