Huntington Bancshares (NASDAQ: HBAN) director gets 1,482-share award

Rhea-AI Filing Summary

Huntington Bancshares director Teresa H. Shea received 1,482.188 shares of common stock on January 26, 2026 as a quarterly award under the Directors' Deferred Compensation Plan at $0.0000 per share, reported as indirectly owned through that plan. After this award, she indirectly holds 9,855.9 shares and directly holds 21,454.294 shares of Huntington Bancshares common stock.

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

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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^*

Shea Teresa H

(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)
01/26/2026

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

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	01/26/2026		A(1)		1,482.188	A	$0.0000	9,855.9	I	Director Deferred Compensation Plan(2)
Common Stock								21,454.294	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. 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	01/28/2026
	** 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.

FAQ

What did HBAN director Teresa H. Shea report in this Form 4?

Teresa H. Shea reported receiving 1,482.188 shares of Huntington Bancshares common stock as a quarterly director award. The shares were granted at $0.0000 per share under the Directors' Deferred Compensation Plan on January 26, 2026.

How many HBAN shares did Teresa H. Shea own after the reported transaction?

After the transaction, Teresa H. Shea indirectly owned 9,855.9 shares through the Directors' Deferred Compensation Plan and directly owned 21,454.294 shares of Huntington Bancshares common stock, according to the ownership figures reported in the Form 4 filing.

What was the price of the HBAN shares granted to Teresa H. Shea?

The 1,482.188 shares of Huntington Bancshares common stock granted to Teresa H. Shea were reported at a price of $0.0000 per share, reflecting a stock-based quarterly award to a director rather than an open-market purchase or sale.

What is the source of Teresa H. Shea’s new HBAN shares?

The new shares reported for Teresa H. Shea reflect a quarterly stock award under Huntington Bancshares’ Directors' Deferred Compensation Plan. The filing notes these are director compensation shares, not shares acquired in a cash transaction on the open market.

How are Teresa H. Shea’s indirect HBAN holdings structured?

Teresa H. Shea’s indirect holdings are reported as 9,855.9 shares of Huntington Bancshares common stock held through the Director Deferred Compensation Plan. The Form 4 identifies this plan as the nature of her indirect beneficial ownership for the newly awarded shares.

Does the Form 4 admit Teresa H. Shea as the beneficial owner of all reported HBAN shares?

The filing includes a statement that it should not be construed as an admission that Teresa H. Shea is the beneficial owner of the securities for purposes of Section 16 or otherwise, providing a standard ownership-disclaimer footnote common in such reports.