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  4. [Form 4] HUNTINGTON INGALLS INDUSTRIES, INC. Insider Trading Activity

Huntington Ingalls (NYSE: HII) director receives 25.893 stock units via dividend equivalents

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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 25.893 stock units as a grant under the company’s long-term incentive plans. These stock units, called SUAs, stem from dividend equivalents credited on existing director units. After this award, McKibben holds a total of 5,610.832 shares-equivalent directly.

Positive

  • None.

Negative

  • None.

Insights

Routine director dividend-equivalent grant with minimal impact.

Director Tracy B. McKibben acquired 25.893 stock units (SUAs) at $0.0000 per unit through dividend equivalents under Huntington Ingalls Industries’ long-term incentive stock plans. This is a non-cash, compensation-related increase in equity exposure.

The award lifts McKibben’s direct holdings to 5,610.832 shares-equivalent, which is modest and typical for board-level equity programs. The filing describes standard mechanics where dividend equivalents accrue on existing SUAs and convert into additional units, so the event is administratively important but not thesis-changing.

Insider McKibben Tracy B
Role Director
Type Security Shares Price Value
Grant/Award Common Stock (SUA) 25.893 $0.00 --
Holdings After Transaction: Common Stock (SUA) — 5,610.832 shares (Direct)
Footnotes (1)
  1. [object Object]
Stock units granted 25.893 SUAs Grant/award acquisition on 2026-06-12
Grant price per unit $0.0000 per share Non-cash award under LTISPs
Holdings after transaction 5,610.832 shares-equivalent Total direct ownership after award
Plan years referenced 2012 and 2022 LTISPs Long-Term Incentive Stock Plans governing SUAs
Long-Term Incentive Stock Plan financial
"Pursuant to the Huntington Ingalls Industries, Inc. 2012 and 2022 Long-Term Incentive Stock Plan (together, the "LTISPs"), dividend equivalents are credited..."
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
"dividend equivalents are credited on each director stock unit ("SUA") held by the Reporting Person..."
non-employee director financial
"payable within 30 days following the date a non-employee director ceases to provide services as a member of the board of directors."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did HII director Tracy B. McKibben report on this Form 4?
Tracy B. McKibben reported acquiring 25.893 common stock units (SUAs) in Huntington Ingalls Industries through a grant under the company’s long-term incentive stock plans, reflecting dividend equivalents credited on existing director stock units rather than an open-market purchase.

How many Huntington Ingalls (HII) shares does Tracy B. McKibben hold after the transaction?
After the grant, Tracy B. McKibben holds 5,610.832 shares-equivalent of Huntington Ingalls common stock directly. This total includes the 25.893 stock units (SUAs) acquired through dividend equivalents credited under the company’s long-term incentive stock plans for non-employee directors.

What is a director stock unit (SUA) in the HII Form 4 filing?
A director stock unit, or SUA, represents the right to receive one share of Huntington Ingalls common stock. According to the filing, SUAs generally become payable within 30 days after a non-employee director stops serving on the board of directors, aligning director compensation with shareholder interests.

How were the 25.893 HII stock units calculated for Tracy B. McKibben?
The 25.893 stock units were calculated by dividing the total cash dividend paid on McKibben’s outstanding SUAs by the closing price of Huntington Ingalls common stock on the dividend payment date. This mechanism credits dividend equivalents as additional SUAs under the company’s long-term incentive plans.

Is the HII Form 4 transaction a market purchase or sale of shares?
The transaction is not a market purchase or sale. It is classified as a grant or award acquisition of 25.893 stock units (SUAs) at a price of $0.0000 per unit, reflecting dividend equivalents credited under Huntington Ingalls’ long-term incentive stock plans for directors.
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*
McKibben Tracy B
(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)
06/12/2026		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)06/12/2026A25.893(1)A$05,610.832D
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-Fact06/15/2026
** 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)

Source: View Original Filing on SEC EDGAR