What changed in this filing

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Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-06 · 17 added, 79 removed, 281 unchanged (25% of the section changed)

12 unchanged sentences

Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025, based on criteria in Internal Control – Integrated Framework ( 2013 ), issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of

December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8.

OTHER INFORMATION

2 unchanged sentences

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

6 unchanged sentences

Blanchette 51 Executive Vice President and President, Ingalls Shipbuilding

Borkey 61 Executive Vice President and Chief Technology Officer

Boudreaux 52 Executive Vice President and Chief Legal Officer

Boykin 60 Executive Vice President, Special Projects

Chewning 47 Executive Vice President, Strategy and Development

Chewning 48 Executive Vice President, Maritime Systems & Corporate Strategy

Green III 60 Executive Vice President and President, Mission Technologies

Harris 60 Executive Vice President, Chief Sustainability and Compliance Officer

Hart 54 Executive Vice President, Communications

Holmes 63 Executive Vice President, Government and Customer Relations

Hughes 62 Executive Vice President and Chief Human Resources Officer

Powell 60 Corporate Vice President and Treasurer

Schuck 52 Corporate Vice President, Controller and Chief Accounting Officer

Christopher W.

Soong 52 Executive Vice President and Chief Information Officer

Stiehle 60 Executive Vice President and Chief Financial Officer

12 unchanged sentences

Blanchette began his career at Ingalls Shipbuilding in 1996 and has held various positions of increasing responsibility during his tenure in Engineering, Program Management and Business Development.

Borkey, Executive Vice President and Chief Technology Officer – Mr.

Borkey has served as Executive Vice President and Chief Technology Officer since September 2022.

Prior to that, he served as he served as Chief Technology Officer at Alion Science and Technology from October 2017 and continued in that role following the Company's acquisition of Alion until September 2022.

Before joining Alion, Mr.

Borkey served as CTO for Thales Defense and Security and DRS Defense Solutions.

Boudreaux, Executive Vice President and Chief Legal Officer – Mr.

7 unchanged sentences

Department of Justice.

Boykin, Executive Vice President, Special Projects – Ms.

Boykin has served as Executive Vice President, Special Projects since January 2025.

She began her career in the Newport News Shipbuilding nuclear engineering division in 1987 and held positions of increasing responsibility at Newport News Shipbuilding, including as Vice President of Engineering and Design and Vice President of Quality and Process Excellence, until serving as Executive Vice President and President, Newport News Shipbuilding from July 2017 to December 2024.

Chewning, Executive Vice President, Strategy and Development – Mr.

Chewning has served as Executive Vice President, Strategy and Development since January 2023.

Chewning, Executive Vice President, Maritime Systems & Corporate Strategy – Mr.

Chewning has served as Executive Vice President, Maritime Systems & Corporate Strategy since August 2025.

From January 2023 to August 2025, he served as Executive Vice President, Strategy and Development.

Before joining HII, Mr.

12 unchanged sentences

Navy nuclear submarine officer on board USS Tecumseh (SSBN-628).

Harris, Executive Vice President and Chief Sustainability and Compliance Officer – Mr.

Harris has served as Executive Vice President and Chief Sustainability and Compliance Officer since March 2022, and from September 2020 to March 2022, he served as Corporate Vice President, Chief Compliance and Privacy Officer.

Before joining HII, Mr.

Harris served as Senior Vice President at Hampton University from September 2016 to September 2020.

Harris was a Member of the Virginia House of Delegates from 1998 to 2001.

Hart, Executive Vice President, Communications – Ms.

Hart has served as Executive Vice President, Communications since September 2021.

Prior to joining HII, she served as Vice President of Communications and Brand at Sierra Nevada Corporation, a defense contractor, from August 2015 until September 2021.

In prior roles, Ms.

Hart served as Vice President at Disruption Corporation and Crystal Tech Fund and as Senior Communications Officer at The Pew Charitable Trusts.

Holmes, Executive Vice President, Government and Customer Relations – Mr.

