Huntington director Roger J. Sit receives share awards

The statement separately lists indirect positions held through a named trust, Sit Investment Associates and another trust.

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Roger J. Sit reported awards of 1,873 common shares directly and 523 shares through the Director Deferred Compensation Plan on October 1, 2026. Reported positions following the awards were 209,065 direct shares and 50,908 shares through the plan. A footnote says the statement is not an admission that the undersigned is the beneficial owner of the securities.

Insider Trade Summary

Grant/Award: 2,395.974 shares

Grant/Award 5 txns

Insider Sit Roger J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,872.957	$0.00	$0.00
Grant/Award	Common Stock F1	523.017	$0.00	$0.00
holding	Common Stock F1	--	--	--
holding	Common Stock F1	--	--	--
holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 209,064.884 shares (Direct); Common Stock — 50,907.714 shares (Indirect, Director Deferred Compensation Plan); 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 (1)

1. F1. 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

Direct common-share award: 1,873 shares Director Deferred Compensation Plan award: 523 shares Direct shares following award: 209,065 shares +4 more

7 metrics

Direct common-share award 1,873 shares Reported October 1, 2026

Director Deferred Compensation Plan award 523 shares Reported October 1, 2026

Direct shares following award 209,065 shares Reported October 1, 2026

Plan shares following award 50,908 shares Reported October 1, 2026

Richard A. Sit Trust indirect holding 22,921 shares Reported October 1, 2026

Sit Investment Associates indirect holding 152,572 shares Reported October 1, 2026

Trust indirect holding 4,713 shares Reported October 1, 2026

Key Terms

Director Deferred Compensation Plan, beneficial owner, Section 16

3 terms

Director Deferred Compensation Plan financial

"through the Director Deferred Compensation Plan"

beneficial owner regulatory

"admission that the undersigned is ... the beneficial owner"

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.

Section 16 regulatory

"for the purpose of Section 16"

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.

FAQ

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

How many HBAN shares did director Roger J. Sit receive?

Roger J. Sit was reported as receiving awards of 1,873 common shares directly and 523 shares through the Director Deferred Compensation Plan on October 1, 2026.

Which indirect HBAN share positions are listed?

The listed indirect positions were 22,921 shares by Richard A. Sit Trust, 152,572 by Sit Investment Associates, and 4,713 by a trust, all dated October 1, 2026. A footnote says the statement is not an admission that the undersigned is the beneficial owner of the securities.

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

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Available on EDGAR 10/05/2026 - 05:05 PM Accepted by SEC EDGAR 10/05/2026 - 05:05 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)
10/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2026		A		1,872.957	A	$0.0000	209,064.884	D
Common Stock	10/01/2026		A		523.017	A	$0.0000	50,907.714	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.

	Rachel L. Lawless, Attorney-in-Fact	10/05/2026
	** 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)