Hughes Edmond E. Jr. 4

4 · HUNTINGTON INGALLS INDUSTRIES, INC. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

HII Ex-HR Chief Edmond Hughes Exercises Restricted Stock Rights

What Happened

Edmond E. Hughes Jr., former Vice President & Chief Human Resources Officer of Huntington Ingalls Industries (HII), had 306.778 restricted stock rights (RSRs) convert to common shares on 2026-02-26. The converted shares are valued at $443.00 each for a gross value of $135,903.
To cover withholding taxes, 138.357 of those shares were surrendered (share-withholding) valued at $61,292, leaving a net 168.421 shares retained with an approximate net value of $74,611. The filing shows the RSR derivative interest was extinguished on conversion.

Key Details

Transaction date: 2026-02-26; Filing date: 2026-03-02 (filed on time).
Gross value of conversion: 306.778 shares × $443.00 = $135,903.
Shares withheld for taxes: 138.357 × $443.00 = $61,292 (share-for-tax withholding, code F).
Net shares acquired: 168.421; net value ≈ $74,611.
The derivative line reporting 306.778 shares at $0.00 reflects conversion/extinguishment of the RSRs (code M).
Shares owned after the reported transaction are not specified in the provided filing.
Footnotes: F1 confirms shares were withheld to pay withholding taxes on RSRs that vested 2/26/26. F2 explains RSRs were granted under the 2022 LTISP on 2/26/24 and vest in three equal annual installments. F3 notes certain plan holdings may be held in units that are converted to shares by the plan administrator.

Context

This was a vesting/conversion of restricted stock rights, not an open-market purchase or an opportunistic sale. The transaction included a common cashless-like step where shares were withheld to satisfy tax withholding—typical for vested equity awards.
Such vesting/conversion events are routine compensation actions and do not, by themselves, indicate the insider’s market view.

Form 4

Period: 2026-02-26

Ex VP & Chief HR Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-26$443.00/sh+306.778$135,903→ 12,029.492 total
Tax Payment
Common Stock
[F1]
2026-02-26$443.00/sh−138.357$61,292→ 11,891.135 total
Exercise/Conversion
Restricted Stock Rights
[F2]
2026-02-26−306.778→ 2,205.847 total
→ Common Stock (306.778 underlying)

Holdings

Footnotes (3)

[F1]Shares withheld by issuer for the payment of withholding taxes on restricted stock rights ("RSRs") that vested on 2/26/26.
[F2]Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Company common stock, or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock. The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") on 2/26/24 and vest ratably in three equal installments upon each of the first, second and third anniversaries of the grant date.
[F3]The reporting person's interest in the HII Stock Fund of the Huntington Ingalls Industries, Inc. Savings Excess Plan (the "Plan") is held in the form of units of interest. The Plan's administrator calculates the number of shares of issuer common stock represented by units in the HII Stock Fund.

Signature

/s/ Tiffany M. King, Attorney-in-Fact|2026-03-02

1 file