Holmes has served as Executive Vice President, Government and Customer Relations since September 2021.

From April 2017 until September 2021, he served as Senior Vice President of Washington Operations for Textron Inc..

In prior roles, Mr.

Holmes served as the staff director/minority clerk for the Senate Appropriations Subcommittee on Defense, a staff member for the Senate Appropriations Committee and as an aide to Sen.

Thad Cochran of Mississippi.

Holmes served in the U.S.

Marine Corps for more than two decades.

Hughes, Executive Vice President and Chief Human Resources Officer – Mr.

3 unchanged sentences

Hughes served in human resources roles of increasing responsibilities at General Motors and TRW Automotive.

Powell , Corporate Vice President and Treasurer – Mr.

Powell has served as Corporate Vice President and Treasurer since January 2025.

He previously served as Corporate Director and Assistant Treasurer from March 2011 to December 2024.

From 2001 to 2011, Mr.

Powell was responsible for treasury, overhead and capital planning for Northrop Grumman Shipbuilding.

Schuck, Corporate Vice President, Controller and Chief Accounting Officer – Mr.

Schuck has served as Corporate Vice President, Controller and Chief Accounting Officer since August 2015.

Prior to that, he served as the Assistant Controller at our Newport News Shipbuilding division and as Corporate Assistant Controller.

Christopher W.

Soong, Executive Vice President and Chief Information Officer – Mr.

Soong has served as Executive Vice President and Chief Information Officer since April 2023.

Prior to that, he served as Chief Information Officer for Mission Technologies from August 2021 to April 2023.

From October 2018 to August 2021, Mr.

Soong served as Senior Vice President and Chief Information Officer at Alion Science and Technology.

Prior to that, he served as Assistant Controller at our Newport News Shipbuilding division and as Corporate Assistant Controller.

Before joining HII, Mr.

Schuck served as Director, Finance for ManTech International Corporation and previously worked in public accounting with PricewaterhouseCoopers and Arthur Andersen.

Stiehle, Executive Vice President and Chief Financial Officer – Mr.

Stiehle has served as Executive Vice President and Chief Financial Officer since February 2021.

Stiehle is responsible for the Company’s business management functions, including investor relations, treasury, internal audit, contracts, accounting, financial reporting, planning and analysis, rates and budgets and mergers and acquisitions.

From October 2012 until he assumed his current role, he served as Vice President and Chief Financial Officer of Ingalls Shipbuilding and, prior to that, served as Vice President, Contracts and Pricing at Ingalls.

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EXECUTIVE COMPENSATION

Information concerning executive compensation (other than information related to pay-for-performance), including information concerning compensation committee interlocks, insider participation, and the compensation committee

report, will be incorporated herein by reference to the Proxy Statement for our 2025 Annual Meeting of Stockholders.

Information concerning executive compensation (other than information related to pay-for-performance), including information concerning Compensation Committee interlocks, insider participation, and the Compensation Committee report, will be incorporated herein by reference to the Proxy Statement for our 2026 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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2011 Long-Term Incentive Stock Plan (the "2011 Plan"), which was approved by the sole stockholder of HII prior to its spin-off from Northrop Grumman Corporation.

These shares were comprised of 14,972 stock rights granted under the 2011 Plan, 50,216 stock rights and 144,515 restricted performance stock rights granted under the 2012 Plan, and 16,199 stock rights, 82,346 restricted stock rights, and 241,458 restricted performance stock rights granted under the 2022 Plan, assuming target performance achievement.

These shares were comprised of 21,651 stock rights granted under the 2011 Plan, 42,578 stock rights granted under the 2012 Plan, and 26,491 stock rights, 181,111 restricted stock rights, and 390,710 restricted performance stock rights granted under the 2022 Plan, assuming target performance achievement.

(2) No awards have been granted under plans not approved by security holders.

25 unchanged sentences

and Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).

3.1 Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., filed March 30, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).

