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

Rhea-AI Filing Summary

John K. Welch, a director of Huntington Ingalls Industries, Inc. (HII), reported a change in beneficial ownership on 09/12/2025. The Form 4 shows the acquisition of 35.786 director stock units (SUA) at a reported price of $0, reflecting credited dividend equivalents under the company’s 2012 and 2022 Long-Term Incentive Stock Plans. After the reported transaction the filing lists 7,317.774 SUAs beneficially owned. The form also records a disposition of 2,545 shares of common stock. The filing explains SUAs represent rights to one share each and are payable generally after a non-employee director ceases service; dividend equivalents are calculated by dividing the aggregate dividend amount by the closing stock price on the dividend payment date.

Insights

Corporate Governance Expert

TL;DR: Routine director dividend-equivalent crediting increased SUA holdings; no unusual trading or compensation change disclosed.

The Form 4 documents standard administration of director compensation under the LTISPs: dividend equivalents converted into additional SUAs rather than cash, indicated by the acquisition of 35.786 SUAs at a $0 price. This is an administrative, non-cash adjustment tied to the company’s regular dividend policy and long-term incentive plan design. The filing also notes a disposition of 2,545 common shares but provides no context for timing or reason. There are no indications of stock option exercises, derivative transactions, or material changes to director compensation terms in this filing.

Securities/Compliance Analyst

TL;DR: Disclosure is consistent with Section 16 reporting for director awards; transaction appears procedural.

The report lists the reporting person, relationship as a director, and the 09/12/2025 transaction date. The acquisition of 35.786 SUAs at $0 is explicitly tied to dividend equivalents under the LTISPs. The form is signed by an attorney-in-fact and contains the required explanatory note on how dividend equivalents are calculated. From a compliance perspective, the filing meets Section 16 reporting requirements for a director receiving equity-credit adjustments; no compliance issues or material deviations are evident within the document itself.

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^*

WELCH JOHN K

(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		35.786(1)	A	$0	7,317.774	D
Common Stock								2,545	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 HII director John K. Welch report on Form 4 dated 09/12/2025?

The Form 4 reports an acquisition of 35.786 director stock units (SUAs) at a reported price of $0 and a reported disposition of 2,545 common shares.

Why were 35.786 SUAs acquired for John K. Welch?

The filing states these SUAs were credited as dividend equivalents under Huntington Ingalls Industries’ 2012 and 2022 Long-Term Incentive Stock Plans.

How many SUAs does John K. Welch beneficially own after the transaction?

The Form 4 lists 7,317.774 SUAs beneficially owned following the reported transaction.

Does the Form 4 show any derivative transactions or option exercises?

No. Table II (derivative securities) contains no reported transactions; the reported activity is in non-derivative SUAs and a common stock disposition.

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

Dividend equivalents are calculated by dividing the aggregate dividend paid on the total SUAs held by the reporting person by the closing price of a share on the dividend payment date.