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

Rhea-AI Filing Summary

Huntington Bancshares (HBAN) director Teresa H. Shea reported acquisitions on a Form 4 dated 10/01/2025. The filing shows an acquisition of 182.758 shares of Common Stock directly and 50.96 shares indirectly under the Director Deferred Compensation Plan, for a combined 233.718 shares. The reported price for both entries is $0.0000, and the holdings after the transactions are 21,274.515 shares held directly and 5,704.219 shares held indirectly. The filer is identified as a Director, and the Form was filed by one reporting person.

Positive

• Director acquired 182.758 direct shares on 10/01/2025
• Additional 50.96 shares acquired indirectly under the Director Deferred Compensation Plan
• Post-transaction direct holdings of 21,274.515 shares and indirect holdings of 5,704.219

Negative

• None.

Insights

Insider Transactions Analyst

Director recorded modest stock acquisitions totaling 233.718 shares on 10/01/2025.

The Form 4 discloses a direct purchase of 182.758 shares and an indirect acquisition of 50.96 shares via the Director Deferred Compensation Plan. Both entries list a reported price of $0.0000, consistent with stock awards or plan exchanges rather than open-market cash purchases.

This increases the director's direct stake to 21,274.515 shares and indirect stake to 5,704.219, which are the figures investors can use to track insider ownership changes.

Corporate Governance Expert

Reporting person is a company director; Form 4 shows routine compensation-related equity activity.

The relationship checkbox marks the reporter as a Director, and the filing includes an Exhibit 24 substitute power of attorney signature by Rachel L. Lawless dated 10/03/2025. The filing notes the standard legal disclaimer that the filing is not an admission of beneficial ownership for Section 16 purposes.

This filing appears procedural and consistent with director equity plan mechanics rather than a significant change in control or disposition.

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^*

Shea Teresa H

(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		182.758	A	$0.0000	21,274.515	D
Common Stock	10/01/2025		A		50.96	A	$0.0000	5,704.219	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 transactions did HBAN director Teresa H. Shea report on 10/01/2025?

The Form 4 reports a direct acquisition of 182.758 shares and an indirect acquisition of 50.96 shares on 10/01/2025.

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

After the transactions the filer holds 21,274.515 shares directly and 5,704.219 shares indirectly.

What was the reported purchase price for the shares on the Form 4?

Both reported transactions list a price of $0.0000 on the Form 4.

What is the relationship of the reporting person to HBAN?

The filing indicates the reporting person, Teresa H. Shea, is a Director of Huntington Bancshares Inc.

Was the Form 4 filed by one reporting person or multiple?

The Form 4 was filed by one reporting person.