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

Rhea-AI Filing Summary

Huntington Ingalls Industries director Stephanie L. O'Sullivan 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 17.534 SUA units, valued for reporting at $0 per unit, increasing her beneficial ownership to 3,585.429 shares. Each SUA represents a right to one common share and dividend equivalents are calculated by dividing the aggregate cash dividend on the director's SUAs by the closing stock price on the dividend payment date. SUAs generally convert to shares within about 30 days after a non-employee director leaves the board.

Positive

• Dividend-equivalent credits were applied under the LTISPs, increasing the director's beneficial ownership to 3,585.429 shares.
• Disclosure is timely and complete for this plan-driven transaction, with Form 4 filed and signed by an attorney-in-fact.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director dividend-equivalent credit; immaterial to company financials but increases insider share count slightly.

This Form 4 reports a non-cash, plan-driven credit of 17.534 director stock units that arise from dividend equivalents under the LTISPs. The transaction is administrative and reflects compensation mechanics rather than open-market trading; it does not show cash proceeds or exercised options. The post-transaction beneficial ownership reported is 3,585.429 shares, which is useful for tracking insider alignment but is not large enough, on its face, to be material to HII's capitalization.

Corporate Governance Expert

TL;DR: Standard director compensation mechanics executed; reflects governance practice of using SUAs to mirror economic dividends.

The filing documents routine application of the company’s LTISPs where dividend equivalents accrue to director SUAs and are converted based on quarterly dividend amounts and closing price. This preserves alignment of non-employee directors with shareholders without immediate share issuance while maintaining disclosure transparency. No departures, sales, or option exercises are reported, and the form includes an attorney-in-fact signature indicating standard filing procedure.

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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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^*

O'Sullivan Stephanie L.

(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		17.534(1)	A	$0	3,585.429	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 transaction did Stephanie L. O'Sullivan report on Form 4 for HII?

The Form 4 reports a credit of 17.534 director stock units (SUAs) on 09/12/2025 representing dividend equivalents under HII's LTISPs.

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

The filing reports beneficial ownership of 3,585.429 shares following the credited SUAs.

Were any shares sold or cash proceeds received in this transaction?

No; the transaction code is an A (acquisition) of SUAs as dividend equivalents and the price is reported as $0.

How are the dividend equivalents on SUAs calculated under the LTISPs?

They are calculated by dividing the aggregate cash dividend on the SUAs by the closing price of HII common stock on the dividend payment date, per the filing.

When do SUAs typically convert into shares for non-employee directors?

The filing states SUAs generally become payable as one share per SUA within about 30 days after a non-employee director ceases board service.