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Huntington Bancshares (HBAN) director awarded 9,320 stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Huntington Bancshares director Roger J. Sit received a compensatory equity award rather than making a market trade. On May 1, 2026, he was granted 9,320 shares of Common Stock at $0.00 per share, reported as a grant or award acquisition.

Footnotes explain this is an award of deferred stock units, with the underlying shares deliverable to him six months after he separates from service as a director. Following the grant, he directly holds 205,614.536 shares of Common Stock and also reports indirect holdings through a Director Deferred Compensation Plan, trusts, and Sit Investment Associates.

Positive

  • None.

Negative

  • None.
Insider Sit Roger J
Role null
Type Security Shares Price Value
Grant/Award Common Stock 9,320 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 205,614.536 shares (Direct, null); Common Stock — 22,921 shares (Indirect, By Richard A. Sit Trust)
Footnotes (1)
  1. An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation from service as a director. 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.
Equity award 9,320 shares Grant of Common Stock at $0.00 per share on May 1, 2026
Award price $0.00 per share Price for 9,320-share grant classified as grant/award acquisition
Direct holdings after grant 205,614.536 shares Common Stock directly held following the reported award
Director Deferred Compensation Plan 48,169.219 shares Indirect Common Stock holdings via Director Deferred Compensation Plan
Trust indirect holdings 4,713.000 shares Common Stock held indirectly by trust
Sit Investment Associates holdings 152,572.000 shares Common Stock held indirectly by Sit Investment Associates
Richard A. Sit Trust holdings 22,921.000 shares Common Stock held indirectly by Richard A. Sit Trust
deferred stock units financial
"An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Director Deferred Compensation Plan financial
"nature_of_ownership: Director Deferred Compensation Plan"
beneficial owner financial
"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.
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
indirect ownership financial
"ownership_type: indirect"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A9,320(1)A$0.0000205,614.536D
Common Stock22,921IBy Richard A. Sit Trust(2)
Common Stock152,572IBy Sit Investment Associates(2)
Common Stock4,713Iby Trust(2)
Common Stock48,169.219IDirector Deferred Compensation Plan(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation from service as a director.
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-Fact05/05/2026
** Signature of Reporting PersonDate
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 did Roger J. Sit report in this Huntington Bancshares (HBAN) Form 4 filing?

Roger J. Sit reported receiving an award of 9,320 shares of Huntington Bancshares Common Stock at $0.00 per share. The filing classifies this as a grant, award, or other acquisition rather than an open-market purchase or sale.

Is the 9,320-share Form 4 transaction for HBAN a market buy or sell?

The 9,320-share transaction is a grant of deferred stock units, not a market buy or sell. It is compensation classified as an acquisition with a $0.00 price per share, meaning no cash was paid for the shares in this transaction.

When will Roger J. Sit receive the Huntington Bancshares shares from this award?

According to the footnote, the underlying shares from this deferred stock unit award are deliverable to Roger J. Sit six months following his separation from service as a director. Until then, they remain as deferred units rather than immediately deliverable shares.

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

After the reported award, Roger J. Sit directly holds 205,614.536 shares of Huntington Bancshares Common Stock. The Form 4 also lists several categories of indirect ownership through a Director Deferred Compensation Plan, trusts, and Sit Investment Associates.

What indirect holdings are reported for Roger J. Sit in Huntington Bancshares stock?

The filing shows indirect ownership of Huntington Bancshares Common Stock through a Director Deferred Compensation Plan, a trust, Sit Investment Associates, and the Richard A. Sit Trust. The reporting person includes a standard disclaimer about beneficial ownership of these securities.

Does this Huntington Bancshares Form 4 include any insider sales of HBAN stock?

No insider sales are reported. The summarized data show no sell transactions and one acquisition related to a grant or award. Other entries are labeled as holding records that update reported indirect positions rather than new buy or sell trades.