Huntington Bancshares (HBAN) director reports 40,000-share stock shift

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Kenneth J. Phelan reported an internal reallocation of 40,000 shares of common stock on January 13, 2026. The filing shows 40,000 shares moved from his directly held position at a reported price of $0.0000 per share, leaving 95,282.593 shares held directly. On the same date, 40,000 shares are reported as indirectly owned "by Trust," reflecting the same share amount now held through that trust. He also reports 57,625.168 shares indirectly held through a Director Deferred Compensation Plan. The filing includes a statement that it should not be construed as an admission that he is the beneficial owner of the reported securities.

Insider Trade Summary

Net Seller: 80,000 shares

Net Sell 3 txns

Insider Phelan Kenneth J

Role Director

Type	Security	Shares	Price	Value
Gift	Common Stock	40,000	$0.00	$0.00
Gift	Common Stock	40,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 95,282.593 shares (Direct); Common Stock — 40,000 shares (Indirect, by Trust); Common Stock — 57,625.168 shares (Indirect, Director Deferred Compensation Plan)

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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/15/2026 - 06:57 PM Learn about SEC filing dates

FAQ

What insider transaction did HBAN director Kenneth J. Phelan report?

He reported an internal movement of 40,000 shares of Huntington Bancshares common stock on January 13, 2026, with a matching decrease in direct holdings and increase in indirect trust holdings.

How many Huntington Bancshares (HBAN) shares does Kenneth J. Phelan hold directly after the transaction?

After the reported transaction, he shows 95,282.593 shares of Huntington Bancshares common stock held in a direct ownership form.

How many HBAN shares are held indirectly by a trust for Kenneth J. Phelan?

The Form 4 reports 40,000 shares of Huntington Bancshares common stock as indirectly owned "by Trust" following the January 13, 2026 transaction.

What other indirect holdings does Kenneth J. Phelan report in HBAN stock?

He reports an additional 57,625.168 shares of Huntington Bancshares common stock indirectly through a Director Deferred Compensation Plan.

At what price per share was the reported 40,000-share HBAN transaction recorded?

The 40,000-share movement in Huntington Bancshares common stock was recorded at a reported price of $0.0000 per share.

Does the filing state anything about Kenneth J. Phelan’s beneficial ownership of HBAN shares?

Yes. The filing states that it shall not be construed as an admission that the undersigned is the beneficial owner of the securities for purposes of Section 16 or otherwise.

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 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)
01/13/2026

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	01/13/2026		G		40,000	D	$0.0000	95,282.593	D
Common Stock	01/13/2026		G		40,000	A	$0.0000	40,000	I	by Trust(1)
Common Stock								57,625.168	I	Director Deferred Compensation 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.

	Rachel L. Lawless, Attorney-in-Fact	01/15/2026
	** 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.