Huntington Bancshares director gets 1,978 shares

The report lists the deferred-compensation award separately from direct holdings and holdings through trusts and Sit Investment Associates.

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Roger J. Sit received a quarterly award of 1,978 common shares on October 26, 2026, under the Directors' Deferred Compensation Plan. The award was reported as indirect ownership, with 52,886 shares listed in that plan following the award. Separately reported holdings include 209,065 shares directly, 22,921 by the Richard A. Sit Trust, 152,572 by Sit Investment Associates, and 4,713 by a trust. The statement says it is not an admission that Sit is a beneficial owner of the securities.

Insider Trade Summary

Grant/Award: 1,978.174 shares

Grant/Award 5 txns

Insider Sit Roger J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	1,978.174	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 52,885.888 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 209,064.884 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 share award: 1,978 shares Shares listed in Directors' Deferred Compensation Plan: 52,886 shares Direct common stock holding: 209,065 shares +3 more

6 metrics

Quarterly share award 1,978 shares October 26, 2026

Shares listed in Directors' Deferred Compensation Plan 52,886 shares Reported following the award

Direct common stock holding 209,065 shares Separately listed holding

Richard A. Sit Trust holding 22,921 shares Separately listed indirect holding

Sit Investment Associates holding 152,572 shares Separately listed indirect holding

Trust holding 4,713 shares Separately listed indirect holding

Key Terms

Directors' Deferred Compensation Plan, Section 16, beneficial owner

3 terms

Directors' Deferred Compensation Plan financial

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

Section 16 regulatory

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

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.

beneficial owner regulatory

"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.

FAQ

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

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

Roger J. Sit received a quarterly award of 1,978 common shares on October 26, 2026, under the Directors' Deferred Compensation Plan. The award was reported as indirect ownership, with 52,886 shares listed in that plan following the award.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/28/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:02 PM EDT 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)
10/26/2026

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	10/26/2026		A(1)		1,978.174	A	$0.0000	52,885.888	I	Director Deferred Compensation Plan(2)
Common Stock								209,064.884	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	10/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)