HBAN Form 4: Director Adds to Holdings via Deferred Compensation

Rhea-AI Filing Summary

Jeffrey L. Tate, a director of Huntington Bancshares Inc. (HBAN), reported acquisitions on 10/01/2025 under a director deferred compensation arrangement. The filing shows 461.241 shares of common stock acquired at a stated price of $0.0000, increasing his direct holdings to 112,657.268 shares. An additional 45.238 shares were recorded as indirect holdings, bringing that total to 5,063.708 shares. The Form 4 includes an Exhibit 24 power of attorney and was signed by an attorney-in-fact on 10/03/2025.

Positive

• Director increased direct holdings to 112,657.268 shares, indicating continued ownership stake
• Transactions occurred under a deferred compensation plan, suggesting structured, non-market issuance rather than potential opportunistic trading

Negative

• None.

Insights

Corporate Governance Expert

Director reported small-share acquisitions via deferred compensation plan on 10/01/2025.

The filing discloses 461.241 shares acquired with a reported price of $0.0000, consistent with stock issued under a plan rather than an open-market purchase.

This increases the reporting person’s direct beneficial ownership to 112,657.268 shares, a disclosure relevant to insider ownership tracking and potential alignment with shareholder interests.

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).

1. Name and Address of Reporting Person^*

Tate Jeffrey L.

(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)
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		461.241	A	$0.0000	112,657.268	D
Common Stock	10/01/2025		A		45.238	A	$0.0000	5,063.708	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.

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 director Jeffrey L. Tate report on Form 4?

He reported acquiring 461.241 shares of common stock on 10/01/2025, with direct holdings rising to 112,657.268 shares.

Was the reported acquisition an open-market purchase for HBAN (ticker: HBAN)?

No. The filing lists the price as $0.0000 and indicates the shares relate to a Director Deferred Compensation Plan.

What indirect holdings did the Form 4 disclose for HBAN?

The filing shows an indirect acquisition of 45.238 shares on 10/01/2025, with total indirect beneficial ownership of 5,063.708 shares.

Who signed the Form 4 filing for Jeffrey L. Tate?

The signature on the filing was by attorney-in-fact Rachel L. Lawless on 10/03/2025 and an Exhibit 24 power of attorney is included.

Does the Form 4 show any derivative transactions for HBAN?

No derivative securities are reported in Table II of this Form 4; only common stock transactions are disclosed.