Huntington Ingalls (HII) director receives dividend stock units in Form 4 filing

Rhea-AI Filing Summary

Huntington Ingalls Industries director Donald H. Kirkland received an automatic stock-based award tied to dividends. On March 13, 2026, he acquired 22.14 director stock units (SUAs) under the company’s long-term incentive stock plans as dividend equivalents on his existing units.

Each SUA represents a right to receive one share of common stock, generally payable within 30 days after he ceases serving as a non-employee director. Following this credit, he directly holds 6,691.967 SUAs and 575 shares of Huntington Ingalls Industries common stock.

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

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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^*

DONALD KIRKLAND H

(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)
03/13/2026

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)	03/13/2026		A		22.14(1)	A	$0	6,691.967	D
Common Stock								575	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	03/16/2026
	** 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 insider transaction did HII director Donald H. Kirkland report on this Form 4?

Donald H. Kirkland reported acquiring 22.14 director stock units (SUAs) as a stock-based award. These units were credited as dividend equivalents under Huntington Ingalls Industries’ long-term incentive stock plans tied to the company’s quarterly cash dividend on his existing SUAs.

How many Huntington Ingalls (HII) stock units does Donald H. Kirkland hold after this transaction?

After the transaction, Donald H. Kirkland directly holds 6,691.967 director stock units (SUAs). Each SUA represents a right to receive one share of Huntington Ingalls Industries common stock, generally payable after he ceases serving as a non-employee director on the board.

What are SUAs in the Huntington Ingalls (HII) long-term incentive stock plans?

SUAs are director stock units granted under Huntington Ingalls Industries’ long-term incentive stock plans. Each SUA represents a right to receive one share of common stock, typically becoming payable within 30 days after a non-employee director stops serving on the company’s board.

How are dividend equivalents on SUAs calculated for Huntington Ingalls (HII) directors?

Dividend equivalents are calculated by dividing the aggregate dividend amount on all SUAs held by the director by the closing common stock price on the dividend payment date. The resulting value determines how many additional SUAs, like the 22.14 units here, are credited to the director.

Did Donald H. Kirkland buy or sell Huntington Ingalls (HII) shares in the open market?

The filing shows a grant-type acquisition of 22.14 SUAs as dividend equivalents, not an open-market stock purchase or sale. These units accrue automatically under long-term incentive stock plans when Huntington Ingalls Industries pays its regular quarterly cash dividend.

What direct common stock holdings does HII director Donald H. Kirkland report?

In addition to his SUAs, Donald H. Kirkland reports direct ownership of 575 shares of Huntington Ingalls Industries common stock. This figure reflects his direct share position as listed in the Form 4 alongside the larger balance of director stock units.