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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brian D. Blanchette, an officer (Ex VP and President, Ingalls) of Huntington Ingalls Industries, received Restricted Stock Rights (RSRs) under the companys 2022 Long-Term Incentive Stock Plan. The report shows an acquisition recorded on 09/12/2025 of 14.2 dividend-equivalent RSRs, credited following the companys quarterly cash dividend, at a notional price of $0. After this crediting, the reporting person beneficially owned 2,903.747 shares (direct ownership). The RSRs vest ratably in three equal installments on the first, second and third anniversaries of the grant date and may settle in shares, cash, or a combination at the Compensation Committees discretion.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider received dividend-equivalent RSRs that marginally increased direct holdings to 2,903.747 shares; this is a routine compensation-related adjustment.

The Form 4 documents a non-cash credit of dividend-equivalent Restricted Stock Rights under the 2022 LTISP, reflecting the mechanics of the equity plan rather than an active market purchase or sale. The incremental amount (14.2 RSRs) is small relative to total holdings and was credited by dividing the dividend paid on existing RSRs by the closing stock price on the dividend payment date. This transaction is standard for long-term incentive instruments and has limited immediate valuation impact.

TL;DR: Grant and dividend-equivalent credit follow the companys LTISP terms; vesting schedule aligns executive incentives with shareholder interests.

The disclosure clarifies that RSRs vest ratably over three years and may be settled in stock or cash at the Compensation Committees discretion, consistent with common executive compensation practice. The reporting persons direct beneficial ownership is updated to reflect dividend-equivalent accruals. There are no indications of departures from plan terms or unusual related-party arrangements in the filing text provided.

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*
Blanchette Brian D.

(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, Ingalls
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 14.2(2) (1) (1) Restricted Stock Rights 14.2 $0 2,903.747 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.
Huntington Ingalls Inds Inc

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