[Form 4] HUNTINGTON BANCSHARES INC /MD/ Insider Trading Activity

Rhea-AI Filing Summary

Roger J. Sit, a director of HUNTINGTON BANCSHARES INC /MD/ (HBAN), reported purchases on 10/01/2025. The Form 4 shows a direct acquisition of 1,514.358 shares (transaction code A) at a reported price of $0.0000, leaving 193,110.333 shares held directly after the transaction. The filing also reports an indirect acquisition of 357.324 shares, bringing indirect holdings to 39,997.025 shares via several vehicles: 22,921 shares in the Director Deferred Compensation Plan, 152,572 shares by the Richard A. Sit Trust, 4,713 shares by a trust, and 152,572 noted for Sit Investment Associates.

The filing includes an exhibit: Exhibit 24 (Substitute Power of Attorney), and is signed by Rachel L. Lawless, Attorney-in-Fact on 10/03/2025. The filer clarifies the statement is not an admission of beneficial ownership for Section 16 purposes.

Insights

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Insider purchase reported: small direct buy and modest indirect holdings disclosed.

The report shows a direct purchase of 1,514.358 shares on 10/01/2025 and an indirect acquisition of 357.324 shares, increasing direct holdings to 193,110.333 and indirect holdings to 39,997.025.

This is a routine Section 16 disclosure by a director; the filing also lists trusts and a deferred compensation plan as the sources of indirect holdings (22,921, 152,572, 4,713). The inclusion of Exhibit 24 indicates an executed power of attorney was used to file.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
10/01/2025

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	10/01/2025		A		1,514.358	A	$0.0000	193,110.333	D
Common Stock	10/01/2025		A		357.324	A	$0.0000	39,997.025	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

Remarks:

EXHIBIT INDEX Exhibit 24 - Substitute Power of Attorney

	Rachel L. Lawless, Attorney-in-Fact	10/03/2025
	** 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.

FAQ

What did Roger J. Sit report on the HBAN Form 4?

He reported a direct acquisition of 1,514.358 shares and an indirect acquisition of 357.324 shares on 10/01/2025, with total direct holdings reported as 193,110.333 and indirect holdings as 39,997.025.

When was the Form 4 for HBAN filed and who signed it?

The filing shows the transaction date as 10/01/2025 and the signature by Rachel L. Lawless, Attorney-in-Fact dated 10/03/2025.

What vehicles hold the indirect HBAN shares for Roger J. Sit?

Indirect holdings are held via the Director Deferred Compensation Plan (22,921 shares), the Richard A. Sit Trust (152,572 shares), a trust (4,713 shares), and Sit Investment Associates (152,572 noted).

Is there an exhibit attached to the Form 4?

Yes. The filing lists Exhibit 24 — a Substitute Power of Attorney.

Does the filing admit beneficial ownership under Section 16?

No. The filing explicitly states that submission of the statement shall not be construed as an admission of beneficial ownership for Section 16 purposes.