Blanchette Brian D. 4

What Happened

• Brian D. Blanchette, Ex‑Vice President and President, Ingalls, received a settlement of restricted performance stock rights (RPSRs) and a separate grant of restricted stock rights (RSRs) on 2026-02-25.
  • 1,445 shares were issued on settlement of RPSRs at $435.58 per share (value ≈ $629,413).
  • 626.409 shares were withheld by the issuer to satisfy withholding taxes on the RPSR settlement (disposed) at the same $435.58 per share (value ≈ $272,851).
  • In addition, 1,033 RSRs (derivative awards) were granted at $0.00; these RSRs vest in three equal annual installments and represent contingent rights to receive shares or, at the Compensation Committee’s discretion, cash or a mix of cash and shares.

Key Details

• Transaction date: 2026-02-25; Filing date: 2026-02-27 (timely).
• Settlement price for issued/withheld shares: $435.58 per share.
• Shares issued on settlement: 1,445 (≈ $629,413). Shares withheld for taxes: 626.409 (≈ $272,851). Net immediate shares retained ≈ 818.591 (1,445 − 626.409).
• Derivative grant: 1,033 RSRs granted under the 2022 Long‑Term Incentive Stock Plan (vest ratably over 3 years).
• Footnotes: F1 = RPSRs settled for performance period ending 12/31/2025; F2 = shares withheld for withholding taxes; F3 = RSR grant and vesting terms; F4 = plan units conversion detail for Plan holdings.
• Shares owned after the transaction are not specified in the provided excerpt.

Context

• These transactions are compensation-related (award settlement and new long‑term award), not open‑market buys or discretionary sales. The withholding of 626.409 shares is a routine tax-withholding action (transaction code F), not a market sale.
• RSRs are derivative/time‑vesting rights and do not represent immediately transferable shares until vested or settled.