Huntington director acquires 70,779 shares in merger

Huntington Bancshares Inc. director reports merger-related share acquisition and corrects prior filing.

Accepted by SEC EDGAR 02/12/2026 - 05:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Huntington Bancshares Inc. director reports merger-related share acquisition and corrects prior filing. On February 1, 2026, the director acquired 70,779 shares of Huntington common stock at a stated price of $0.0000 per share, following Huntington’s acquisition of Cadence Bank.

Each Cadence Bank share held by the director was converted into 2.475 shares of Huntington common stock. This amended Form 4 updates the director’s beneficial ownership in Column 5, increasing it by 83 shares from the previously reported 70,696 shares to the correct total of 70,779 shares, held directly.

Insider Trade Summary

Grant/Award: 70,779 shares

Grant/Award 1 txn

Insider Hepner Virginia A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	70,779	$0.00	$0.00

Holdings After Transaction: Common Stock — 70,779 shares (Direct)

Footnotes (1)

1. F1. Acquired in connection with Huntington's acquisition of Cadence Bank on February 1, 2026. Pursuant to the merger agreement, each issued and outstanding share of Cadence Bank common stock held by the reporting person was converted into the right to receive 2.475 shares of Huntington common stock. These shares were also reported as owned by the Reporting Person on the Form 3 filed on the date hereof.

FAQ

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What insider transaction did Huntington Bancshares (HBAN) disclose in this Form 4/A?

Huntington Bancshares disclosed that a director acquired 70,779 shares of common stock at a stated price of $0.0000 per share. The shares were received in connection with Huntington’s acquisition of Cadence Bank, rather than through an open-market purchase.

Why did the Huntington Bancshares (HBAN) director receive 70,779 shares?

The director received 70,779 Huntington shares because each Cadence Bank share held was converted into 2.475 Huntington shares. This conversion occurred as part of Huntington’s acquisition of Cadence Bank, giving the director Huntington stock in exchange for prior Cadence holdings.

What correction does this amended Form 4/A for Huntington Bancshares (HBAN) make?

The amendment corrects the director’s beneficial ownership reported in Column 5, increasing it by 83 shares. The original filing showed 70,696 shares, while this amendment reports the accurate total of 70,779 shares held directly after the Cadence Bank acquisition.

What was the transaction date reported for the Huntington Bancshares (HBAN) director’s share acquisition?

The transaction date reported is February 1, 2026. On that date, the director’s Cadence Bank shares were converted into Huntington Bancshares common stock under the merger agreement, resulting in ownership of 70,779 Huntington shares at a stated price of $0.0000 per share.

How were Cadence Bank shares converted into Huntington Bancshares (HBAN) shares for this director?

Under the merger agreement, each issued and outstanding share of Cadence Bank common stock held by the director was converted into the right to receive 2.475 shares of Huntington common stock. This conversion mechanic produced the reported 70,779 Huntington shares now owned by the director.

Is the Huntington Bancshares (HBAN) director’s ownership direct or indirect after this transaction?

Following this transaction, the Form 4/A shows the director’s 70,779 Huntington shares as held with direct ownership. No nature of indirect beneficial ownership is indicated for these shares, distinguishing them from holdings through entities, trusts, or family members.

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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^*

Hepner Virginia A

(Last) (First) (Middle)

HUNTINGTON CENTER

41 S. HIGH STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/01/2026		A		70,779	A	$0.0000(1)	70,779	D

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. Acquired in connection with Huntington's acquisition of Cadence Bank on February 1, 2026. Pursuant to the merger agreement, each issued and outstanding share of Cadence Bank common stock held by the reporting person was converted into the right to receive 2.475 shares of Huntington common stock. These shares were also reported as owned by the Reporting Person on the Form 3 filed on the date hereof.

Remarks:

This Form 4 is being amended to correct the 70,696 shares held that were reported in Column 5. The amount reported was underreported by 83 shares.

	Rachel L. Lawless, Attorney-in-Fact	02/12/2026
	** 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).
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