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

Rhea-AI Filing Summary

The filing shows that Kendall A. Kowalski, Chief Information Officer of Huntington Bancshares Inc. (HBAN), reported two non‑derivative acquisitions on 10/01/2025. The report lists an acquisition of 595.18 shares and a separate acquisition of 60.025 shares, both at a reported price of $0.0000, leaving beneficial ownership of 68,026.829 shares directly and 6,723.171 shares indirectly. The indirect holdings are held under the issuer's Supplemental Stock Purchase and Tax Savings Plan. The Form 4 was signed by an attorney‑in‑fact on 10/03/2025. The filer includes an Exhibit 24 substitute power of attorney.

Insights

Corporate Governance Analyst

Insider acquisitions recorded by the CIO on 10/01/2025; holdings updated.

The report documents two non‑derivative stock acquisitions totaling 655.205 shares reported as acquired on 10/01/2025. The transactions are recorded at a $0.0000 price, indicating plan‑based issuance rather than open‑market purchases.

The filing shows 68,026.829 shares held directly and 6,723.171 indirectly via the company's Supplemental Stock Purchase and Tax Savings Plan, reflecting the officer's retained equity exposure. The inclusion of Exhibit 24 confirms an attorney‑in‑fact executed the form on behalf of the reporting person.

Insider Trade Summary

Net Buyer: 655.205 shares

Net Buy 2 txns

Insider Kowalski Kendall A

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	595.18	$0.00	$0.00
Grant/Award	Common Stock	60.025	$0.00	$0.00

Holdings After Transaction: Common Stock — 68,026.829 shares (Direct); Common Stock — 6,723.171 shares (Indirect, By Issuer's Supplemental Stock Purchase and Tax Savings Plan)

Footnotes (1)

1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/03/2025 - 04:09 PM Learn about SEC filing dates

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^*

Kowalski Kendall A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

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		595.18	A	$0.0000	68,026.829	D
Common Stock	10/01/2025		A		60.025	A	$0.0000	6,723.171	I	By Issuer's Supplemental Stock Purchase and Tax Savings 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.