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

Rhea-AI Filing Summary

Huntington Ingalls Industries CEO and Director Christopher D. Kastner was credited with 98.009 Restricted Stock Rights (RSR) dividend-equivalent units on 09/12/2025, recorded as an acquisition under Form 4. The RSRs are contingent rights that may convert to common stock or cash under the 2022 Long-Term Incentive Stock Plan and vest in three equal annual installments from the grant date. After this credit, Kastner beneficially owns 20,041.688 shares (direct). The filing was signed by an attorney-in-fact on 09/15/2025.

Positive

• 98.009 dividend-equivalent Restricted Stock Rights were credited, increasing the reporting person's direct beneficial ownership to 20,041.688 shares
• RSRs vest ratably over three years under the 2022 Long-Term Incentive Stock Plan, maintaining executive alignment with long-term shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO received dividend-equivalent RSRs increasing direct beneficial ownership modestly; vesting schedule maintains alignment with long-term incentives.

The filing documents a routine compensation-related credit of 98.009 dividend-equivalent Restricted Stock Rights under the company's 2022 LTISP, recorded as an acquisition on 09/12/2025. These RSRs vest ratably over three years and may convert to common stock or cash at the Compensation Committee's discretion. The transaction raises the reporting person’s direct beneficial ownership to 20,041.688 shares. This is a standard equity-compensation mechanic to preserve executive alignment with shareholder interests rather than an active open-market trade.

Compensation Analyst

TL;DR: Dividend-equivalent credits on RSRs increased reported holdings; reflects typical post-dividend adjustment under the LTISP.

The description clarifies that the 98.009 units represent dividend equivalents credited after the company’s quarterly cash dividend and computed using the closing stock price on the dividend payment date. The mechanics and vesting terms are stated explicitly, indicating no immediate exercise or cash sale occurred. This is consistent with long-term incentive plan administration and does not itself change vesting timelines or exercise prices.

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^*

Kastner Christopher D

(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
X	Officer (give title below)		Other (specify below)
	Director, President & CEO

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		98.009(2)		(1)	(1)	Common Stock	98.009	$0	20,041.688	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.
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FAQ

What did Christopher D. Kastner report on Form 4 for HII?

He reported the acquisition of 98.009 dividend-equivalent Restricted Stock Rights (RSRs) on 09/12/2025, increasing his direct beneficial ownership to 20,041.688 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 of cash and stock; they vest in three equal annual installments.

Why were 98.009 RSRs credited to Kastner?

The filing explains these units are dividend equivalent rights credited following payment of the company’s quarterly cash dividend, calculated using the closing share price on the dividend payment date.

When was the Form 4 signed and filed?

The signature by the attorney-in-fact is dated 09/15/2025, and the reported transaction date is 09/12/2025.