Chewning Eric D. 4

What Happened
Eric D. Chewning, EVP of Maritime Systems & Corporate Strategy at Huntington Ingalls (HII), converted Restricted Stock Rights (RSRs) that vested on 2026-02-26 into 306.778 shares of common stock (reported value $443.00 per share; total ~$135,903). To cover withholding taxes, the issuer withheld 138.357 of those shares (reported value ~$61,292). Net shares received from this vesting/conversion were 168.421 shares. These transactions are compensation-related (vesting of previously granted RSRs), not an open-market purchase or discretionary sale.

Key Details

• Transaction date: 2026-02-26; Form 4 filed: 2026-03-02 (filed within the standard two business-day window).
• Conversion (code M): 306.778 RSRs converted to 306.778 shares at $443.00/share (total ~$135,903).
• Tax withholding (code F): 138.357 shares withheld by issuer at $443.00/share (total ~$61,292) to satisfy withholding taxes on vested RSRs.
• Net shares delivered to insider: 306.778 − 138.357 = 168.421 shares.
• Footnotes: F1 = shares withheld by issuer for taxes on RSRs that vested 2/26/26; F2 = RSRs were granted 2/26/24 under the 2022 LTISP and vest in three equal annual installments.
• Shares owned after the transaction: not provided in the information supplied.

Context

• This was a routine compensation vesting/conversion of RSRs (restricted stock rights). The withholding of shares to cover taxes is a common cashless mechanism and should not be treated as a market-sale signal by itself.
• The RSRs were granted 2/26/24 and vested ratably; this appears to be an installment vesting event rather than a discretionary buy or sell.