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

Rhea-AI Filing Summary

Ann B. Crane, a director of Huntington Bancshares Inc. (HBAN), reported purchases on 10/01/2025 under a director deferred compensation plan and directly. She acquired 1,268.493 shares directly and 847.672 shares indirectly at a reported price of $0.0000 (plan conversion). Following these transactions she beneficially owns 220,838.326 shares directly and 94,883.966 shares indirectly. The filing includes an exhibit: Exhibit 24 (Substitute Power of Attorney) and is signed by an attorney-in-fact on 10/03/2025. The filer clarifies the statement is not an admission of beneficial ownership for purposes of Section 16.

Positive

• Director increased direct holdings by 1,268.493 shares
• Director increased indirect holdings by 847.672 shares
• Beneficial ownership totals disclosed: 220,838.326 direct and 94,883.966 indirect shares

Negative

• None.

Insights

Corporate Governance Expert

Director received shares via deferred compensation and holds sizable direct and indirect positions.

The Form 4 shows a director-level acquisition on 10/01/2025 with 1,268.493 shares acquired directly and 847.672 shares acquired indirectly under a director deferred compensation plan. This filing documents the director's increased economic stake and updates beneficial ownership totals to 220,838.326 direct and 94,883.966 indirect shares.

This is routine Section 16 reporting of compensation-related share conversion rather than an open-market purchase; it affects disclosure of insider holdings but does not by itself indicate a change in company control.

Equity Compensation Specialist

Shares were issued via a director deferred compensation mechanism at a reported price of $0.0000.

The transactions are coded as acquisitions with a transaction price of $0.0000, indicating conversion from deferred compensation rather than cash purchase. The report includes both direct (D) and indirect (I) ownership forms, reflecting personal ownership and plan-based holdings.

Exhibit disclosure includes a substitute power of attorney, and the form is executed by an attorney-in-fact on 10/03/2025.

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^*

CRANE ANN B

(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		1,268.493	A	$0.0000	220,838.326	D
Common Stock	10/01/2025		A		847.672	A	$0.0000	94,883.966	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 Ann B. Crane report on the HBAN Form 4?

She reported acquisitions on 10/01/2025 of 1,268.493 shares directly and 847.672 shares indirectly under a director deferred compensation plan.

How many HBAN shares does Ann B. Crane beneficially own after the transactions?

Following the reported transactions she beneficially owns 220,838.326 shares directly and 94,883.966 shares indirectly.

What price was reported for the share acquisitions?

The transactions list a reported price of $0.0000, indicating conversion from a deferred compensation mechanism rather than a cash purchase.

When was the Form 4 signed and who signed it?

The filing is signed by an attorney-in-fact, Rachel L. Lawless, on 10/03/2025.

Does the filing include any exhibits?

Yes, the filing includes Exhibit 24, a Substitute Power of Attorney.