Huntington Ingalls (NYSE: HII) director reports 1.075 dividend stock units

Rhea-AI Filing Summary

Huntington Ingalls Industries director reported an automatic acquisition of 1.075 director stock units (SUAs) on 12/12/2025, credited as dividend equivalents under the company’s 2012 and 2022 Long-Term Incentive Stock Plans. The SUAs were granted at $0 consideration and each unit represents a right to receive one share of common stock, generally payable within 30 days after the director ceases serving on the board. Following this transaction, the director beneficially owns 255.616 SUAs and separately holds 3,500 shares of Huntington Ingalls Industries common stock, all directly owned.

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^*

Stanage Nick L

(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)
12/12/2025

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)	12/12/2025		A		1.075(1)	A	$0	255.616	D
Common Stock								3,500	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	12/15/2025
	** 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.
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 was reported for Huntington Ingalls Industries (HII)?

A Huntington Ingalls Industries director reported an automatic acquisition of 1.075 director stock units (SUAs) on 12/12/2025, credited as dividend equivalents under the company’s long-term incentive stock plans.

How many Huntington Ingalls (HII) stock units and shares does the director now hold?

After the reported transaction, the director beneficially owns 255.616 director stock units (SUAs) and separately holds 3,500 shares of Huntington Ingalls Industries common stock, all held directly.

What are SUAs in the Huntington Ingalls (HII) director compensation plan?

SUAs are director stock units where each unit represents a right to receive one share of Huntington Ingalls common stock, generally payable within 30 days after a non-employee director stops serving on the board.

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

Dividend equivalents are credited after each quarterly cash dividend. The number of equivalents is calculated by dividing the aggregate dividend paid on all SUAs held by the director by the closing price of Huntington Ingalls common stock on the dividend payment date.

Did the Huntington Ingalls (HII) director pay cash for the new stock units?

No cash was paid for the 1.075 SUAs; they were credited at a price of $0 as dividend equivalents under the company’s long-term incentive stock plans.

What plan governs the Huntington Ingalls (HII) director’s SUAs and dividend equivalents?

The SUAs and related dividend equivalents are credited under Huntington Ingalls Industries’ 2012 and 2022 Long-Term Incentive Stock Plans, which together govern these director equity awards.