Huntington Bancshares director awarded stock grant

Sit Roger J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sit Roger J reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares director Roger J. Sit received a grant of 1,803.273 shares of common stock on July 28, 2026, as a quarterly award under the Directors' Deferred Compensation Plan. He now reports 50,384.697 shares in that plan, 207,191.927 held directly, and additional indirect trust and entity holdings subject to a beneficial-ownership disclaimer.

Insider Trade Summary

Grant/Award: 1,803.273 shares

Grant/Award 5 txns

Insider Sit Roger J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	1,803.273	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 50,384.697 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 207,191.927 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

Stock award: 1,803.273 shares Deferred Compensation Plan holdings: 50,384.697 shares Direct holdings: 207,191.927 shares +3 more

6 metrics

Stock award 1,803.273 shares Quarterly director award on 2026-07-28

Deferred Compensation Plan holdings 50,384.697 shares Indirect holdings in Director Deferred Compensation Plan after award

Direct holdings 207,191.927 shares Common stock directly held after reported transactions

Richard A. Sit Trust holdings 22,921.0000 shares Indirect common stock held by Richard A. Sit Trust

Sit Investment Associates holdings 152,572.0000 shares Indirect common stock held by Sit Investment Associates

Other trust holdings 4,713.0000 shares Indirect common stock held by another trust

Key Terms

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

3 terms

Directors' Deferred Compensation Plan financial

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

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.

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 or otherwise, the beneficial owner of the securities."

FAQ

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

What stock award did Huntington Bancshares (HBAN) director Roger J. Sit receive?

Roger J. Sit received a quarterly award of 1,803.273 shares of Huntington Bancshares common stock on July 28, 2026, under the Directors' Deferred Compensation Plan. The award is reported as an acquisition (Form 4 code A) at a recorded price of $0.0000 per share.

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

After the reported award, Roger J. Sit reports 207,191.927 shares held directly and 50,384.697 shares held indirectly through the Director Deferred Compensation Plan. He is also associated with additional indirect positions in several trusts and Sit Investment Associates, subject to a beneficial-ownership disclaimer.

Is Roger J. Sit’s HBAN stock award a market purchase or compensation grant?

The transaction is a compensation grant, not a market purchase. It is described as quarterly share awards to directors under the Directors' Deferred Compensation Plan and is coded as a grant or other acquisition (Form 4 transaction code A) with no market purchase or sale reported.

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

Indirect positions reported include 50,384.697 shares in the Director Deferred Compensation Plan, 22,921 shares via the Richard A. Sit Trust, 152,572 via Sit Investment Associates, and 4,713 shares via another trust. A footnote states the filing is not an admission of beneficial ownership.

Does this HBAN Form 4 indicate transactions under a Rule 10b5-1 trading plan?

The filing does not indicate that the award occurred under a Rule 10b5-1 trading plan. The Rule 10b5-1 checkbox is not marked, and the footnotes describe the transaction only as quarterly share awards under the Directors' Deferred Compensation Plan, without referencing any pre-arranged trading plan.

What role does Roger J. Sit hold at Huntington Bancshares (HBAN) in this Form 4?

Roger J. Sit is reported as a director of Huntington Bancshares. He has no officer role and is not listed as a 10% owner. The reported equity positions include both direct common stock holdings and several indirect holdings through a deferred compensation plan, trusts, and Sit Investment Associates.

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

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Accepted by SEC EDGAR 07/29/2026 - 04:40 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)
07/28/2026

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	07/28/2026		A(1)		1,803.273	A	$0.0000	50,384.697	I	Director Deferred Compensation Plan
Common Stock								207,191.927	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	07/29/2026
	** 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)