HBAN Form 4: Senior EVP Reports 452,894.989 Shares Directly Owned

Rhea-AI Filing Summary

Scott D. Kleinman, identified as Senior Exec. V.P. and an officer of HUNTINGTON BANCSHARES INC (HBAN), reported insider transactions on 10/01/2025 via Form 4. The filing shows two non-derivative common stock entries: an acquisition of 2,061.875 shares at a reported price of $0.0000, leaving 452,894.989 shares beneficially owned following the transaction as a direct holding. A separate acquisition of 3.177 shares at $0.0000 is reported as an indirect holding of 355.88 shares attributable to the issuer's Supplemental Stock Purchase and Tax Savings Plan.

The filing includes an exhibit reference to a substitute power of attorney and is signed by Rachel L. Lawless, Attorney-in-Fact on 10/03/2025. The reporting person disclaims that the filing does not itself constitute admission of beneficial ownership under Section 16.

Positive

• Officer acquisition of 2,061.875 shares reported on 10/01/2025
• Total direct beneficial ownership of 452,894.989 shares disclosed

Negative

• None.

Insights

Insider Transactions Analyst

TL;DR: Officer reported acquisition of 2,061.875 shares; total direct holdings now 452,894.989 shares.

The Form 4 discloses two non-derivative acquisitions on 10/01/2025, both reported with a $0.0000 price, indicating shares received under a plan or award rather than a cash purchase. The filing also shows an indirect attribution of 355.88 shares tied to the issuer's Supplemental Stock Purchase and Tax Savings Plan.

This is a routine officer filing documenting internal plan-based share allocations and the post-transaction beneficial ownership level; it provides transparent record of executive holdings without additional contractual or market-impact detail.

Corporate Governance Expert

TL;DR: Reporting and signature details confirm procedural compliance with Section 16 reporting.

The submission includes an exhibit index referencing a substitute power of attorney and is signed by an attorney-in-fact, Rachel L. Lawless, on 10/03/2025, which aligns with common practice for delegated filings. The reporting person’s disclaimer that the filing is not an admission of beneficial ownership is standard language and is present.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kleinman Scott D

Role Senior Exec. V.P.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,061.875	$0.00	--
Grant/Award	Common Stock	3.177	$0.00	--

Holdings After Transaction: Common Stock — 452,894.989 shares (Direct); Common Stock — 355.88 shares (Indirect, By Issuer's Supplemental Stock Purchase and Tax Savings Plan)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

Kleinman Scott D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Exec. V.P.

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		2,061.875	A	$0.0000	452,894.989	D
Common Stock	10/01/2025		A		3.177	A	$0.0000	355.88	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(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.

Remarks:

EXHIBIT INDEX Exhibit 24 - Substitute Power of Attorney

	Rachel L. Lawless, Attorney-in-Fact	10/03/2025
	** 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 insider Scott D. Kleinman report on Form 4?

He reported acquisitions on 10/01/2025 of 2,061.875 common shares (direct) and 3.177 common shares (indirect).

How many HBAN shares does Scott D. Kleinman beneficially own after the reported transactions?

The Form 4 shows 452,894.989 shares beneficially owned as a direct holding and 355.88 shares attributed indirectly.

At what price were the shares reported acquired on the Form 4?

Both reported acquisitions list a price of $0.0000 in the filing.

What is the nature of the indirect ownership reported?

The filing attributes the indirect ownership to the issuer's Supplemental Stock Purchase and Tax Savings Plan.

Who signed the Form 4 filing for the reporting person?

The Form 4 is signed by attorney-in-fact Rachel L. Lawless on 10/03/2025.