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

Rhea-AI Filing Summary

Craig S. Faller, a director of Huntington Ingalls Industries, Inc. (HII), reported a non‑derivative acquisition on 09/12/2025 of 7.072 director stock units (SUA) at a reported price of $0, increasing his beneficial ownership to 1,446.155 shares (direct). The filing states these SUAs represent rights to one share each and that the SUAs were credited with dividend equivalents under the company’s 2012 and 2022 Long‑Term Incentive Stock Plans; dividend equivalents are converted into additional SUAs by dividing total dividends on the SUAs by the closing share price on the dividend payment date. The form was signed by an attorney‑in‑fact on 09/15/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director dividend crediting increased SUA holdings; no unusual cash consideration or option exercise reported.

The transaction reflects the mechanical crediting of dividend equivalents to director stock units under HII’s LTISPs rather than an open‑market purchase or sale. The acquisition amount (7.072 SUAs) and $0 price indicate these are non‑cash credits tied to dividend payments. This is a common, non‑dilutive compensation accounting mechanism for non‑employee directors and is not an indicator of a change in board alignment or liquidity events.

Securities Analyst

TL;DR: Minor increase in reported beneficial ownership via dividend equivalent credit; immaterial to HII’s outstanding shares or near‑term financials.

The reported post‑transaction beneficial ownership of 1,446.155 shares for the reporting person is a snapshot reflecting director unit conversion mechanics. The filing shows no exercised options, stock sales, or cash purchases. Given the small number of SUAs credited (7.072), the impact on float, earnings per share, or governance control is immaterial.

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^*

Faller Craig S.

(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		7.072(1)	A	$0	1,446.155	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 Craig S. Faller report on Form 4 for HII?

He reported the acquisition of 7.072 SUAs on 09/12/2025 credited as dividend equivalents, increasing his beneficial ownership to 1,446.155 shares (direct).

Was any cash paid for the reported HII securities?

No. The transaction lists a price of $0, indicating the SUAs were credited as dividend equivalents rather than purchased for cash.

Why were SUAs credited to the director under HII’s plans?

Dividend equivalents are credited on director SUAs following the company’s quarterly cash dividend and are converted into additional SUAs using the closing share price on the dividend payment date, per the LTISPs.

When was the Form 4 signed and filed?

The filing shows a signature by an attorney‑in‑fact (Tiffany M. King) dated 09/15/2025 and the transaction date is 09/12/2025.