HII director gets 10.102 stock units via dividends

HII director Craig S. Faller received additional stock unit dividend equivalents, modestly increasing his deferred equity-based holdings.

Rhea-AI Filing Summary

HUNTINGTON INGALLS INDUSTRIES, INC. (HII) reported that director Craig S. Faller acquired 10.102 director stock units of common stock (SUAs) on September 11, 2026 as a grant/award of dividend equivalents under the company’s long-term incentive stock plans. These units were credited at no cash cost and increase his directly held SUAs to 2,057.377, each representing a right to receive one share of common stock, generally payable after he ceases board service.

Insider Trade Summary

Grant/Award: 10.102 shares

Grant/Award 1 txn

Insider Faller Craig S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA) F1	10.102	$0.00	$0.00

Holdings After Transaction: Common Stock (SUA) — 2,057.377 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.

Key Figures

Director stock units acquired: 10.102 SUAs Holdings after transaction: 2,057.377 SUAs Per-unit grant price: $0.00 per SUA

3 metrics

Director stock units acquired 10.102 SUAs Dividend equivalent credit on September 11, 2026

Holdings after transaction 2,057.377 SUAs Director Craig S. Faller’s direct SUA balance following the award

Per-unit grant price $0.00 per SUA Reported price for the September 11, 2026 dividend-equivalent award

Key Terms

dividend equivalents, director stock unit, Long-Term Incentive Stock Plan

3 terms

dividend equivalents financial

"dividend equivalents are credited on each director stock unit"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

director stock unit financial

"dividend equivalents are credited on each director stock unit ("SUA")"

Long-Term Incentive Stock Plan financial

"Pursuant to the ... 2012 and 2022 Long-Term Incentive Stock Plan"

A long-term incentive stock plan is a company program that pays key employees and executives with company shares or stock-based awards that become theirs only after meeting performance goals or staying with the company for several years. Think of it as a delayed bonus paid in stock that ties pay to future results; investors watch these plans because they influence executive behavior, can dilute existing shares, and affect reported costs and long-term shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HII director Craig S. Faller report on this Form 4?

Director Craig S. Faller reported an acquisition of 10.102 director stock units (SUAs) of HII common stock on September 11, 2026, as a grant or award of dividend equivalents under the company’s long-term incentive stock plans.

How many Huntington Ingalls Industries (HII) stock units does Craig S. Faller hold after this transaction?

After the September 11, 2026 award, Craig S. Faller directly holds 2,057.377 director stock units (SUAs), each representing a right to receive one share of HII common stock, generally payable within 30 days after he ceases to serve on the board.

Did Craig S. Faller pay cash for the HII stock units reported on this Form 4?

No. The 10.102 director stock units were credited as dividend equivalents under Huntington Ingalls Industries’ long-term incentive stock plans, at a reported per-unit price of $0.00, reflecting a non-cash grant rather than a market purchase.

What are SUAs in the context of HII’s director compensation?

For HII, each director stock unit (SUA) represents a right to receive one share of company common stock. Under the long-term incentive stock plans, dividend equivalents are periodically credited on these SUAs, and they generally become payable after a non-employee director leaves the board.

How are HII dividend equivalents on director stock units calculated?

Dividend equivalents under HII’s long-term incentive stock plans are calculated by dividing the aggregate cash dividend paid on all SUAs held by the director by the closing price of HII common stock on the dividend payment date. The resulting number of SUAs is then credited to the director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 04:13 PM Accepted by SEC EDGAR 09/14/2026 - 04:12 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 VIRGINIA 23607

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	09/11/2026		A		10.102(1)	A	$0	2,057.377	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	09/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)