HII Form 4: Director Defers 1,590.155 Shares into LTIP Stock Units

Rhea-AI Filing Summary

Craig S. Faller, a director of Huntington Ingalls Industries, Inc. (HII), reported an acquisition on 10/01/2025 of 1,590.155 shares of common stock through a deferral into a stock unit account under the 2022 Long-Term Incentive Stock Plan. The transaction is reported as an exempt transaction under Rule 16b-3 and shows a per-share price of $286.01. The Form 4 was signed by an attorney-in-fact on 10/02/2025. The filing lists the ownership form as direct following the reported acquisition.

Positive

• 1,590.155 shares acquired and reported
• Transaction executed under the 2022 Long-Term Incentive Stock Plan
• Transaction designated as exempt under Rule 16b-3

Negative

• None.

Insights

Corporate Governance Specialist

Director deferred compensation converted into 1,590.155 stock units under the LTIP.

The Form 4 documents a non-derivative acquisition in which 1,590.155 common shares were deferred into a stock unit account under the 2022 Long-Term Incentive Stock Plan. The filing cites the transaction as exempt under Rule 16b-3, indicating it was a plan-based deferral rather than an open-market purchase.

This is a routine insider reporting event reflecting an executive benefit plan action; it discloses the post-transaction direct ownership reported at 1,590.155 shares and the recorded price of $286.01.

Insider Trade Summary

Net Buyer: 144 shares

Net Buy 1 txn

Insider Faller Craig S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA)	144	$286.01	$41K

Holdings After Transaction: Common Stock (SUA) — 1,590.155 shares (Direct)

Footnotes (1)

1. F1. Shares of common stock deferred into stock unit account pursuant to Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan in an exempt transaction pursuant to Rule 16b-3.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/02/2025 - 04:19 PM Learn about SEC filing dates

FAQ

What did Craig S. Faller report on Form 4 for HII?

He reported an acquisition of 1,590.155 shares of HII common stock on 10/01/2025, deferred into a stock unit account under the 2022 Long-Term Incentive Stock Plan.

What price was recorded for the reported HII transaction?

The Form 4 lists a per-share price of $286.01 for the reported acquisition.

Was the transaction on the Form 4 reported as exempt?

Yes; the filing states the shares were deferred pursuant to the LTIP in an exempt transaction under Rule 16b-3.

What ownership form is reported after the transaction?

The filing shows direct ownership of the reported 1,590.155 shares following the transaction.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/02/2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Faller Craig S.

(Last) (First) (Middle)

4101 WASHINGTON AVENUE

(Street)

NEWPORT NEWS VA 23607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON INGALLS INDUSTRIES, INC. [ HII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock (SUA)	10/01/2025		A		144(1)	A	$286.01	1,590.155	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares of common stock deferred into stock unit account pursuant to Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan in an exempt transaction pursuant to Rule 16b-3.

Remarks:

	/s/ Tiffany M. King, Attorney-in-Fact	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.