HBAN director gets 2,556-share quarterly stock award

Huntington Bancshares director Roger J. Sit reported a quarterly stock award under the company’s Directors’ Deferred Compensation Plan.

Rhea-AI Filing Summary

Huntington Bancshares director Roger J. Sit reported a quarterly stock award under the company’s Directors’ Deferred Compensation Plan. On 01/26/2026, an automatic grant of 2,556.864 shares of common stock was credited at a price of $0.0000 per share, held indirectly through the Director Deferred Compensation Plan.

After this award, 45,843.232 shares were held through the Director Deferred Compensation Plan, in addition to 194,620.25 shares held directly and other indirect holdings, including 22,921 shares by the Richard A. Sit Trust, 152,572 shares by Sit Investment Associates, and 4,713 shares by another trust. The filing states it should not be construed as an admission of beneficial ownership of these securities.

Insider Trade Summary

Grant/Award: 2,556.864 shares

Grant/Award 5 txns

Insider Sit Roger J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,556.864	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 45,843.232 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 194,620.25 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.

FAQ

What insider transaction did HBAN director Roger J. Sit report?

Roger J. Sit reported an automatic quarterly stock award of 2,556.864 Huntington Bancshares common shares. The award was made on 01/26/2026 at $0.0000 per share under the Directors’ Deferred Compensation Plan and is held indirectly through that plan.

How many HBAN shares were credited in the latest director award?

The latest quarterly award credited 2,556.864 Huntington Bancshares common shares. These shares were allocated at $0.0000 per share to the Director Deferred Compensation Plan account associated with Roger J. Sit, reflecting routine director compensation in stock form.

How many HBAN shares does Roger J. Sit hold directly after this filing?

After the reported transactions, Roger J. Sit is shown with 194,620.25 Huntington Bancshares common shares held directly. This direct position is listed separately from indirect holdings through the Directors’ Deferred Compensation Plan, various trusts, and Sit Investment Associates.

What indirect HBAN holdings are associated with Roger J. Sit?

Indirect Huntington Bancshares holdings include 45,843.232 shares via the Director Deferred Compensation Plan, 22,921 shares by the Richard A. Sit Trust, 152,572 shares by Sit Investment Associates, and 4,713 shares by another trust, as disclosed in the ownership table.

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

The Form 4 includes a statement that it should not be construed as an admission that Roger J. Sit is the beneficial owner of the reported securities. This language often appears when some shares are held through trusts or related entities.

Was any purchase price paid for the new HBAN shares reported on 01/26/2026?

No purchase price was paid for the new shares. The 2,556.864 Huntington Bancshares shares were awarded at $0.0000 per share as a quarterly stock grant to Roger J. Sit under the Directors’ Deferred Compensation Plan.

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Accepted by SEC EDGAR 01/28/2026 - 05:00 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 OH 43215

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/26/2026		A(1)		2,556.864	A	$0.0000	45,843.232	I	Director Deferred Compensation Plan(2)
Common Stock								194,620.25	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	01/28/2026
	** 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.