Director Gary Torgow adds Huntington (HBAN) shares in open-market buy

Rhea-AI Filing Summary

Huntington Bancshares director Gary Torgow reported an open-market purchase of 14,200 shares of common stock at $17.81 per share. Following this buy, he directly holds 943,340.95 shares. An additional 5,675 shares are held indirectly by his spouse, with beneficial ownership expressly disclaimed.

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

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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^*

TORGOW GARY

(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)
02/19/2026

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	02/19/2026		P		14,200	A	$17.81	943,340.95	D
Common Stock								5,675	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.

	Rachel L. Lawless, Attorney-in-Fact	02/23/2026
	** 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 Huntington Bancshares (HBAN) director Gary Torgow report in this Form 4?

Gary Torgow reported buying 14,200 shares of Huntington Bancshares common stock in an open-market transaction at $17.81 per share. After this purchase, his reported direct ownership increased to 943,340.95 shares, with additional shares held indirectly by his spouse.

How many Huntington Bancshares (HBAN) shares did Gary Torgow purchase and at what price?

He purchased 14,200 shares of Huntington Bancshares common stock at $17.81 per share in an open-market transaction. This transaction reflects an increase in his direct holdings as disclosed in the Form 4 filing with the Securities and Exchange Commission.

What is Gary Torgow’s total direct ownership in Huntington Bancshares (HBAN) after the reported trade?

After the reported purchase, Gary Torgow’s direct ownership stands at 943,340.95 shares of Huntington Bancshares common stock. This figure is explicitly listed as the total shares owned directly following the open-market transaction disclosed in the Form 4.

Are there any Huntington Bancshares (HBAN) shares reported as indirectly owned by Gary Torgow?

Yes. The filing shows 5,675 shares of Huntington Bancshares common stock held indirectly by his spouse. A footnote states the filing should not be construed as an admission that he is the beneficial owner of these indirectly held securities under Section 16.

Does the Huntington Bancshares (HBAN) Form 4 indicate any insider share sales by Gary Torgow?

No insider sales are reported in this Form 4. The transaction summary shows one open-market purchase of 14,200 shares, no sales, and a net-buy position, indicating that reported activity for the period reflects only buying, not selling, of Huntington Bancshares shares.