Huntington Ingalls (NYSE: HII) reports Form 4 restricted stock rights award

Rhea-AI Filing Summary

Huntington Ingalls Industries reported an insider equity award in the form of restricted stock rights. The reporting executive, an executive vice president and President of Newport News Shipbuilding, acquired 14.937 restricted stock rights at a price of $0, bringing total derivative securities beneficially owned to 3,553.481 restricted stock rights.

Each restricted stock right represents a contingent right to receive an equivalent number of shares of company common stock, or cash or a combination of cash and stock at the discretion of the Compensation Committee. The rights were granted under the 2022 Long-Term Incentive Stock Plan and vest in three equal installments on the first, second, and third anniversaries of the grant date. The newly acquired units are dividend equivalent rights credited after payment of the company’s quarterly cash dividend, calculated by dividing the aggregate dividend paid on the reporting person’s restricted stock rights by the closing share price on the dividend payment date.

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^*

Wilkinson Kara R.

(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 and President, NNS

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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)	12/12/2025		A		14.937(2)		(1)	(1)	Common Stock	14.937	$0	3,553.481	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	12/15/2025
	** 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 insider transaction did Huntington Ingalls Industries (HII) report on this Form 4?

Huntington Ingalls Industries reported that a company executive acquired 14.937 restricted stock rights, increasing the executive’s total derivative holdings to 3,553.481 restricted stock rights.

What is the reporting persons role at Huntington Ingalls Industries (HII)?

The reporting person is an Executive Vice President and President, Newport News Shipbuilding (NNS) of Huntington Ingalls Industries.

What are restricted stock rights (RSRs) in the Huntington Ingalls filing?

Each Restricted Stock Right ("RSR") is a contingent right to receive an equivalent number of shares of Huntington Ingalls common stock, or, at the Compensation Committees discretion, cash or a combination of cash and common stock.

How do dividend equivalent rights work on HII restricted stock rights?

Dividend equivalent rights are credited after payment of the companys quarterly cash dividend and are calculated by dividing the aggregate dividend paid on the reporting persons RSRs by the closing price of Huntington Ingalls common stock on the dividend payment date.

Under what plan were the Huntington Ingalls restricted stock rights granted?

The restricted stock rights were granted under Huntington Ingalls Industries 2022 Long-Term Incentive Stock Plan (LTISP).

When do the Huntington Ingalls restricted stock rights vest?

The RSRs vest ratably in three equal installments on each of the first, second, and third anniversaries of the grant date.