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

Rhea-AI Filing Summary

Eric D. Chewning, EVP for Maritime Systems & Corporate Strategy at Huntington Ingalls Industries (HII), reported a non-derivative equity-related change on 09/12/2025. The Form 4 shows acquisition of 11.832 Restricted Stock Rights (RSR) dividend equivalent units credited following the company's quarterly cash dividend, at a recorded price of $0. After the transaction, the reporting person directly beneficially owned 2,419.433 shares of HII common stock.

The RSRs were originally granted under the company's 2022 Long-Term Incentive Stock Plan (LTISP) and vest in three equal annual installments. The filing explains the dividend equivalent methodology: dividend amounts on RSRs are divided by the closing stock price on the dividend payment date to calculate the credited units. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Disclosure of RSR dividend-equivalent accrual for 11.832 units, showing transparency in compensation accounting
• Post-transaction direct beneficial ownership disclosed: 2,419.433 shares, providing clarity on insider holdings
• RSRs granted under the 2022 LTISP with clear vesting terms (three equal annual installments), improving traceability of compensation
• Form executed by authorized attorney-in-fact, meeting filing formalities

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine crediting of dividend-equivalent RSR units with modest direct share ownership change; no cash exercise or sale reported.

The Form 4 documents a small accrual of 11.832 dividend-equivalent RSRs on 09/12/2025, recorded at a price of $0, consistent with plan mechanics rather than an active purchase or sale. Post-transaction direct beneficial ownership is 2,419.433 shares. This disclosure reflects compensation plan administration under the 2022 LTISP and the application of a dividend-equivalent conversion formula tied to the closing share price. There are no derivative exercises, option grants, or dispositions reported that would materially affect outstanding share count or liquidity.

Corporate Governance Expert

TL;DR: Standard insider filing showing award mechanics and vesting; governance disclosures are complete and signed by an authorized agent.

The filing identifies the reporting person as an officer (EVP, Maritime Systems & Corporate Strategy) and discloses that the RSRs were granted under the company's 2022 LTISP with ratable annual vesting over three years. The explanation clarifies how dividend-equivalent rights are calculated. The Form 4 is properly executed by an attorney-in-fact, satisfying signature requirements. The report contains routine, plan-driven compensation activity rather than governance concerns or atypical transactions.

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^*

Chewning Eric D.

(Last) (First) (Middle)

C/O HUNTINGTON INGALLS INDUSTRIES, INC.

4101 WASHINGTON AVE.

(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)
	EVP, Maritime Sys & Corp STR

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		11.832(2)		(1)	(1)	Common Stock	11.832	$0	2,419.433	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.
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FAQ

What did Eric D. Chewning report on the HII Form 4 filed for 09/12/2025?

The filing reports acquisition of 11.832 dividend-equivalent Restricted Stock Rights (RSRs), with post-transaction direct ownership of 2,419.433 shares.

Under which plan were the RSRs granted?

The RSRs were granted under the company's 2022 Long-Term Incentive Stock Plan (LTISP).

How do the dividend-equivalent RSRs vest?

Vesting is ratable in three equal installments, occurring on each of the first, second and third anniversaries of the grant date.

How are the dividend-equivalent RSR amounts calculated?

Dividend equivalents are calculated by dividing the aggregate dividend paid on the RSRs by the closing price of a share on the dividend payment date.

Was any cash paid or shares sold in this transaction?

No cash payment or sale is reported; the transaction is recorded at a $0 price reflecting credited dividend-equivalent units.

Who signed the Form 4 and when?

The Form 4 was signed by Tiffany M. King, Attorney-in-Fact on 09/15/2025.