Huntington Ingalls (HII) director Welch gains dividend-linked stock units

Rhea-AI Filing Summary

Huntington Ingalls Industries director John K. Welch increased his equity-based holdings through a stock unit award tied to dividends. He acquired 25.335 director stock units (SUAs) of common stock at no purchase price under the company’s long-term incentive stock plans. Each SUA represents a right to receive one share of common stock, generally payable within 30 days after he ceases serving on the board. Following this grant, he directly holds 7,657.605 SUAs and 2,545 shares of common stock, reflecting a routine, compensation-related increase rather than an open-market purchase.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WELCH JOHN K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA)	25.335	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock (SUA) — 7,657.605 shares (Direct); Common Stock — 2,545 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

WELCH JOHN K

(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		25.335(1)	A	$0	7,657.605	D
Common Stock								2,545	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 John K. Welch report on this Form 4?

John K. Welch reported acquiring 25.335 director stock units (SUAs) of Huntington Ingalls Industries common stock at no purchase price. The award reflects dividend-equivalent credits under the company’s long-term incentive stock plans, rather than an open-market share purchase.

How do SUAs work for Huntington Ingalls Industries (HII) directors?

Each SUA represents a right to receive one share of Huntington Ingalls Industries common stock. Dividend equivalents are credited on SUAs after quarterly cash dividends, and the resulting shares generally become payable within 30 days after a non-employee director leaves the board.

Did John K. Welch buy HII shares in the open market in this filing?

No, the Form 4 shows a grant or award acquisition of 25.335 SUAs at a price of $0.00 per unit. The increase comes from dividend-equivalent credits under long-term incentive plans, not from an open-market stock purchase.

What are John K. Welch’s HII holdings after the reported Form 4 transactions?

After the reported activity, John K. Welch directly holds 7,657.605 SUAs and 2,545 shares of Huntington Ingalls Industries common stock. The SUAs convert into shares when he ceases board service, providing deferred, stock-linked compensation.

What plans govern the SUAs reported by HII director John K. Welch?

The SUAs and related dividend-equivalent credits are governed by Huntington Ingalls Industries’ 2012 and 2022 Long-Term Incentive Stock Plans. These plans provide stock-based compensation to non-employee directors through stock units that track the company’s common stock and dividends.