Huntington Ingalls (HII) Form 4 shows dividend-equivalent RSR credit for officer

Rhea-AI Filing Summary

Kara R. Wilkinson, an officer of Huntington Ingalls Industries, acquired dividend-equivalent Restricted Stock Rights under the 2022 Long-Term Incentive Stock Plan. The Form 4 reports a transaction dated 09/12/2025 that credits 17.304 dividend-equivalent RSRs (calculated per the plan) and shows 3,538.544 shares of common stock beneficially owned following the transaction. The RSRs are contingent rights that vest in three equal annual installments and may be settled in stock, cash, or a combination at the Compensation Committee's discretion.

Positive

• Beneficial ownership increased to 3,538.544 shares following crediting of dividend-equivalent RSRs
• Transaction is compensation-related (dividend equivalents under the 2022 LTISP), not a market sale

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider credit of dividend-equivalent restricted stock rights increased beneficial ownership modestly; transaction appears non-dispositive and compensation-related.

The reported entry reflects the mechanical crediting of dividend equivalents to Restricted Stock Rights granted under the 2022 LTISP rather than a market purchase or sale.

This transaction increased the reporting person’s beneficial ownership to 3,538.544 shares and does not show a cash purchase price, indicating it is compensation-related. For investors, such filings typically indicate ordinary equity compensation mechanics rather than a deliberate buy or sell decision by the insider.

Compensation/Risk Analyst

TL;DR: Compensation-driven issuance of dividend equivalents to RSRs; vesting schedule and settlement discretion remain unchanged.

The RSRs vest ratably over three years and may be settled in stock or cash, preserving typical dilution and payout flexibility under the LTISP. The report documents dividend-equivalent credits computed per plan terms; no exercise or sale is reported. This is a routine grant-related entry with limited immediate impact on governance or control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wilkinson Kara R.

Role Ex. VP and President, NNS

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Rights	17.304	$0.00	--

Holdings After Transaction: Restricted Stock Rights — 3,538.544 shares (Direct)

Footnotes (1)

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. 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.

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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^*

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)
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		17.304(2)		(1)	(1)	Common Stock	17.304	$0	3,538.544	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.
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 Kara R. Wilkinson report on the Form 4 for HII?

She reported dividend-equivalent Restricted Stock Rights credited under the 2022 LTISP, showing 17.304 dividend-equivalent RSRs and 3,538.544 shares beneficially owned after the transaction.

When was the transaction reported on the Form 4 for HII?

The transaction date is 09/12/2025 and the form was signed on 09/15/2025 by an attorney-in-fact.

Are the Restricted Stock Rights vested immediately?

No. The RSRs vest ratably in three equal installments on each of the first, second and third anniversaries of the grant date.

Can the company settle the RSRs in cash?

Yes. The Compensation Committee may settle RSRs in company common stock, cash, or a combination of both.

Does the Form 4 show any market purchases or sales by the reporting person?

No. The filing documents dividend-equivalent credits to RSRs (compensation-related); it does not report open-market purchases or dispositions.