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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Frank R. Jimenez, a director of Huntington Ingalls Industries, Inc. (HII), reported transactions on Form 4 showing dividend-equivalent credits and a share disposition. On 09/12/2025 he was credited 13.913 director stock units (SUA) under the company’s 2012 and 2022 Long-Term Incentive Stock Plans; these SUA dividend equivalents are valued at $0 in the filing and are calculated by dividing the aggregate cash dividend on the SUAs by the closing stock price on the dividend payment date. The filing also reports a disposition of 550 shares of Common Stock and indicates beneficial ownership following the reported transaction(s) of 2,844.869 shares (direct). The Form 4 was signed by an Attorney-in-Fact on 09/15/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Small director-level dividend-equivalent accruals and a modest sale; unlikely to be materially impactful to HII's valuation.

The director received 13.913 SUA dividend equivalents that convert to rights to common shares under the LTISPs, reflecting routine equity compensation mechanics tied to quarterly cash dividends. The filing also discloses a 550-share disposal and reports 2,844.869 shares beneficially owned after the transactions. These amounts are small relative to a large-cap defense contractor and represent customary director compensation and personal trading activity rather than company-level operational developments.

TL;DR: Disclosure aligns with standard Section 16 reporting for director stock units and dividend equivalents.

The explanation clarifies the mechanics: dividend equivalents are credited to director SUAs and generally convert to one share per SUA when director service ends. The Form 4 was filed by one reporting person and executed by an Attorney-in-Fact, consistent with administrative practice. No unusual vesting, new grants, option exercises, or related-party transactions are disclosed in this filing.

Insider Jimenez Frank R
Role Director
Type Security Shares Price Value
Grant/Award Common Stock (SUA) 13.913 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock (SUA) — 2,844.869 shares (Direct); Common Stock — 550 shares (Direct)
Footnotes (1)
  1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Jimenez Frank 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)
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 13.913(1) A $0 2,844.869 D
Common Stock 550 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.

Source: View Original Filing on SEC EDGAR