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

Rhea-AI Filing Summary

Stephen D. Steinour, who is listed as President, CEO & Chairman and a Director of Huntington Bancshares Inc. (HBAN), filed a Form 4 disclosing non-derivative stock transactions dated 10/01/2025. The filing reports two acquisitions of common stock on that date: 6,326.503 shares and 491.145 shares, each recorded with a price of $0.0000. Following the reported transactions the document lists a total direct beneficial holding of 1,872,763.404 shares and various indirect holdings allocated to plans and trusts, including 3,441,119.559, 2,898,505, 496,500, 90,363.268, and other smaller allocations as shown in the filing. The Form 4 includes an exhibit index reference to a substitute power of attorney and is signed by an attorney-in-fact on 10/03/2025.

Positive

• Two acquisitions disclosed on 10/01/2025 (6,326.503 and 491.145 shares) showing reported insider purchases
• Large direct beneficial ownership reported at 1,872,763.404 shares, indicating significant insider stake
• Detailed disclosure of indirect holdings through plans and trusts (e.g., 3,441,119.559 and 2,898,505) enhancing transparency

Negative

• None.

Insights

Corporate Governance Expert

Insider acquisition increases reported direct stake; multiple indirect holdings disclosed.

The Form 4 shows two acquisitions on 10/01/2025 totaling the reported lines of 6,326.503 and 491.145 shares, recorded at $0.00 price entries. The filing also itemizes a large direct holding of 1,872,763.404 shares and several substantial indirect positions held through plans and trusts, which together demonstrate concentrated insider ownership across vehicles.

This filing is a routine Section 16 disclosure of insider activity and documents ownership allocations rather than sales or option exercises; it confirms reporting compliance and ownership structure without revealing transaction consideration beyond the reported zero price entries.

Executive Compensation Specialist

Reported acquisitions appear linked to plan allocations and deferred compensation.

The filing explicitly attributes several indirect holdings to an Issuer's Investment and Tax Savings Plan (401(k)), an Executive Deferred Compensation Plan, a Supplemental Stock Purchase and Tax Savings Plan, family trusts, and GRATS, with specific amounts such as 3,441,119.559 and 2,898,505 shares noted. These labels indicate the shares are held through compensation and estate-planning vehicles rather than direct open-market purchases.

That context matters for understanding the form of insider ownership and the potential liquidity or transfer constraints on those shares.

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
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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^*

STEINOUR STEPHEN D

(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
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

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		6,326.503	A	$0.0000	1,872,763.404	D
Common Stock	10/01/2025		A		491.145	A	$0.0000	54,968.66	I	By Issuer's Investment and Tax Savings Plan (401(k) Plan)(1)
Common Stock								3,441,119.559	I	By Executive Deferred Compensation Plan(1)
Common Stock								2,898,505	I	By Family Trusts(1)
Common Stock								496,500	I	by GRATS(1)
Common Stock								90,363.268	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(1)
Common Stock								1,924.43	I	By Spouse(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 Stephen D. Steinour report on Form 4 for HBAN?

The Form 4 reports two non-derivative acquisitions on 10/01/2025: 6,326.503 shares and 491.145 shares, each shown with a price of $0.0000.

What positions does the Form 4 show Stephen D. Steinour holds at HBAN?

The filing lists Mr. Steinour as President, CEO & Chairman and a Director of Huntington Bancshares Inc. (HBAN).

How many shares does the filing list as directly beneficially owned after the transactions?

The Form 4 lists a direct beneficial ownership amount of 1,872,763.404 shares following the reported transactions.

Are there indirect holdings reported and where are they held?

Yes. Indirect holdings are reported in multiple vehicles, including an Issuer's 401(k) Plan, an Executive Deferred Compensation Plan, family trusts, GRATS, and a Supplemental Stock Purchase and Tax Savings Plan, with amounts such as 3,441,119.559 and 2,898,505 shares.

Who signed the Form 4 and when was it signed?

The signature block shows Rachel L. Lawless, Attorney-in-Fact, with a signature date of 10/03/2025.