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

Rhea-AI Filing Summary

Huntington Ingalls Industries director Leo P. Denault received dividend-equivalent common stock units under the company's long-term incentive plans. On 09/12/2025 the reporting form shows an acquisition of 17.693 shares credited as director stock units at a price of $0. After the transaction the reporting person beneficially owned 3,618.09 shares (expressed as SUAs). The filing explains these dividend equivalents are calculated by dividing the cash dividend on the director stock units by the closing share price on the dividend payment date and that each SUA generally converts to one share when the non-employee director ceases board service.

Positive

• Alignment of director compensation with shareholders via dividend-equivalent SUAs reinforces pay-for-performance and cash dividend linkage
• Transparent disclosure of the calculation method for dividend equivalents and the resulting SUA credit (17.693 shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director dividend-equivalent crediting increased SUA holdings slightly; governance practice aligns director pay with shareholder distributions.

The filing documents a customary, non-cash crediting of dividend equivalents to a non-employee director under established LTISPs. The mechanism ties director compensation to cash dividends by converting dividend amounts into additional SUAs using the market closing price on the dividend date. The reported 17.693 share credit is small relative to the total beneficial ownership reported (3,618.09 SUAs) and reflects standard plan administration rather than an opportunistic open-market purchase or sale.

Securities Analyst

TL;DR: Transaction is immaterial to equity supply or major insider repositioning; it's an administrative credit of dividend equivalents.

The record shows an acquisition coded as A with $0 price, consistent with dividend-equivalent credits rather than a market transaction. No cash proceeds or exercise features are reported. The incremental change of 17.693 shares will have negligible impact on outstanding float or on immediate insider sell-side signals. This is a routine transfer under the 2012 and 2022 LTISPs with conversion tied to board service cessation.

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

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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^*

DENAULT LEO P

(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		17.693(1)	A	$0	3,618.09	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.
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FAQ

What transaction did HII director Leo P. Denault report on Form 4?

The Form 4 reports an acquisition of 17.693 shares credited as director stock units (SUA) on 09/12/2025 at a reported price of $0.

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

The filing shows the reporting person beneficially owned 3,618.09 shares following the reported transaction.

Why were the shares credited at $0 on the Form 4?

The credited amount reflects dividend equivalents under the company's LTISPs, which are non-cash credits calculated using the dividend amount and closing share price.

Which company plans govern these director units?

The filing cites the Huntington Ingalls Industries 2012 and 2022 Long-Term Incentive Stock Plans as the source of the SUAs and dividend-equivalent credits.

When do SUAs convert into actual shares?

According to the filing, each SUA generally becomes payable as one share within 30 days after a non-employee director ceases board service.