Huntington director granted additional stock awards

Huntington Bancshares director Kenneth J. Phelan reported stock awards rather than market trades.

Rhea-AI Filing Summary

Huntington Bancshares director Kenneth J. Phelan reported stock awards rather than market trades. On the reported date, he acquired 913.526 shares of common stock directly and 527.295 shares through a Director Deferred Compensation Plan, both at a price of $0.00 per share as compensation.

After these awards, his direct holdings rose to 107,649.142 shares of common stock, and his indirect holdings through the deferred compensation plan totaled 62,145.621 shares. A separate indirect position of 40,000 shares is held by a trust, and the filing includes a disclaimer that the reporting person is not necessarily the beneficial owner of all such securities.

Insider Trade Summary

Grant/Award: 1,440.821 shares

Grant/Award 3 txns

Insider Phelan Kenneth J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	913.526	$0.00	$0.00
Grant/Award	Common Stock	527.295	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 107,649.142 shares (Direct); Common Stock — 62,145.621 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 40,000 shares (Indirect, by Trust)

Footnotes (1)

1. F1. 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

Direct stock award: 913.526 shares Deferred plan award: 527.295 shares Direct holdings after award: 107,649.142 shares +3 more

6 metrics

Direct stock award 913.526 shares Common Stock grant at $0.00 per share

Deferred plan award 527.295 shares Director Deferred Compensation Plan grant at $0.00 per share

Direct holdings after award 107,649.142 shares Common Stock held directly following transactions

Deferred plan holdings 62,145.621 shares Common Stock held through Director Deferred Compensation Plan

Trust holdings 40,000 shares Common Stock held indirectly by trust

Award price $0.00 per share Price for reported stock awards

Key Terms

Common Stock, Director Deferred Compensation Plan, beneficial owner, Section 16 of the Securities and Exchange Act of 1934

4 terms

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.

Director Deferred Compensation Plan financial

"nature_of_ownership": "Director Deferred Compensation Plan""

beneficial owner regulatory

"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"

FAQ

What did HBAN director Kenneth J. Phelan report in this Form 4 filing?

Kenneth J. Phelan reported the receipt of stock awards, not open-market trades. He acquired 913.526 Huntington Bancshares common shares directly and 527.295 shares through a Director Deferred Compensation Plan, both at $0.00 per share as part of his director compensation.

How many HBAN shares does Kenneth J. Phelan hold directly after these awards?

After the reported awards, Kenneth J. Phelan holds 107,649.142 Huntington Bancshares common shares directly. This figure reflects his direct ownership as of the transaction date and shows his ongoing equity stake separate from indirect or deferred compensation plan holdings.

What indirect HBAN holdings does Kenneth J. Phelan have through plans and trusts?

Following these transactions, Phelan has 62,145.621 Huntington Bancshares shares held indirectly through a Director Deferred Compensation Plan and 40,000 shares held indirectly by a trust. The filing notes these positions separately from his directly owned common shares.

Were there any HBAN share purchases or sales on the open market in this Form 4?

No open-market purchases or sales were reported. The Form 4 shows grant or award acquisitions of Huntington Bancshares common stock at $0.00 per share as compensation, rather than discretionary buying or selling transactions in the market by the reporting person.

Does Kenneth J. Phelan claim beneficial ownership of all reported HBAN shares?

The filing includes a disclaimer stating it should not be construed as an admission that Phelan is the beneficial owner of all reported securities. This particularly affects shares held indirectly, such as those in trusts or the Director Deferred Compensation Plan.

What does the Director Deferred Compensation Plan mean for HBAN share ownership?

The Director Deferred Compensation Plan holds Huntington Bancshares common shares indirectly for the director. In this filing, Phelan received 527.295 shares into this plan, bringing that indirect plan-related holding to 62,145.621 shares, separate from his directly owned shares.

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Accepted by SEC EDGAR 07/06/2026 - 03:02 PM 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^*

Phelan Kenneth 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)
07/01/2026

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	07/01/2026		A		913.526	A	$0.0000	107,649.142	D
Common Stock	07/01/2026		A		527.295	A	$0.0000	62,145.621	I	Director Deferred Compensation Plan(1)
Common Stock								40,000	I	by Trust(1)

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. 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	07/06/2026
	** 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)