Huntington Ingalls (HII) director gets stock units as dividend equivalents

Rhea-AI Filing Summary

McKibben Tracy B reported acquisition or exercise transactions in this Form 4 filing.

Huntington Ingalls Industries director Tracy B. McKibben received 18.070 director stock units (SUAs) as a grant under the company’s long-term incentive plans. The award reflects dividend equivalents credited on existing SUAs rather than an open-market purchase or sale, at a stated price of $0.00 per unit.

After this grant, McKibben directly holds a total of 5,461.939 SUAs. Each SUA represents the right to receive one share of common stock, generally payable within 30 days after the non-employee director ceases serving on the board.

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^*

McKibben Tracy B

(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		18.07(1)	A	$0	5,461.939	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 did Tracy B. McKibben report in the latest HII Form 4 filing?

Tracy B. McKibben reported receiving 18.070 director stock units (SUAs). These units were granted as dividend equivalents under Huntington Ingalls’ long-term incentive stock plans, increasing her directly held SUAs to a total of 5,461.939.

Is the HII Form 4 transaction a stock purchase or sale by the director?

The transaction is a grant, not an open-market purchase or sale. McKibben received 18.070 SUAs at a stated price of $0.00 per unit as dividend equivalents credited on existing awards, under the company’s long-term incentive stock plans.

How many Huntington Ingalls SUAs does Tracy B. McKibben hold after this grant?

Following the grant, McKibben holds 5,461.939 SUAs directly. This total reflects the addition of 18.070 director stock units credited as dividend equivalents, each representing the right to receive one share of Huntington Ingalls common stock in the future.

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

SUAs are director stock units representing rights to receive common shares. Under Huntington Ingalls’ long-term incentive stock plans, each SUA equals one share of common stock, generally payable within 30 days after a non-employee director leaves the board.

How are the 18.070 SUAs for Tracy B. McKibben calculated at Huntington Ingalls?

The 18.070 SUAs result from dividend equivalents on existing SUAs. The plans credit dividend equivalents by dividing the total cash dividend on all SUAs held by the director by the common stock closing price on the dividend payment date.

When will Tracy B. McKibben’s Huntington Ingalls SUAs generally be paid out?

The SUAs generally become payable after McKibben leaves the board. Each SUA represents one share of common stock, typically delivered within 30 days after a non-employee director ceases providing services as a member of Huntington Ingalls’ board of directors.