Huntington Ingalls Industries (NYSE: HII) director adds stock units via dividend equivalents

Rhea-AI Filing Summary

Huntington Ingalls Industries reported that one of its directors acquired additional common stock units through dividend equivalents under the company’s long-term incentive plans. On 12/12/2025, the director received 15.743 stock units (SUAs) at a price of $0 as part of the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plans.

After this transaction, the director beneficially owned 3,745.172 SUAs, held directly. Each SUA represents a right to receive one share of Huntington Ingalls common stock, generally payable within 30 days after a non-employee director stops serving on the board. The number of dividend equivalents is determined by dividing the total dividend paid on all SUAs held by the closing stock price on the dividend payment date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'Sullivan Stephanie L.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA)	15.743	$0.00	--

Holdings After Transaction: Common Stock (SUA) — 3,745.172 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

O'Sullivan Stephanie L.

(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)
12/12/2025

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)	12/12/2025		A		15.743(1)	A	$0	3,745.172	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. Pursuant to the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plan (together, the "LTISPs"), dividend equivalents are credited on each director stock unit ("SUA") held by the Reporting Person following the payment of the Company's quarterly cash dividend. Each SUA represents a right to receive one share of Company common stock, which will generally become payable within 30 days following the date a non-employee director ceases to provide services as a member of the board of directors. The number of dividend equivalents acquired by the Reporting Person under the LTISPs is calculated by dividing the aggregate amount of the dividend paid on the total number of SUAs 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	12/15/2025
	** 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.

FAQ

What insider transaction did Huntington Ingalls Industries (HII) report for its director?

The report shows that a director of Huntington Ingalls Industries, Inc. (HII) acquired 15.743 stock units (SUAs) on 12/12/2025 at a price of $0, credited as dividend equivalents under the company’s long-term incentive stock plans.

How many Huntington Ingalls (HII) stock units does the director own after this transaction?

Following the reported transaction, the director beneficially owned 3,745.172 stock units (SUAs) of Huntington Ingalls Industries common stock, held in direct ownership form.

What is a stock unit (SUA) for Huntington Ingalls Industries directors?

A Huntington Ingalls director stock unit (SUA) represents a right to receive one share of the company’s common stock. These SUAs generally become payable within 30 days after a non-employee director ceases to provide services as a member of the board of directors.

How are dividend equivalents on Huntington Ingalls (HII) director SUAs calculated?

Dividend equivalents on Huntington Ingalls director SUAs are calculated by dividing the aggregate dividend amount paid on all SUAs held by the director by the closing price of a share of company common stock on the dividend payment date. The resulting amount determines the number of additional SUAs credited.

Why was the price listed as $0 for the Huntington Ingalls (HII) director’s SUA acquisition?

The price is shown as $0 because the 15.743 SUAs were credited as dividend equivalents under the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plans, rather than being purchased for cash in the market.

Which compensation plans governed this Huntington Ingalls (HII) director stock unit transaction?

The transaction was made pursuant to the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plan, referred to together as the LTISPs, which govern dividend equivalents on director stock units.