Form 8-K

8-K — HUNTINGTON INGALLS INDUSTRIES, INC.

Accession: 0001501585-26-000050

Filed: 2026-10-20

Period: 2026-10-19

CIK: 0001501585

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — hii-20261019.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 19, 2026

_____________________________________

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________

Delaware 001-34910 90-0607005

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

4101 Washington Avenue

Newport News, Virginia 23607

(Address of principal executive offices) (Zip Code)

(757) 380-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock HII New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2026, the Board of Directors of Huntington Ingalls Industries, Inc. (the “Company”) elected C. Michael Petters to the Board of Directors effective October 19, 2026.

Mr. Petters is the former President, Chief Executive Officer, and Executive Vice Chairman of the Company. He served as Executive Vice Chairman of the Board of Directors from March 2022 until his retirement in January 2023 and as President and Chief Executive Officer of the Company from March 2011 to March 2022. Before joining the Company upon its spin-off from Northrop Grumman, Mr. Petters served as President of Northrop Grumman Shipbuilding from 2008 to March 2011, and as President of Northrop Grumman Newport News from 2004 to 2008. During the course of his tenure with the Company or its predecessors, his responsibilities included oversight of the Virginia-class submarine program, the nuclear-powered aircraft carrier programs, aircraft carrier overhaul and refueling, submarine fleet maintenance, commercial and naval ship repair, human resources, and business and technology development. During his service in the U.S. Navy, Mr. Petters served aboard the nuclear-powered submarine USS Bancroft, and he spent five years in the Naval Reserve. The Board of Directors appointed Mr. Petters to the Cybersecurity Committee and Finance Committee.

Mr. Petters is entitled to receive an annual cash retainer of $130,000 per year and additional retainers of $20,000 each for his service on the Cybersecurity and Finance Committees. In addition, he will receive an annual equity grant of $195,000 in deferred stock units to be paid at the conclusion of his board service. His retainer fees and equity grant will be prorated for 2026.

On October 19, 2026, the Board of Directors also approved an increase in the size of the Board from eleven members to twelve members.

A copy of the press release announcing the election of Mr. Petters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release ("Former HII CEO Mike Petters Joins Board of Directors")

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUNTINGTON INGALLS INDUSTRIES, INC.

October 20, 2026

By: /s/ Tiffany M. King

Tiffany M. King

Corporate Vice President, Associate General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No. Description

99.1

Press Release ("Former HII CEO Mike Petters Joins Board of Directors")

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

EX-99.1

Filename: hiiform8-kxex991101926.htm · Sequence: 2

Document

Exhibit 99.1

NEWS RELEASE

Contacts:

Danny Hernandez

Danny.J.Hernandez@hii-co.com

(202) 264-7143

Former HII CEO Mike Petters Joins Board of Directors

NEWPORT NEWS, Va., (Oct. 20, 2026) — HII (NYSE: HII) announced today that former HII CEO and President Mike Petters was elected to the company’s board of directors.

“Mike brings deep shipbuilding expertise to the Board, and a unique familiarity with the history, mission, and evolution of HII,” said HII CEO and President Chris Kastner. “Mike’s shipbuilding background and strategic guidance are extremely valuable, and I look forward to welcoming him back to our Board of Directors.”

In 2022, Petters stepped down from his position as first CEO and president of Huntington Ingalls Industries, Inc., having steered its spin-off from Northrop Grumman in 2011. Petters joined Newport News Shipbuilding in 1987 in the Los Angeles-class submarine construction division and was promoted through the shipbuilding ranks to become president of the shipyard. Petters earned a bachelor’s degree in physics from the U.S. Naval Academy in 1982, served aboard the nuclear-powered submarine USS George Bancroft (SSBN 643) and spent five years in the U.S. Naval Reserve, and later earned an MBA from the College of William and Mary.

“There are few people with as much experience in shipbuilding as Mike Petters,” said Kirkland Donald, HII’s chairman of the Board of Directors. “We are proud to be able to continue to leverage his expertise as HII ramps the nation’s capacity to deliver for the U.S. Navy.”

Petters has served as the chairman of the Virginia Business Council, as chairman of the Aerospace Industries Association, and on the William and Mary Board of Visitors and the Center for a New American Security Board of Advisors. He continues to serve on the U.S. Naval Academy Foundation Board of Directors and on the U.S. Naval Institute Board of Directors. Among numerous awards and recognition, Petters has received the Lone Sailor Award from the Navy Memorial Foundation, the Owen B. Butler Education Excellence Award from the Committee for Economic Development, and the Lifetime Achievement Award from the Virginia Chamber of Commerce. A lifelong supporter of early childhood education, Petters also established HII’s Scholarship Fund in 2016, which supports the educational needs of its employees through scholarships for pre-K and secondary education and continues through today, having served over 1,900 students.

Exhibit 99.1

####

About HII

HII is America’s Seapower Company. The nation’s largest shipbuilder, HII builds the manned and unmanned maritime systems and all-domain mission technologies that project U.S. and allied power around the world. With a more than 140-year history of advancing U.S. national security, HII is headquartered in Virginia and employs 45,000 people across three divisions. For more information, visit:

•HII on the web: https://www.HII.com/

•HII on Facebook: https://www.facebook.com/TeamHII

•HII on X: https://www.twitter.com/WeAreHII

•HII on Instagram: https://www.instagram.com/WeAreHII

•HII on LinkedIn: https://www.linkedin.com/company/wearehii

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