[Form 4] HUNTINGTON INGALLS INDUSTRIES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Tracy B. McKibben, a director of Huntington Ingalls Industries, Inc. (HII), reported a non‑derivative acquisition on 09/12/2025. The Form 4 shows 25.128 director stock units (SUA) were acquired at a reported price of $0 as dividend equivalents under the company’s 2012 and 2022 Long‑Term Incentive Stock Plans. Following the credited dividend equivalents, the filing reports 5,138.57 SUAs beneficially owned by the reporting person. The filing explains SUAs convert to one share each and dividend equivalents are calculated by dividing the cash dividend on SUAs by the closing stock price on the dividend payment date.

Positive

• Director received dividend equivalents credited to existing SUAs, preserving equity compensation value without cash outlay
• Clear disclosure of plan mechanics: SUAs convert to one share and dividend equivalents are calculated using the closing price on dividend date

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Director received small dividend‑equivalent credit to existing director units; routine non‑cash compensation event.

The filing documents a routine corporate governance practice: non‑employee directors holding SUA awards receive dividend equivalents credited as additional SUAs. The amount reported (25.128 SUAs) is immaterial relative to total outstanding equity and reflects standard plan terms rather than a change in oversight or strategy. This is a common mechanism to preserve economic parity for equity‑based compensation during cash dividend periods.

Compensation Analyst

TL;DR Transaction reflects plan mechanics of dividend equivalents; no cash payment and no exercised options.

The entry shows dividend equivalents credited to SUAs under the 2012 and 2022 LTISPs and a $0 reported price for the acquisition, consistent with equitable crediting rather than a market purchase. The filing also states each SUA equals one share payable after service ends, clarifying timing of settlement. This is a standard, non‑dilutive compensation accounting occurrence from the company perspective.

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
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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^*

McKibben Tracy B

(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)
09/12/2025

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)	09/12/2025		A		25.128(1)	A	$0	5,138.57	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	09/15/2025
	** 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 did Tracy B. McKibben report on Form 4 for HII?

The Form 4 reports the acquisition of 25.128 director stock units (SUAs) as dividend equivalents on 09/12/2025 and shows 5,138.57 SUAs beneficially owned following the transaction.

Was any cash paid for the SUAs reported on the Form 4?

No cash was paid; the Form 4 reports a $0 price for the SUA acquisition, reflecting dividend equivalents credited under the LTISPs.

How are the dividend equivalents on SUAs calculated according to the filing?

The filing states dividend equivalents are calculated by dividing the aggregate cash dividend on the SUAs by the closing price of a share on the dividend payment date.

When do SUAs become payable as common stock?

Each SUA represents a right to one share of common stock, generally payable within 30 days after a non‑employee director ceases board service, per the filing.

Which plans govern the credited dividend equivalents?

The dividend equivalents were credited under the Huntington Ingalls Industries, Inc. 2012 and 2022 Long‑Term Incentive Stock Plans.