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

Rhea-AI Filing Summary

John C. Inglis, a director of Huntington Bancshares Inc. (HBAN), reported two non-derivative acquisitions on 10/01/2025. The Form 4 shows he received 840.657 shares and 91.675 shares at a reported price of $0.0000. After these transactions his reported beneficial ownership is 83,325.2577 shares directly and 10,261.622 shares indirectly through a Director Deferred Compensation Plan. The filing includes an Exhibit 24 substitute Power of Attorney and is signed by Rachel L. Lawless as Attorney-in-Fact.

Positive

• Director acquired additional shares (840.657 and 91.675) on 10/01/2025
• Reported direct ownership of 83,325.2577 shares clarifies insider stake
• Included Exhibit 24 (Substitute Power of Attorney) and timely signature on 10/03/2025

Negative

• None.

Insights

Corporate Governance Analyst

Director received company shares at no cash price on 10/01/2025.

The Form 4 reports two non-derivative acquisitions of 840.657 and 91.675 shares at a $0.0000 price, which typically reflects issuance under director compensation or deferred compensation conversion rather than open-market purchases.

This increased the reporting person's direct holdings to 83,325.2577 shares and indirect holdings to 10,261.622 shares via the Director Deferred Compensation Plan, clarifying current insider ownership stakes disclosed to investors.

Securities Compliance Specialist

Filing documents the required Section 16 disclosure and uses a Power of Attorney signature.

The Form 4 was filed to report changes dated 10/01/2025 and is signed by an Attorney-in-Fact on 10/03/2025. The filing includes Exhibit 24 (Substitute Power of Attorney), indicating standard delegated signature practices for timely reporting.

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^*

Inglis John C

(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		840.657	A	$0.0000	83,325.2577	D
Common Stock	10/01/2025		A		91.675	A	$0.0000	10,261.622	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 John C. Inglis report on 10/01/2025?

He reported two non-derivative acquisitions of 840.657 and 91.675 shares of HBAN on 10/01/2025.

At what price were the HBAN shares acquired in the Form 4?

The Form 4 lists the price for the reported share acquisitions as $0.0000.

How many HBAN shares does the reporting person beneficially own after the transactions?

Following the reported transactions, beneficial ownership is 83,325.2577 shares direct and 10,261.622 shares indirect.

Was the Form 4 signed by the reporting person?

The Form 4 was signed by Rachel L. Lawless, Attorney-in-Fact on 10/03/2025, per the filing.

Does the filing include any exhibits or powers of attorney?

Yes, the filing lists Exhibit 24 (Substitute Power of Attorney).