Cadence deal grants Huntington (HBAN) director 914,951 direct shares

Rhea-AI Filing Summary

Huntington Bancshares director James D. Rollins III reported acquiring Huntington common stock on February 1, 2026, tied to Huntington’s acquisition of Cadence Bank. Each Cadence Bank share he held was converted into 2.475 shares of Huntington common stock under the merger agreement.

He now holds 914,951 shares directly, 55,695.4 shares indirectly through a 401(k), and 712,354 shares indirectly through a limited partnership, all at a reported price of $0.0000 per share as they were received in the stock-for-stock transaction.

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

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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^*

ROLLINS JAMES D III

(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		914,951	A	$0.0000(1)	914,951	D
Common Stock	02/01/2026		A		55,695.4	A	$0.0000(1)	55,695.4	I	By 401k
Common Stock	02/01/2026		A		712,354	A	$0.0000(1)	712,354	I	By Limited Partnership(2)

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.

2. The reported shares are owned directly by a limited partnership. The reporting person is a 50% owner of the general partner.

	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).
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FAQ

What insider transaction did HBAN director James D. Rollins III report?

James D. Rollins III reported acquiring Huntington Bancshares common stock on February 1, 2026. The shares were received in connection with Huntington’s acquisition of Cadence Bank, where his Cadence shares were converted into Huntington shares at a fixed exchange ratio.

How many Huntington Bancshares (HBAN) shares does Rollins now hold directly?

After the transaction, Rollins directly holds 914,951 shares of Huntington Bancshares common stock. These shares were acquired at a reported price of $0.0000 per share because they resulted from the stock-for-stock merger with Cadence Bank, not an open-market purchase.

What indirect Huntington (HBAN) holdings does Rollins report through his 401(k)?

Rollins reports owning 55,695.4 Huntington common shares indirectly through a 401(k) plan. These shares were acquired at a reported price of $0.0000 per share as part of the conversion of his Cadence Bank holdings in the merger, not a cash purchase.

What is the limited partnership holding Huntington Bancshares shares for Rollins?

A limited partnership holds 712,354 Huntington common shares indirectly for Rollins. The filing notes the shares are owned directly by the partnership, and Rollins is a 50% owner of the partnership’s general partner, giving him an indirect beneficial interest in those shares.

How were Cadence Bank shares converted into Huntington (HBAN) shares?

Each issued and outstanding share of Cadence Bank common stock held by Rollins was converted into the right to receive 2.475 shares of Huntington common stock. This fixed exchange ratio was set by the merger agreement governing Huntington’s acquisition of Cadence Bank on February 1, 2026.

Did Rollins pay cash for the Huntington Bancshares (HBAN) shares he acquired?

The reported price for all acquired Huntington shares is $0.0000 per share. This indicates the shares were received as merger consideration in the stock-for-stock acquisition of Cadence Bank, rather than purchased in the open market for cash.