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

Quarterly stock award credited to Huntington (NASDAQ: HBAN) director Sit

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

Rhea-AI Filing Summary

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

Huntington Bancshares director Roger J. Sit reported a compensation-related stock award rather than an open-market trade. On the reported date, he was credited with 1,880.955 shares of common stock at $0.0000 per share under the Director Deferred Compensation Plan.

This award increased his indirect balance in the deferred compensation plan to 48,169.219 shares of Huntington common stock. The filing also lists additional direct and indirect positions, including shares held directly and through various trusts and an investment entity, while noting that the statement does not constitute an admission of beneficial ownership.

Positive

  • None.

Negative

  • None.
Insider Sit Roger J
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,880.955 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 48,169.219 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 196,294.536 shares (Direct, null)
Footnotes (1)
  1. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan. 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.
Quarterly stock award 1,880.955 shares Grant under Director Deferred Compensation Plan
Award price $0.0000 per share Director Deferred Compensation Plan credit
Deferred plan balance 48,169.219 shares Indirect holdings after award in Director Deferred Compensation Plan
Direct holdings 196,294.536 shares Common stock held directly after reported date
Trust holdings 4,713 shares Common stock held indirectly by Trust
Sit Investment Associates holdings 152,572 shares Common stock held indirectly by Sit Investment Associates
Richard A. Sit Trust holdings 22,921 shares Common stock held indirectly by Richard A. Sit Trust
Director Deferred Compensation Plan financial
"Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan."
grant/award acquisition financial
"transaction_action": "grant/award acquisition""
Section 16 regulatory
"for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise"
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.
indirect ownership financial
""ownership_type": "indirect""
Common Stock financial
""security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
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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)
04/28/2026		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 Stock04/28/2026A(1)1,880.955A$0.000048,169.219IDirector Deferred Compensation Plan(2)
Common Stock196,294.536D
Common Stock22,921IBy Richard A. Sit Trust(2)
Common Stock152,572IBy Sit Investment Associates(2)
Common Stock4,713Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact04/30/2026
** 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 his Form 4 for Huntington Bancshares (HBAN)?

Roger J. Sit reported a stock award under a deferred compensation plan, not a market trade. He was credited with 1,880.955 shares of Huntington common stock as part of his quarterly director compensation, increasing his indirect plan holdings.

How many Huntington Bancshares (HBAN) shares were awarded to Roger J. Sit?

Roger J. Sit was awarded 1,880.955 shares of Huntington common stock. These shares were credited at $0.0000 per share under the Director Deferred Compensation Plan as a quarterly award for board service rather than a purchase on the open market.

What is the Director Deferred Compensation Plan mentioned in the HBAN Form 4?

The Director Deferred Compensation Plan credits Huntington directors with stock-based awards instead of immediate cash. In this filing, it reflects a quarterly share award to Roger J. Sit, adding 1,880.955 shares and raising his plan balance to 48,169.219 shares of common stock.

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

After the award, Roger J. Sit’s deferred compensation plan balance is 48,169.219 shares of Huntington common stock. The Form 4 also lists separate direct and indirect holdings through trusts and an investment entity, all reported with detailed share counts and ownership types.

Did Roger J. Sit buy or sell Huntington Bancshares (HBAN) shares on the market?

No open-market buy or sell is reported. The Form 4 shows a grant or award acquisition of 1,880.955 shares at $0.0000 per share under the Director Deferred Compensation Plan, which is a compensation entry rather than a trading decision.

Does the HBAN Form 4 admit that Roger J. Sit is the beneficial owner of all reported shares?

The filing explicitly states it should not be construed as an admission that Roger J. Sit is the beneficial owner of all reported securities. Some shares are held indirectly through trusts and an investment entity, with ownership reported for compliance purposes under Section 16.