Huntington Ingalls (HII) Form 4: Dividend-Equivalent RSRs Added to Insider Holdings
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Rights | 11.832 | $0.00 | -- |
Footnotes (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. 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.
