Huntington director gets stock award via deferral plan

Sit Roger J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sit Roger J reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares director Roger J. Sit reported a compensation-related stock award rather than an open-market trade. On the reported date, he was credited with 1,880.955 shares of common stock at $0.0000 per share under the Director Deferred Compensation Plan.

This award increased his indirect balance in the deferred compensation plan to 48,169.219 shares of Huntington common stock. The filing also lists additional direct and indirect positions, including shares held directly and through various trusts and an investment entity, while noting that the statement does not constitute an admission of beneficial ownership.

Insider Trade Summary

Grant/Award: 1,880.955 shares

Grant/Award 5 txns

Insider Sit Roger J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,880.955	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 48,169.219 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 196,294.536 shares (Direct); Common Stock — 22,921 shares (Indirect, By Richard A. Sit Trust); Common Stock — 152,572 shares (Indirect, By Sit Investment Associates); Common Stock — 4,713 shares (Indirect, by Trust)

Footnotes (2)

1. F1. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan.
2. F2. The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.

Key Figures

Quarterly stock award: 1,880.955 shares Award price: $0.0000 per share Deferred plan balance: 48,169.219 shares +4 more

7 metrics

Quarterly stock award 1,880.955 shares Grant under Director Deferred Compensation Plan

Award price $0.0000 per share Director Deferred Compensation Plan credit

Deferred plan balance 48,169.219 shares Indirect holdings after award in Director Deferred Compensation Plan

Direct holdings 196,294.536 shares Common stock held directly after reported date

Trust holdings 4,713 shares Common stock held indirectly by Trust

Sit Investment Associates holdings 152,572 shares Common stock held indirectly by Sit Investment Associates

Richard A. Sit Trust holdings 22,921 shares Common stock held indirectly by Richard A. Sit Trust

Key Terms

Director Deferred Compensation Plan, grant/award acquisition, Section 16, indirect ownership, +1 more

5 terms

Director Deferred Compensation Plan financial

"Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Section 16 regulatory

"for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

indirect ownership financial

""ownership_type": "indirect""

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What did Roger J. Sit report in his Form 4 for Huntington Bancshares (HBAN)?

Roger J. Sit reported a stock award under a deferred compensation plan, not a market trade. He was credited with 1,880.955 shares of Huntington common stock as part of his quarterly director compensation, increasing his indirect plan holdings.

How many Huntington Bancshares (HBAN) shares were awarded to Roger J. Sit?

Roger J. Sit was awarded 1,880.955 shares of Huntington common stock. These shares were credited at $0.0000 per share under the Director Deferred Compensation Plan as a quarterly award for board service rather than a purchase on the open market.

What is the Director Deferred Compensation Plan mentioned in the HBAN Form 4?

The Director Deferred Compensation Plan credits Huntington directors with stock-based awards instead of immediate cash. In this filing, it reflects a quarterly share award to Roger J. Sit, adding 1,880.955 shares and raising his plan balance to 48,169.219 shares of common stock.

How many Huntington Bancshares (HBAN) shares does Roger J. Sit hold after this award?

After the award, Roger J. Sit’s deferred compensation plan balance is 48,169.219 shares of Huntington common stock. The Form 4 also lists separate direct and indirect holdings through trusts and an investment entity, all reported with detailed share counts and ownership types.

Did Roger J. Sit buy or sell Huntington Bancshares (HBAN) shares on the market?

No open-market buy or sell is reported. The Form 4 shows a grant or award acquisition of 1,880.955 shares at $0.0000 per share under the Director Deferred Compensation Plan, which is a compensation entry rather than a trading decision.

Does the HBAN Form 4 admit that Roger J. Sit is the beneficial owner of all reported shares?

The filing explicitly states it should not be construed as an admission that Roger J. Sit is the beneficial owner of all reported securities. Some shares are held indirectly through trusts and an investment entity, with ownership reported for compliance purposes under Section 16.

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

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Accepted by SEC EDGAR 04/30/2026 - 03:38 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^*

Sit Roger J

(Last) (First) (Middle)

HUNTINGTON CENTER

41 S. HIGH STREET

(Street)

COLUMBUS OHIO 43215

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC /MD/ [ HBAN ]

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)
04/28/2026

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	04/28/2026		A(1)		1,880.955	A	$0.0000	48,169.219	I	Director Deferred Compensation Plan(2)
Common Stock								196,294.536	D
Common Stock								22,921	I	By Richard A. Sit Trust(2)
Common Stock								152,572	I	By Sit Investment Associates(2)
Common Stock								4,713	I	by Trust(2)

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. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan.

2. The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.

	Rachel L. Lawless, Attorney-in-Fact	04/30/2026
	** 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)