3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 28, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014).

3.3 Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 21, 2015 (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2015).

3.4 Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 12, 2021 (incorporated by reference to Annex B to the Proxy Statement filed on March 19, 2021).

3.5 Restated Bylaws of Huntington Ingalls Industries, Inc.

(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 8, 2022).

3.1 Restated Certificate of Incorporation of Huntington Ingalls Industries, I nc., dated April 30, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 5, 2025 , File No.

3.2 Restated Bylaws of Huntington Ingalls Industries, Inc., dated April 30, 2025 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 5, 2025, File No.

4.1 Indenture, dated as of December 1, 2017, by and among Huntington Ingalls Industries, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on December 4, 2017).

16 unchanged sentences

4.14 Form of 5.749% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to Form 8-K filed November 18, 2024).

10.1 Amended and Restated Revolving Credit Agreement, dated as of August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and an Issuing Bank (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 5, 2021 , File No.

10.2 Credit Agreement, dated as of August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 5, 2021 , File No.

10.1 Form of Amended and Restated Indemnification Agreement and Schedule of directors and officers who have entered into such agreement (incorporated by reference to Exhibit 10.2 to Form 10-K filed on February 19, 2015, File No.

4 unchanged sentences

(formerly Northrop Grumman Corporation) (incorporated by reference to Exhibit 10.5 to Form 8-K filed on April 4, 2011, File No.

10.6 Loan Agreement, dated as of May 1, 1999, between Ingalls Shipbuilding, Inc.

and the Mississippi Business Finance Corporation relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc.

Project) Taxable Series 1999A due 2024 (incorporated by reference to Exhibit 10.6 to the Company's Amendment No.

1 to Registration Statement on Form 10 filed on November 24, 2010).

10.4 Indenture of Trust, dated as of May 1, 1999, between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Development Revenue Bonds (Ingalls Shipbuilding, Inc.

8 unchanged sentences

1 to Registration Statement on Form 10 filed on November 24, 2010).

10.10 Guaranty Agreement, dated as of May 1, 1999, between Litton Industries, Inc.

and The First National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 10.10 to the Company's Amendment No.

2 to Registration Statement on Form 10 filed on December 21, 2010).

10.11 Assumption of Guaranty of Litton Industries, Inc., dated as of January 1, 2003, by Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 10.11 to the Company's Amendment No.

2 to Registration Statement on Form 10 filed on December 21, 2010).

10.7 Guaranty Agreement, dated as of December 1, 2006, between Northrop Grumman Corporation and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 10.12 to the Company's Amendment No.

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10.36* Huntington Ingalls Industries, Inc.

Amended and Restated Directors' Compensation Policy (incorporated by reference to Exhibit 10.

41 to Form 10-K filed on February 1 , 2024, File No.

Amended and Restated Directors' Compensation Policy (incorporated by reference to Exhibit 10.41 to Form 10-K filed on February 1, 2024, File No.

10.37* Huntington Ingalls Industries, Inc.

Directors Compensation Policy--Amended and Restated Board Deferred Compensation Policy (incorporated by reference to Exhibit 10.42 to Form 10-K filed on February 9, 2023, File No.

10.43 Amendment No.

1, dated April 24, 2023, to the Company’s Amended and Restated Credit Agreement, dated August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, and certain other issuing banks (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 28, 2023 , File No.

10.44 Amendment No.

1, dated April 24, 2023, to the Company’s Credit Agreement, dated August 2, 2021, among Huntington Ingalls Industries, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 28, 2023 , File No.

10.38 Second Amended and Restated Credit Agreement, dated September 17, 2024, among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank and certain other issuing banks (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 17, 2024, File No.

10.39* Huntington Ingalls Industries, Inc.

Amended and Restated Directors' Compensation Policy, effective January 1, 2026.

19 Insider Trading Policy.

49 unchanged sentences

Schievelbein Director February 5, 2026

Stanage Director February 5, 2026

Welch Director February 5, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures