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

Rhea-AI Filing Summary

Huntington Ingalls Industries director Thomas C. Schievelbein received dividend-equivalent stock units under the company’s 2012 and 2022 Long-Term Incentive Stock Plans. On 09/12/2025 the reporting person was credited 109.97 director stock units (SUA) at a $0 price as dividend equivalents; each SUA represents a right to receive one share of common stock and will generally become payable within 30 days after the director stops providing services. The filing shows the reporting person’s beneficial ownership following the transaction as 22,487.579 shares (direct) and also lists 7,967.365 shares (direct/disposed line present). The form was signed by an attorney-in-fact on 09/15/2025. The filing explains the calculation: dividend equivalents equal the aggregate dividend on SUAs divided by the closing stock price on the dividend payment date.

Positive

• Dividend-equivalent credit recorded under the LTISPs for non-employee director SUAs, demonstrating plan mechanics are operating as intended
• No cash outlay by the reporting person (the transaction is a credit of SUAs at $0), indicating this is an administrative accrual rather than a market purchase

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director dividend-equivalent grant; minor increase in reported beneficial ownership, no cash consideration or option exercise involved.

The Form 4 documents a non-cash credit of 109.97 director stock units as dividend equivalents under the LTISPs, recorded 09/12/2025. This is a common administrative update reflecting dividend reinvestment mechanics for SUAs rather than an open-market purchase or sale. The filing shows the reporting person’s beneficial ownership figure after the update as 22,487.579 shares. There is no price paid and no derivative exercise or disposition reported. For investors, this is an informational compliance filing with limited direct impact on the issuer’s capital structure or liquidity.

Corporate Governance Expert

TL;DR: Administrative compensation accounting for non-employee director; aligns with standard SUA dividend-equivalent practice.

The disclosure clarifies that dividend equivalents are credited to director SUAs and are computed by dividing the dividend amount by the closing stock price on the dividend date. The transaction increases the director’s deferred entitlement to shares but does not indicate any change in board composition, compensation policy, or material governance action. Presentation is consistent with Section 16 reporting requirements and long-standing LTISP terms.

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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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^*

SCHIEVELBEIN THOMAS C

(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		109.97(1)	A	$0	22,487.579	D
Common Stock								7,967.365	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 Thomas C. Schievelbein report on Form 4 for HII?

The Form 4 reports that on 09/12/2025 the reporting person was credited 109.97 director stock units (SUA) as dividend equivalents under the company's LTISPs.

How are the dividend-equivalent SUAs calculated in this filing?

The filing states dividend equivalents are calculated by dividing the aggregate dividend paid on the SUAs by the closing price of a share on the dividend payment date.

Did the reporting person pay anything for the SUAs reported on 09/12/2025?

No. The transaction shows a price of $0, reflecting a non-cash credit of dividend equivalents rather than a purchase.

What is the reporting person’s beneficial ownership after the transaction?

The Form 4 lists beneficial ownership following the reported transaction as 22,487.579 shares and also includes a line showing 7,967.365 (as reported on the form).

When was the Form 4 signed and filed?

The signature on the filing is dated 09/15/2025 and was executed by an attorney-in-fact.