[Form 4] HUNTINGTON BANCSHARES INC /MD/ Insider Trading Activity

Rhea-AI Filing Summary

Kleinman Scott D reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares senior executive Scott D. Kleinman received stock awards of 2,085.568 shares of common stock directly and 3.487 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan at no cost. After these awards, he holds 483,761.185 shares directly and 362.563 shares indirectly. The filing notes this should not be construed as an admission of beneficial ownership under Section 16.

Insights

Insider compensation analyst

HBAN executive received routine stock awards, modest versus existing holdings.

Senior executive Scott D. Kleinman was credited with stock awards totaling just over 2,000 Huntington Bancshares common shares directly, plus a small indirect allocation through the company’s Supplemental Stock Purchase and Tax Savings Plan. The awards were recorded at a price of $0.0000 per share, consistent with compensation-related grants rather than market purchases.

Following these transactions, his reported direct holdings rose to 483,761.185 shares and indirect plan holdings to 362.563 shares. A footnote clarifies the filing is not an admission of beneficial ownership under Section 16, which is a standard legal disclaimer. Given the small size relative to his total position and the compensation-driven nature, this appears to be a routine, low-signal insider event.

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	2,085.568	$0.00	--
Grant/Award	Common Stock	3.487	$0.00	--

Holdings After Transaction: Common Stock — 483,761.185 shares (Direct); Common Stock — 362.563 shares (Indirect, By Issuer's Supplemental Stock Purchase and Tax Savings Plan)

Footnotes (1)

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Key Figures

Direct stock award: 2,085.568 shares Indirect stock award: 3.487 shares Direct holdings after award: 483,761.185 shares +2 more

5 metrics

Direct stock award 2,085.568 shares Common Stock granted on 2026-04-01

Indirect stock award 3.487 shares Plan-related Common Stock on 2026-04-01

Direct holdings after award 483,761.185 shares Common Stock directly owned after transactions

Indirect holdings after award 362.563 shares Common Stock via Supplemental Stock Purchase and Tax Savings Plan

Award price per share $0.0000 per share Recorded for both Common Stock awards

Key Terms

Supplemental Stock Purchase and Tax Savings Plan, beneficial owner, Section 16

3 terms

Supplemental Stock Purchase and Tax Savings Plan financial

"By Issuer's Supplemental Stock Purchase and Tax Savings Plan"

beneficial owner regulatory

"shall 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 regulatory

"for the purpose of Section 16 of the Securities and Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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).

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^*

Kleinman Scott D

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		A		2,085.568	A	$0.0000	483,761.185	D
Common Stock	04/01/2026		A		3.487	A	$0.0000	362.563	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.

	Rachel L. Lawless, Attorney-in-Fact	04/03/2026
	** 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)

FAQ

What did HBAN executive Scott D. Kleinman report in this Form 4 filing?

Scott D. Kleinman reported receiving stock awards of Huntington Bancshares common shares. He acquired 2,085.568 shares directly and 3.487 shares indirectly via a company plan, both at no cost, reflecting compensation-related awards rather than open-market purchases.

How many HBAN shares does Scott D. Kleinman hold after these awards?

After the awards, Kleinman holds 483,761.185 Huntington Bancshares shares directly and 362.563 shares indirectly. These figures show his total reported position following the Form 4 transactions on the same date as the stock grants were recorded.

Were the HBAN shares in this Form 4 bought or granted to the executive?

The HBAN shares were granted as awards, not purchased on the open market. Both transactions use code "A" for grant or other acquisition, and show a per-share price of $0.0000, indicating compensation-related issuance instead of a cash purchase.

What indirect HBAN ownership does the Form 4 disclose for Kleinman?

The Form 4 shows 3.487 Huntington Bancshares shares acquired indirectly through the Issuer's Supplemental Stock Purchase and Tax Savings Plan. Following the transaction, his indirect holdings under this plan total 362.563 shares, separate from his directly held common stock.

Does Scott D. Kleinman admit beneficial ownership of all reported HBAN shares?

The filing includes a disclaimer that it should not be construed as an admission of beneficial ownership. This language is common in Section 16 filings and means Kleinman is not conceding he is the beneficial owner of all reported securities for legal purposes.