Huntington Bancshares (HBAN) director granted 7,910 shares via Cadence Bank merger

Rhea-AI Filing Summary

Huntington Bancshares director Alice L. Rodriguez reported receiving 7,910 shares of Huntington common stock on February 1, 2026. The shares were acquired at $0.0000 per share in connection with Huntington's acquisition of Cadence Bank.

Under the merger agreement, each share of Cadence Bank common stock held by Rodriguez was converted into the right to receive 2.475 shares of Huntington common stock. Following this conversion, she directly beneficially owns 7,910 Huntington 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
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rodriguez Alice 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)
02/01/2026

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	02/01/2026		A		7,910	A	$0.0000(1)	7,910	D

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. Acquired in connection with Huntington's acquisition of Cadence Bank on February 1, 2026. Pursuant to the merger agreement, each issued and outstanding share of Cadence Bank common stock held by the reporting person was converted into the right to receive 2.475 shares of Huntington common stock. These shares were also reported as owned by the Reporting Person on the Form 3 filed on the date hereof.

	Rachel L. Lawless, Attorney-in-Fact	02/03/2026
	** 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 the Huntington Bancshares (HBAN) Form 4 report for Alice L. Rodriguez?

The Form 4 shows Alice L. Rodriguez received 7,910 shares of Huntington common stock. These shares were issued at $0.0000 per share as part of Huntington’s acquisition of Cadence Bank, reflecting a stock-for-stock conversion rather than an open-market purchase.

How did Alice L. Rodriguez acquire Huntington Bancshares (HBAN) shares?

Alice L. Rodriguez acquired Huntington shares through the Cadence Bank merger. Each Cadence Bank share she held was converted into 2.475 Huntington common shares, resulting in a total of 7,910 Huntington shares credited to her in this stock-for-stock transaction.

What is the share conversion ratio in the Huntington–Cadence Bank transaction?

The merger converted each issued and outstanding share of Cadence Bank common stock into 2.475 shares of Huntington common stock. This fixed stock-for-stock exchange ratio determined how many Huntington shares Cadence shareholders like Alice L. Rodriguez received at closing.

How many Huntington Bancshares (HBAN) shares does Alice L. Rodriguez own after this transaction?

After the transaction, Alice L. Rodriguez beneficially owns 7,910 shares of Huntington common stock. The Form 4 indicates these shares are held directly, reflecting her post-merger position following the conversion of her former Cadence Bank holdings.

Was there any cash paid by Alice L. Rodriguez for the Huntington (HBAN) shares?

No cash was paid by Alice L. Rodriguez for these shares. The Form 4 reports a price of $0.0000 per share, because the 7,910 Huntington shares were issued solely as stock consideration in the Cadence Bank merger, replacing her prior Cadence Bank shares.