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

Rhea-AI Filing Summary

Collins Augustus L, a director of Huntington Ingalls Industries, Inc. (HII), reported an acquisition on 09/12/2025 of 50.645 director stock units (SUAs) credited as dividend equivalents under the companys 2012 and 2022 Long-Term Incentive Stock Plans. Each SUA converts to one share when a non-employee director leaves service; the dividend equivalents were credited at $0 per unit and increase the reporting persons beneficial holdings to 10,355.775 SUAs/shares equivalent. The filing explains the calculation method for dividend equivalents based on the cash dividend divided by the closing stock price on the dividend payment date.

Positive

• Director compensation is equity-linked, with 50.645 SUAs added as dividend equivalents, which aligns the directors interests with shareholders
• The SUAs are payable in shares upon cessation of service, supporting long-term retention and alignment

Negative

• None.

Insights

Financial Analyst

TL;DR: This Form 4 reports a small non-cash grant of director units tied to dividends, with no cash proceeds or option exercise.

The reported transaction is an administrative accrual of 50.645 SUAs credited as dividend equivalents under the LTISPs, rather than an open-market purchase or sale. The units are payable in shares upon cessation of director service, so there is no immediate equity dilution or cash impact. The filing provides the mechanics for how the dividend equivalents are converted to SUAs using the dividend amount divided by the closing price on the dividend date.

Corporate Governance Expert

TL;DR: Routine director compensation disclosure that aligns board members with shareholder interests via equity-linked units.

This Form 4 documents a routine, formulaic crediting of SUAs as dividend equivalents under established LTISPs, increasing the directors long-term equity stake to 10,355.775 SUAs. The units vest/payable upon termination of board service, reinforcing long-term alignment. No unusual governance actions, option repricing, or accelerated vesting events are disclosed.

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^*

Collins Augustus L

(Last) (First) (Middle)

4101 WASHINGTON AVENUE

(Street)

NEWPORT NEWS VA 236074

(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		50.645(1)	A	$0	10,355.775	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 Collins Augustus L report on Form 4 for HII?

The filing reports acquisition of 50.645 director stock units (SUAs) credited as dividend equivalents under the LTISPs on 09/12/2025.

Do the reported SUAs provide immediate cash or shares?

No. Each SUA represents a right to one share payable generally within 30 days after a non-employee director ceases service; no cash was received.

How was the number of dividend equivalents calculated?

The number was calculated by dividing the aggregate dividend paid on the SUAs by the closing price of a share on the dividend payment date, per the LTISPs.

Did the director sell or buy shares on the open market?

No. The transaction code is A (acquisition) reflecting credited dividend equivalents; price is listed as $0.

What is the reporting persons total beneficial ownership after the transaction?

The filing shows 10,355.775 SUAs/beneficial shares following the credited dividend equivalents.