Huntington Ingalls (NYSE: HII) director gains 12.893 SUAs via dividends

Rhea-AI Filing Summary

Huntington Ingalls Industries director Stephanie L. O'Sullivan acquired additional stock-based compensation through dividend equivalents. She received 12.893 director stock units (SUAs) at no cash cost under the company’s 2012 and 2022 Long-Term Incentive Stock Plans, bringing her directly held SUAs to 3,897.065. Each SUA represents a right to receive one share of common stock, generally payable within 30 days after she ceases service as a non-employee director.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'Sullivan Stephanie L.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA)	12.893	$0.00	--

Holdings After Transaction: Common Stock (SUA) — 3,897.065 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

O'Sullivan Stephanie 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)
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		12.893(1)	A	$0	3,897.065	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 insider transaction did HII director Stephanie O'Sullivan report on this Form 4?

Stephanie L. O'Sullivan reported acquiring 12.893 director stock units in Huntington Ingalls Industries. These units were credited as dividend equivalents under the company’s long-term incentive stock plans and increased her directly held stock units to 3,897.065, with no open-market purchase or sale involved.

How do SUAs work for Huntington Ingalls Industries (HII) directors?

Each SUA for Huntington Ingalls Industries represents a right to receive one share of common stock. For non-employee directors, these units generally settle in shares within 30 days after the director stops serving on the board, aligning compensation with long-term shareholder interests over their tenure.

Why did Stephanie O'Sullivan receive 12.893 SUAs from HII?

She received 12.893 SUAs as dividend equivalents under Huntington Ingalls Industries’ 2012 and 2022 Long-Term Incentive Stock Plans. The number is calculated by dividing total dividends on her existing SUAs by the stock’s closing price on the dividend payment date, automatically crediting additional units.

What is Stephanie O'Sullivan’s total HII stock unit position after this transaction?

Following the transaction, Stephanie L. O'Sullivan directly holds 3,897.065 director stock units in Huntington Ingalls Industries. Each unit corresponds to one share of common stock to be delivered in the future, generally after she ceases serving as a non-employee member of the company’s board.

Does this HII Form 4 reflect an open-market stock purchase or sale?

No, this Form 4 does not reflect an open-market trade. It reports a grant-type acquisition of 12.893 stock units as dividend equivalents under Huntington Ingalls Industries’ long-term incentive plans, with no price paid and no shares sold into the market in this transaction.