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

Rhea-AI Filing Summary

Insider Form 4 filing for Huntington Ingalls Industries (HII) reports that reporting person Edgar A. Green III received 17.304 Restricted Stock Rights (RSR) as dividend-equivalent credits on 09/12/2025 under the 2022 Long-Term Incentive Stock Plan. Each RSR represents a contingent right to receive one share of common stock or, at the Compensation Committee's discretion, cash or a cash/stock mix. The RSRs vest ratably over three years. The filing shows 3,538.544 shares of common stock beneficially owned following the transaction and lists the acquisition price as $0 for the dividend-equivalent credits. The transaction was reported by an officer (Ex VP, Pres. HII Mission Tech) and executed by attorney-in-fact on 09/15/2025.

Positive

• Transparent disclosure of dividend-equivalent RSR acquisition under the 2022 LTISP
• Vesting schedule and conversion mechanics clearly stated, aligning with standard compensation practices

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine, small dividend-equivalent credit increased the reporting persons RSRs; no cash paid and modest change in beneficial ownership.

The grant of 17.304 RSRs reflects dividend-equivalent accruals rather than an active purchase or option exercise. The RSRs are contingent rights that may convert to common shares or cash at the Compensation Committees discretion and vest over three years, which aligns with standard executive compensation practices. The filing shows 3,538.544 shares beneficially owned after the credit, indicating this event is immaterial to overall capitalization and should have negligible near-term market impact.

Corporate Governance Expert

TL;DR: Disclosure is consistent with plan mechanics; transaction signals typical dividend-equivalent processing under the LTISP.

The Form 4 appropriately discloses acquisition of dividend-equivalent RSRs under the 2022 LTISP and clarifies vesting schedule and conversion rights. The reporting persons relationship is documented (former VP, President of HII Mission Technologies), and the filing was signed by an attorney-in-fact. This is a routine administrative update rather than a governance concern or material compensation change.

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^*

Green Edgar A III

(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, Pres. HII Mission Tech

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 Edgar A. Green III acquire according to the HII Form 4?

The filing reports acquisition of 17.304 Restricted Stock Rights (RSRs) as dividend-equivalent credits on 09/12/2025.

How many HII shares does the reporting person beneficially own after the transaction?

The Form 4 shows 3,538.544 shares of common stock beneficially owned following the reported transaction.

Were any cash payments made for the RSR dividend equivalents?

No cash was paid; the acquisition price for the dividend-equivalent RSRs is reported as $0.

What are the vesting and conversion terms for the RSRs?

RSRs vest ratably in three equal installments on each of the first, second and third anniversaries of the grant date and may convert to common stock or be settled in cash or a combination at the Compensation Committees discretion.

When was the Form 4 signed and filed?

The signature on the filing is dated 09/15/2025, and the earliest transaction date reported is 09/12/2025.