Chewning Eric D. 4

What Happened

• Eric D. Chewning, EVP, Maritime Systems & Corporate Strategy at Huntington Ingalls Industries (HII), received a settlement of restricted performance stock rights (RPSRs) on 2026-02-25: 4,782 shares issued at $435.58 per share, valued at $2,082,944 (transaction code A).
• Concurrently, 1,905.599 shares were withheld by the issuer to satisfy tax withholding obligations related to the RPSR settlement (transaction code F), representing $830,041 at the same per-share value (this is a disposition for tax payment, not an open-market sale).
• Chewning was also granted 688 Restricted Stock Rights (RSRs) on 2026-02-25 (transaction code A). These RSRs are derivative awards that vest in three equal installments over the next three years under the 2022 Long-Term Incentive Stock Plan.

Key Details

• Transaction date(s): 2026-02-25; Form 4 filed 2026-02-27 (appears timely).
• Prices/values: 4,782 shares × $435.58 = $2,082,944; 1,905.599 shares × $435.58 = $830,041; 688 RSRs granted at $0.00 (derivative award).
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1 = shares issued on settlement of RPSRs for performance period ending 12/31/2025; F2 = shares withheld for taxes; F3 = RSRs grant under 2022 LTISP vesting ratably over 3 years and may be settled in stock or cash at the Committee’s discretion.
• Transaction codes: A = award/grant/acquisition; F = payment of tax liability via share withholding.

Context

• The main activity is a compensation settlement (RPSR payout) and a new restricted award — routine executive compensation actions rather than open-market buying or selling. The tax-withholding withholding is a standard administrative disposition that reduces the net shares the insider receives.
• RSRs are contingent rights to future stock (or cash) and do not represent immediately tradeable shares; they vest over time, so their economic impact is tied to future vesting and any Committee settlement choices.