Huntington Ingalls (HII) director receives 12.617 SUAs as dividend equivalents

Rhea-AI Filing Summary

Huntington Ingalls Industries, Inc. director reported an automatic grant of 12.617 director stock units ("SUAs") on 12/12/2025. These units were credited as dividend equivalents under the company’s 2012 and 2022 Long-Term Incentive Stock Plans after payment of the quarterly cash dividend and had a price of $0.

Each SUA represents the right to receive one share of Huntington Ingalls common stock, generally payable within 30 days after the non-employee director leaves the board. After this transaction, the director beneficially owns 3,001.486 SUAs and 550 shares of common stock in direct ownership.

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

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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^*

Jimenez Frank R

(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		12.617(1)	A	$0	3,001.486	D
Common Stock								550	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 (HII) report on 12/12/2025?

A director of Huntington Ingalls Industries, Inc. reported an automatic acquisition of 12.617 director stock units (SUAs) on 12/12/2025 under the company’s long-term incentive plans.

What are SUAs in the Huntington Ingalls (HII) Form 4 filing?

The filing explains that each director stock unit ("SUA") represents a right to receive one share of Huntington Ingalls common stock, generally payable within 30 days after a non-employee director ceases to serve on the board.

How were the 12.617 SUAs for the Huntington Ingalls director calculated?

The number of dividend equivalent SUAs is calculated by dividing the aggregate cash dividend paid on all SUAs held by the director by the closing price of Huntington Ingalls common stock on the dividend payment date.

Did the Huntington Ingalls (HII) director pay anything for the new stock units?

No. The Form 4 shows the price of the acquired SUAs as $0, reflecting that they were credited as dividend equivalents rather than purchased for cash.

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

Following the reported transaction, the director beneficially owns 3,001.486 SUAs and 550 shares of Huntington Ingalls common stock in direct ownership.

Under which plans were the Huntington Ingalls dividend equivalents granted?

The dividend equivalent SUAs were credited under the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plans, referred to together as the LTISPs.