Huntington Ingalls (HII) director Craig Faller awarded 8.645 dividend-based stock units

Rhea-AI Filing Summary

Huntington Ingalls Industries director Craig S. Faller reported a routine stock unit acquisition tied to dividends. He received 8.645 director stock units (SUAs) of common stock at a stated price of $0.00 per unit under the company’s Long-Term Incentive Stock Plans. Following this grant, he directly holds 1,873.275 SUAs, each representing a future right to one share of common stock, generally payable after he ceases serving on the board.

Insights

Equity compensation analyst

Routine dividend-equivalent crediting to a director’s stock units.

This filing shows non-employee director Craig S. Faller receiving 8.645 additional director stock units as dividend equivalents under Huntington Ingalls’ long-term incentive stock plans. The units are compensation-related and carry no purchase price, so there is no open-market buying or selling.

Each SUA represents a right to receive one share of common stock, generally after the director leaves the board. After this grant, Faller holds 1,873.275 SUAs, indicating a modest equity-based stake. The event appears to be a standard, formula-driven feature of the dividend policy, not a discretionary trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Faller Craig S.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock (SUA)	8.645	$0.00	--

Holdings After Transaction: Common Stock (SUA) — 1,873.275 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Director stock units granted: 8.645 SUAs Price per SUA: $0.00 per unit Total SUAs after grant: 1,873.275 SUAs +1 more

4 metrics

Director stock units granted 8.645 SUAs Dividend-equivalent grant on common stock units

Price per SUA $0.00 per unit Grant price for dividend-equivalent SUAs

Total SUAs after grant 1,873.275 SUAs Holdings following the June 12, 2026 transaction

Transaction date June 12, 2026 Date of SUA acquisition

Key Terms

Long-Term Incentive Stock Plan, dividend equivalents, director stock unit ("SUA"), non-employee director, +1 more

5 terms

Long-Term Incentive Stock Plan financial

"Pursuant to the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plan (together, the "LTISPs")"

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.

dividend equivalents financial

"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"

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 ("SUA") financial

"each director stock unit ("SUA") held by the Reporting Person"

non-employee director financial

"become payable within 30 days following the date a non-employee director ceases to provide services"

closing price financial

"calculated by dividing the aggregate amount of the dividend paid ... by the closing price of a share of Company common stock"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/15/2026 - 04:21 PM Accepted by SEC EDGAR 06/15/2026 - 04:21 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)
06/12/2026

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)	06/12/2026		A		8.645(1)	A	$0	1,873.275	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	06/15/2026
	** 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)

FAQ

What did Huntington Ingalls (HII) director Craig S. Faller report on this Form 4?

Craig S. Faller reported receiving 8.645 director stock units (SUAs) of Huntington Ingalls common stock as a grant under the company’s long-term incentive stock plans, tied to dividend payments. This is a compensation-related acquisition, not an open-market stock purchase or sale.

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

After the transaction, Craig S. Faller directly holds 1,873.275 director stock units (SUAs) in Huntington Ingalls. Each SUA represents a right to receive one share of common stock, generally within 30 days after he stops serving as a non-employee director on the board.

What are SUAs in the Huntington Ingalls (HII) long-term incentive plans?

SUAs are director stock units under Huntington Ingalls’ long-term incentive stock plans. Each SUA represents a right to one share of common stock, typically paid within 30 days after a non-employee director leaves the board, aligning director compensation with long-term shareholder interests through equity exposure.

How are the 8.645 Huntington Ingalls (HII) SUAs credited to Craig S. Faller calculated?

The 8.645 SUAs are dividend equivalents credited on existing SUAs. The number is calculated by dividing the total cash dividend paid on all SUAs held by Craig S. Faller by the closing price of Huntington Ingalls common stock on the dividend payment date, as described in the footnote.

Does this Huntington Ingalls (HII) Form 4 show any stock sales by Craig S. Faller?

This Form 4 does not show any stock sales by Craig S. Faller. It reports only an acquisition of 8.645 director stock units as a grant of dividend equivalents, with no open-market buying or selling and no tax-withholding dispositions disclosed in the transaction summary.