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

Rhea-AI Filing Summary

Nick L. Stanage, a Director of Huntington Ingalls Industries, Inc. (HII), reported transactions dated 10/01/2025 on Form 4. The filing shows a designation of an exempt transaction under Rule 16b-3 for shares deferred into a stock unit account pursuant to the company’s 2022 Long-Term Incentive Stock Plan. The report lists a disposition of 3,500 shares and an entry showing 254.541 as the amount of securities beneficially owned following the reported transaction; the form notes the transaction price as $286.01. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 10/02/2025.

Positive

• Transaction recorded as exempt under Rule 16b-3, indicating LTIP administrative action rather than a contested insider trade
• Disclosed under Section 16, providing regulatory transparency about director holdings and plan activity

Negative

• Disposition of 3,500 shares was reported, indicating a reduction in the director's direct holdings
• Post-transaction beneficial ownership listed as 254.541, which is presented in the filing but not clearly formatted

Insights

Corporate Governance Analyst

Insider reported a small sale and a deferred-share exemption under the LTIP.

The filing records a 3,500-share disposition on 10/01/2025 and states the transfer of shares into a stock unit account under the 2022 Long-Term Incentive Stock Plan, an exempt action under Rule 16b-3. This indicates the transaction is administrative and related to executive compensation mechanics rather than an open-market sale for liquidity.

The form lists a post-transaction beneficial ownership figure as 254.541 and shows a price of $286.01; the filing was executed by an attorney-in-fact on 10/02/2025. These facts are reporting details required for Section 16 compliance and provide transparency on the director’s holdings and plan-related movements.

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).

1. Name and Address of Reporting Person^*

Stanage Nick 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)
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	254.541	D
Common Stock								3,500	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.

FAQ

What did HII director Nick L. Stanage report on Form 4?

The Form 4 reports a 3,500-share disposition and a transaction dated 10/01/2025, with shares deferred under the 2022 Long-Term Incentive Stock Plan in an exempt transaction under Rule 16b-3.

Was the transaction an open-market sale or an LTIP deferral (HII)?

The filing explicitly states the shares were deferred into a stock unit account pursuant to the 2022 Long-Term Incentive Stock Plan, an exempt transaction under Rule 16b-3.

What price is shown on the Form 4 for the transaction?

The Form 4 lists a price of $286.01 associated with the reported 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.

What is the reporting person’s relationship to HII?

The filing identifies Nick L. Stanage as a Director of Huntington Ingalls Industries, Inc.