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

Rhea-AI Filing Summary

Donald K. Kirkland, a director of Huntington Ingalls Industries, Inc. (HII), was credited with 31.098 director stock units (SUA) as dividend equivalents under the companys 2012 and 2022 Long-Term Incentive Stock Plans on 09/12/2025. Each SUA represents a right to receive one share of common stock, generally payable within 30 days after a non-employee director leaves the board. The filing reports 6,359.376 shares beneficially owned following the credited dividend equivalents. The dividend-equivalent calculation is based on the aggregate dividend paid on the SUAs divided by the closing stock price on the dividend payment date. The Form 4 was submitted by an attorney-in-fact and signed on 09/15/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director dividend-equivalent credit under existing equity plans; no governance change or unusual insider activity disclosed.

The filing documents a customary credit of 31.098 director stock units to a non-employee director under the company's LTISPs. SUAs are standard deferred equity for directors and convert to shares only upon termination of service, which aligns incentives without immediate share issuance. There is no indication of open-market purchases or sales tied to this entry, and the reported post-transaction beneficial ownership (6,359.376 shares) appears to reflect accumulated holdings rather than a material change in control or compensation structure.

Securities Analyst

TL;DR: Administrative equity accrual; immaterial to HIIs capital structure or near-term share count.

The 31.098 SUAs credited as dividend equivalents are described as zero-price allocations that convert to one share per SUA upon a directors cessation of service. As these are dividend-equivalent credits calculated by dividing dividends by the closing stock price, they represent a small, routine adjustment to an individual directors equity stake. The transaction does not reflect a cash exercise, open-market trade, or derivative exercise, and therefore should have negligible impact on outstanding shares or earnings per share in the near term.

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

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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^*

DONALD KIRKLAND H

(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		31.098(1)	A	$0	6,359.376	D
Common Stock								575	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.
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FAQ

What transaction did Donald K. Kirkland report on Form 4 for HII?

The Form 4 reports that Mr. Kirkland was credited with 31.098 director stock units (SUAs) as dividend equivalents under the LTISPs on 09/12/2025.

How many shares does Donald K. Kirkland beneficially own after the transaction?

The filing shows 6,359.376 shares beneficially owned following the reported transaction.

What is an SUA and when does it convert to shares?

An SUA is a director stock unit that represents a right to one share of common stock and is generally payable within 30 days after a non-employee director stops serving on the board.

What plan governs the credited dividend equivalents?

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

Was there a cash price paid for the credited SUAs?

No cash was paid; the transaction lists a price of $0 for the 31.098 SUAs.