HII legal chief granted 16.5 dividend RSRs

Huntington Ingalls Industries executive Chad N. Boudreaux reported a small equity compensation-related acquisition.

Rhea-AI Filing Summary

Huntington Ingalls Industries executive Chad N. Boudreaux reported a small equity compensation-related acquisition. He received 16.507 Restricted Stock Rights (RSRs) linked to Company common stock as a grant, which represents dividend equivalent rights credited after a quarterly cash dividend.

Each RSR is a contingent right to receive an equivalent number of shares of common stock, cash, or a combination, at the Compensation Committee’s discretion. These RSRs were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments. Following this transaction, Boudreaux directly holds 3,577.220 RSRs.

Insider Trade Summary

Grant/Award: 16.507 shares

Grant/Award 1 txn

Insider Boudreaux Chad N.

Role Ex VP & Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Rights	16.507	$0.00	$0.00

Holdings After Transaction: Restricted Stock Rights — 3,577.22 contracts (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Company common stock, or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock. The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") and vest ratably in three equal installments upon each of the first, second and third anniversaries of the grant date.
2. F2. The amount acquired represents dividend equivalent rights on the RSRs, which are credited following payment of the Company's quarterly cash dividend. Pursuant to the LTISP, the number of dividend equivalent rights acquired is calculated by dividing the aggregate amount of the dividend paid on the total number of RSRs held by the reporting person by the closing price of a share of Company common stock on the dividend payment date.

Key Figures

Restricted Stock Rights acquired: 16.507 RSRs Total RSRs after transaction: 3,577.220 RSRs RSR grant price: $0.0000 per right +1 more

4 metrics

Restricted Stock Rights acquired 16.507 RSRs Dividend equivalent rights credited after quarterly cash dividend

Total RSRs after transaction 3,577.220 RSRs Direct holdings of Chad N. Boudreaux following acquisition

RSR grant price $0.0000 per right Compensation-related grant/award acquisition on June 12, 2026

Transaction date June 12, 2026 Date of RSR dividend equivalent rights acquisition

Key Terms

Restricted Stock Rights, dividend equivalent rights, 2022 Long-Term Incentive Stock Plan, Compensation Committee

4 terms

Restricted Stock Rights financial

"Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares"

Restricted stock rights are ownership claims in company shares that come with limits on when or how they can be sold or transferred, often tied to time-based or performance conditions. For investors, these rights matter because they affect when insiders truly own or can monetize shares — influencing future share supply, executive incentives, and potential stock price pressure much like a savings account that only becomes withdrawable after meeting set conditions.

dividend equivalent rights financial

"The amount acquired represents dividend equivalent rights on the RSRs, which are credited following payment of the Company's quarterly cash dividend."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

2022 Long-Term Incentive Stock Plan financial

"The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") and vest ratably in three equal installments"

Compensation Committee financial

"or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

What insider transaction did HII executive Chad N. Boudreaux report on this Form 4?

Chad N. Boudreaux reported an acquisition of 16.507 Restricted Stock Rights. These rights are part of his equity compensation and represent dividend equivalent rights credited after Huntington Ingalls Industries paid its quarterly cash dividend on existing RSR holdings.

How many Restricted Stock Rights does HII’s Chad N. Boudreaux hold after this transaction?

After this transaction, Chad N. Boudreaux holds 3,577.220 Restricted Stock Rights directly. This total includes the newly credited 16.507 dividend equivalent RSRs, which are tied to Huntington Ingalls Industries common stock under the company’s 2022 Long-Term Incentive Stock Plan.

What does each Restricted Stock Right reported by HII’s Chad N. Boudreaux represent?

Each Restricted Stock Right represents a contingent right to receive one share of Huntington Ingalls Industries common stock, or cash, or a combination. The choice between stock and cash is determined by the company’s Compensation Committee at settlement, subject to the plan’s terms.

Why did Chad N. Boudreaux of HII receive 16.507 additional Restricted Stock Rights?

The 16.507 additional Restricted Stock Rights represent dividend equivalent rights on existing RSRs. They are calculated by dividing the total dividend paid on his RSRs by the closing price of Huntington Ingalls Industries common stock on the dividend payment date, then credited to his account.

How do the Restricted Stock Rights for HII’s Chad N. Boudreaux vest over time?

The Restricted Stock Rights granted under Huntington Ingalls Industries’ 2022 Long-Term Incentive Stock Plan vest ratably in three equal installments. Vesting occurs on each of the first, second, and third anniversaries of the original grant date, subject to the plan’s conditions.

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Accepted by SEC EDGAR 06/15/2026 - 04:21 PM Learn about SEC filing dates

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Boudreaux Chad N.

(Last) (First) (Middle)

4101 WASHINGTON AVENUE

(Street)

NEWPORT NEWS VIRGINIA 23607

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Ex VP & Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

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

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

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

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
Restricted Stock Rights	(1)	06/12/2026		A		16.507(2)		(1)	(1)	Common Stock	16.507	$0	3,577.22	D

Explanation of Responses:

1. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Company common stock, or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock. The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") and vest ratably in three equal installments upon each of the first, second and third anniversaries of the grant date.

2. The amount acquired represents dividend equivalent rights on the RSRs, which are credited following payment of the Company's quarterly cash dividend. Pursuant to the LTISP, the number of dividend equivalent rights acquired is calculated by dividing the aggregate amount of the dividend paid on the total number of RSRs held by the reporting person by the closing price of a share of Company common stock on the dividend payment date.

Remarks:

	/s/ Tiffany M. King, Attorney-in-Fact	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)