Huntington Ingalls director credited 6.713 dividend stock units

Huntington Ingalls Industries reported an insider transaction involving a non-employee director.

Rhea-AI Filing Summary

Huntington Ingalls Industries reported an insider transaction involving a non-employee director. On 12/12/2025, the director was automatically credited with 6.713 director stock units ("SUAs") of common stock at a price of $0. These dividend-equivalent units were granted under the company’s 2012 and 2022 Long-Term Incentive Stock Plans when the company paid its quarterly cash dividend.

Each SUA represents the right to receive one share of Huntington Ingalls common stock, generally payable within 30 days after the director ceases serving on the board. After this credit, the reporting person beneficially owns 1,596.868 SUAs, held directly.

Insider Trade Summary

Grant/Award: 6.713 shares

Grant/Award 1 txn

Insider Faller Craig S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA)	6.713	$0.00	$0.00

Holdings After Transaction: Common Stock (SUA) — 1,596.868 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What insider transaction did Huntington Ingalls (HII) disclose in this Form 4?

The company disclosed that a non-employee director was credited with 6.713 director stock units (SUAs) of Huntington Ingalls common stock as a dividend-equivalent award on 12/12/2025.

How many Huntington Ingalls (HII) director stock units were credited in this transaction?

The reporting director received 6.713 SUAs of Huntington Ingalls Industries common stock as part of a dividend-equivalent credit.

What does each Huntington Ingalls (HII) SUA represent for the director?

Each SUA represents a right to receive one share of Huntington Ingalls common stock, generally delivered after the director leaves the board.

When do the Huntington Ingalls (HII) director stock units generally become payable?

The SUAs generally become payable within 30 days after a non-employee director ceases to provide services as a member of the board of directors.

How many Huntington Ingalls (HII) stock units does the reporting person own after this transaction?

Following the transaction, the reporting person beneficially owns 1,596.868 SUAs of Huntington Ingalls common stock, held directly.

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.

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

No. The 6.713 SUAs were credited at a price of $0 as dividend equivalents, rather than purchased for cash.

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Accepted by SEC EDGAR 12/15/2025 - 04:22 PM Learn about SEC filing dates

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^*

Faller Craig S.

(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		6.713(1)	A	$0	1,596.868	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.