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

Rhea-AI Filing Summary

Huntington Ingalls Industries director Victoria D. Harker received dividend-equivalent shares under the companys long-term incentive plans. The Form 4 reports an acquisition of 37.745 director stock units (SUAs) credited as dividend equivalents at $0 per unit, which increases her reported beneficial ownership of company common stock to 7,718.335 shares (direct). The filing explains SUAs convert to one share each and are generally payable after a director ceases board service; the number credited is computed by dividing aggregate dividends on SUAs by the closing stock price on the dividend payment date. No cash purchase or exercise price was paid in this transaction.

Positive

• Dividend-equivalent SUAs credited increased the reporting persons direct share position without cash outlay
• Clear disclosure of LTISP mechanics explaining how SUAs are calculated and when they become payable

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received dividend-equivalent SUAs, modestly increasing direct holdings with no cash outlay.

The reported credit of 37.745 SUAs represents non-cash compensation tied to the companys quarterly dividend policy under its LTISPs. This increases the directors direct beneficial position to 7,718.335 shares, which is a small, routine adjustment rather than a material change to ownership stakes. The transaction carries no immediate cash impact for the reporting person and reflects standard director compensation mechanics.

Corporate Governance Expert

TL;DR: Transaction is a standard, plan-driven grant of dividend equivalents to a non-employee director.

The entry documents the automatic crediting of dividend equivalents to director stock units under the 2012 and 2022 LTISPs. Such credits are procedural and align directors economic exposure with shareholders via dividend-linked units that convert to shares after service ends. The disclosure is consistent with typical governance practices and provides transparency on director compensation mechanics.

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

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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^*

Harker Victoria 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
	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		37.745(1)	A	$0	7,718.335	D
Common Stock								3,379	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 Victoria D. Harker receive according to the Form 4?

The director received 37.745 director stock units (SUAs) credited as dividend equivalents under the companys LTISPs.

Did the reporting person pay for the SUAs reported on the HII Form 4?

No. The SUAs were credited at a $0 price as dividend equivalents; there was no cash purchase or exercise price paid.

How many shares does Victoria D. Harker beneficially own after the reported transaction?

Following the transaction the Form 4 reports 7,718.335 shares (direct) beneficially owned.

How are the dividend-equivalent SUAs calculated under HIIs plans?

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

Are the SUAs immediately convertible into shares upon grant?

No. Each SUA represents a right to receive one share, which is generally payable within 30 days after a non-employee director ceases board service.