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

Rhea-AI Filing Summary

Hughes Edmond E. Jr., an officer and former Vice President & Chief HR Officer of Huntington Ingalls Industries, Inc. (HII), reported receipt of 11.832 dividend-equivalent Restricted Stock Rights on 09/12/2025 under the company’s 2022 Long-Term Incentive Stock Plan. The Restricted Stock Rights are contingent rights to receive an equivalent number of common shares (or cash or a combination) and vest in three equal annual installments starting from the grant date. Following the crediting of these dividend equivalents, the reporting person beneficially owned 2,419.433 shares directly. The filing was submitted by one reporting person and signed via attorney-in-fact on 09/15/2025.

Positive

• Disclosure of equity compensation under the 2022 LTISP provides clarity on executive holdings
• Vesting schedule is specified (three equal annual installments), clarifying timing of future share delivery
• Beneficial ownership reported as 2,419.433 shares following the transaction

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider compensation crediting of dividend-equivalent restricted stock rights; immaterial to near-term valuation.

The Form 4 documents a small grant of dividend-equivalent Restricted Stock Rights (11.832 RSRs) credited under the issuer’s 2022 LTISP on 09/12/2025. These RSRs are contingent rights that convert to shares or cash at the Compensation Committee’s discretion and vest ratably over three years. The transaction increases the reporting person’s direct beneficial ownership to 2,419.433 shares. This is a standard compensation-related filing rather than a voluntary open-market purchase or sale, and it provides transparency on executive equity holdings.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard equity compensation and Rule 16 reporting; no governance red flags apparent.

The filing clearly states the instrument (Restricted Stock Rights), the plan (2022 LTISP), vesting schedule (three equal annual installments) and the method for dividend-equivalent calculation tied to the closing share price. The report was filed by one reporting person and executed via attorney-in-fact, both common practices. No departures from required disclosure form or unusual transaction codes are shown.

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^*

Hughes Edmond E. Jr.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Ex VP & Chief HR Officer

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

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
Restricted Stock Rights	(1)	09/12/2025		A		11.832(2)		(1)	(1)	Common Stock	11.832	$0	2,419.433	D

Explanation of Responses:

1. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Company common stock, or, at the discretion of the Company's Compensation Committee, cash or a combination of cash and Company common stock. The RSRs were granted under the 2022 Long-Term Incentive Stock Plan ("LTISP") and vest ratably in three equal installments upon each of the first, second and third anniversaries of the grant date.

2. The amount acquired represents dividend equivalent rights on the RSRs, which are credited following payment of the Company's quarterly cash dividend. Pursuant to the LTISP, the number of dividend equivalent rights acquired is calculated by dividing the aggregate amount of the dividend paid on the total number of RSRs 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 HII insider Hughes Edmond E. Jr. report on Form 4 (HII)?

The filing reports receipt of 11.832 dividend-equivalent Restricted Stock Rights on 09/12/2025, increasing direct beneficial ownership to 2,419.433 shares.

What are Restricted Stock Rights (RSRs) granted under HII’s 2022 LTISP?

Each RSR is a contingent right to receive an equivalent number of common shares or, at the Compensation Committee’s discretion, cash or a combination; they vest in three equal annual installments.

How were the 11.832 dividend-equivalent RSRs calculated?

Per the LTISP, dividend equivalents are calculated by dividing the aggregate dividend paid on the total RSRs by the closing price of a share on the dividend payment date.

When was the Form 4 transaction and when was the form filed?

The transaction date is 09/12/2025 and the Form 4 was signed via attorney-in-fact on 09/15/2025.

What is the reporting person’s relationship to HII?

The form lists the reporting person as an Officer and identifies them as Ex VP & Chief HR Officer.