Huntington Ingalls (NYSE: HII) adds 27.451 director stock units

Rhea-AI Filing Summary

Huntington Ingalls Industries, Inc. reported an automatic crediting of 27.451 director stock units (SUAs) on 12/12/2025 at a price of $0. The units were credited as dividend equivalents under the company's 2012 and 2022 Long-Term Incentive Stock Plans after payment of a quarterly cash dividend.

Each SUA represents the right to receive one share of Huntington Ingalls common stock, generally payable within 30 days after a non-employee director leaves the board. Following this transaction, the reporting director beneficially owns 6,530.827 SUAs directly, as well as 575 shares of common stock directly.

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^*

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)
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		27.451(1)	A	$0	6,530.827	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	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 did Huntington Ingalls Industries (HII) report on 12/12/2025?

The company reported that a director received 27.451 director stock units (SUAs) on 12/12/2025 as dividend equivalents credited under Huntington Ingalls' long-term incentive stock plans.

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

After the reported transaction, the director beneficially owns 6,530.827 SUAs directly and 575 shares of Huntington Ingalls common stock directly.

What are SUAs in the context of Huntington Ingalls Industries (HII)?

Each stock unit (SUA) represents a right to receive one share of Huntington Ingalls common stock, which will generally become 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?

The number of dividend equivalents is calculated by dividing the total cash dividend paid on all SUAs held by the director by the closing price of Huntington Ingalls common stock on the dividend payment date.

Under which plans were the Huntington Ingalls (HII) dividend equivalents credited?

The dividend equivalents were credited under the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plans, collectively referred to as the LTISPs.

Does the Huntington Ingalls (HII) director pay anything for these credited SUAs?

No cash was paid for this transaction; the 27.451 SUAs were credited at a reported price of $0 as dividend equivalents tied to the company's quarterly cash dividend.