What indirect Huntington Bancshares (HBAN) holdings related to Roger J. Sit are disclosed?

The filing lists indirect holdings of Huntington Bancshares common stock by the Richard A. Sit Trust, Sit Investment Associates, and another trust. Post-transaction share amounts are 22,921.000, 152,572.000, and 4,713.000 respectively, with a footnote broadly disclaiming beneficial ownership of these securities by the reporting person.

Director at Huntington Bancshares (HBAN) granted new stock awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Roger J. Sit reported stock-based awards in the company’s common stock. On April 1, 2026, he acquired 1,674.286 shares directly and 445.032 shares through a Director Deferred Compensation Plan, both recorded as grants or awards at a stated price of $0.0000 per share.

After these awards, Sit’s direct holdings totaled 196,294.536 shares, and his deferred compensation plan holdings totaled 46,288.264 shares. The filing also lists additional indirect holdings, including shares held by the Richard A. Sit Trust, by Sit Investment Associates, and by another trust, with the filer disclaiming beneficial ownership of the securities in a footnote.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Sit Roger J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,674.286	$0.00	--
Grant/Award	Common Stock	445.032	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 196,294.536 shares (Direct); Common Stock — 46,288.264 shares (Indirect, Director Deferred Compensation Plan)

Footnotes (1)

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Key Figures

Direct stock award: 1,674.286 shares Deferred plan stock award: 445.032 shares Direct holdings after awards: 196,294.536 shares +5 more

8 metrics

Direct stock award 1,674.286 shares Common Stock grant on April 1, 2026

Deferred plan stock award 445.032 shares Director Deferred Compensation Plan grant on April 1, 2026

Direct holdings after awards 196,294.536 shares Common Stock directly held following April 1, 2026 transactions

Deferred plan holdings after awards 46,288.264 shares Director Deferred Compensation Plan position after April 1, 2026

Richard A. Sit Trust holdings 22,921.000 shares Indirect Huntington Bancshares Common Stock holding

Sit Investment Associates holdings 152,572.000 shares Indirect Huntington Bancshares Common Stock holding

Other trust holdings 4,713.000 shares Indirect Huntington Bancshares Common Stock holding by trust

Transaction price per share $0.0000 per share Stated price for both April 1, 2026 stock awards

Key Terms

Director Deferred Compensation Plan, Section 16 of the Securities and Exchange Act of 1934, beneficial owner

3 terms

Director Deferred Compensation Plan financial

"nature_of_ownership: "Director Deferred Compensation Plan""

Section 16 of the Securities and Exchange Act of 1934 regulatory

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

beneficial owner regulatory

"shall not be construed as an admission that the undersigned is ... the beneficial owner of the securities"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 01:22 PM

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)
04/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		A		1,674.286	A	$0.0000	196,294.536	D
Common Stock	04/01/2026		A		445.032	A	$0.0000	46,288.264	I	Director Deferred Compensation Plan⁽¹⁾
Common Stock								22,921	I	By Richard A. Sit Trust⁽¹⁾
Common Stock								152,572	I	By Sit Investment Associates⁽¹⁾
Common Stock								4,713	I	by Trust⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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	04/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Huntington Bancshares (HBAN) director Roger J. Sit report?

Roger J. Sit reported stock-based awards in Huntington Bancshares common stock. On April 1, 2026, he acquired 1,674.286 shares directly and 445.032 shares through a Director Deferred Compensation Plan, both recorded as grants or awards with a stated price of $0.0000 per share.

How many Huntington Bancshares (HBAN) shares does Roger J. Sit hold directly after this Form 4?

Following the reported awards, Roger J. Sit directly holds 196,294.536 shares of Huntington Bancshares common stock. This figure reflects his position after the April 1, 2026 grants recorded on the Form 4 and represents only the directly owned portion, separate from various indirect holdings.

What is the Director Deferred Compensation Plan position for Roger J. Sit at Huntington Bancshares (HBAN)?

After receiving a 445.032-share stock-based award on April 1, 2026, Roger J. Sit’s indirect holdings through the Director Deferred Compensation Plan total 46,288.264 shares of Huntington Bancshares common stock, as disclosed in the Form 4 under indirect ownership tied to that specific plan arrangement.

What does the Form 4 footnote say about Roger J. Sit’s beneficial ownership in HBAN shares?

The footnote states that filing the statement should not be construed as an admission that the undersigned is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, clarifying how ownership is characterized for regulatory reporting.

Were the Huntington Bancshares (HBAN) stock awards to Roger J. Sit open-market purchases or grants?

The reported acquisitions are classified as grants or awards, not open-market purchases. Both transactions use code A, described as a grant, award, or other acquisition, and show a transaction price of $0.0000 per share, indicating compensation-related stock rather than market buying activity.