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HII director awarded 38.547 deferred stock units

HUNTINGTON INGALLS INDUSTRIES, INC.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HUNTINGTON INGALLS INDUSTRIES, INC. (HII) reported that director Victoria D. Harker acquired 38.547 director stock units (SUAs) of common stock on September 11, 2026 as a grant/award with a reported price of $0.00 per unit. After this award, she directly holds a total of 7,851.241 SUAs. Under the company’s Long-Term Incentive Stock Plans, each SUA represents a right to receive one share of common stock, generally payable within 30 days after a non-employee director leaves the board, and these new units reflect dividend equivalents credited on existing SUAs when quarterly cash dividends are paid.

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Insider Harker Victoria D
Role Director
Type Security Shares Price Value
Grant/Award Common Stock (SUA) F1 38.547 $0.00 $0.00
Holdings After Transaction: Common Stock (SUA) — 7,851.241 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.
SUAs acquired 38.547 units Director stock units (SUAs) granted to Victoria D. Harker on September 11, 2026
Per-unit price $0.00 per SUA Reported grant/award price for the 38.547 SUAs acquired
Total SUAs held after transaction 7,851.241 units Direct holdings of SUAs by Victoria D. Harker following the September 11, 2026 award
SUA-to-share ratio 1 SUA : 1 share Each SUA represents a right to receive one share of HII common stock under the LTISPs
Payment timing for SUAs Within 30 days SUAs generally become payable within 30 days after a non-employee director ceases board service
dividend equivalents financial
"dividend equivalents are credited on each director stock unit ("SUA")"
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
"dividend equivalents are credited on each director stock unit ("SUA") held"
Long-Term Incentive Stock Plan financial
"Pursuant to the Huntington Ingalls Industries, Inc. 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.
dividend payment date financial
"by the closing price of a share of Company common stock on the dividend payment date"

FAQ

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

What insider transaction did HII director Victoria D. Harker report on this Form 4?

She reported an acquisition of 38.547 SUAs of Huntington Ingalls Industries common stock on September 11, 2026, classified as a grant or award with a reported per-unit price of $0.00, reflecting additional deferred equity rather than an open-market purchase.

How many Huntington Ingalls Industries (HII) stock units does Victoria D. Harker hold after this transaction?

After the September 11, 2026 award, Victoria D. Harker directly holds 7,851.241 SUAs. Each SUA generally represents a right to receive one share of HII common stock, typically payable within 30 days after she ceases service as a non-employee director.

What are SUAs reported for HII on this Form 4?

SUAs are director stock units, each representing a right to receive one share of HII common stock. For non-employee directors, these units generally become payable within 30 days after board service ends, functioning as deferred equity compensation rather than current share ownership.

Why did Victoria D. Harker receive 38.547 additional SUAs from HII?

The 38.547 additional SUAs represent dividend equivalents credited under HII’s 2012 and 2022 Long-Term Incentive Stock Plans. They are calculated by dividing the cash dividend paid on her total existing SUAs by the closing price of HII common stock on the dividend payment date.

Does HII’s Form 4 indicate that this transaction was under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnote describes the award as dividend equivalents credited under HII’s long-term incentive stock plans, not as trades executed under a pre-arranged Rule 10b5-1 trading plan.

Did Victoria D. Harker buy or sell HII shares in the market in this Form 4?

No market purchases or sales are reported. The Form 4 shows a single grant/award acquisition of 38.547 SUAs at a reported price of $0.00, representing dividend-equivalent credits on previously held director stock units, rather than an open-market transaction.

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

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SEC Form 4
FORM 4UNITED 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*
Harker Victoria D

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock (SUA)09/11/2026A38.547(1)A$07,851.241D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact09/14/2026
** Signature of Reporting PersonDate
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)

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