HBAN Form 4: 483.095 Shares Credited via Deferred Compensation Plan

Rhea-AI Filing Summary

Kenneth J. Phelan, a director of HUNTINGTON BANCSHARES INC (HBAN), reported acquisitions of Common Stock on 10/01/2025. The Form 4 shows two non-derivative stock entries: 851.349 shares acquired (direct) and 483.095 shares acquired (indirect via the Director Deferred Compensation Plan), both at a reported price of $0.0000 for record purposes.

Following these transactions, the filing reports total beneficial ownership of 134,445.125 shares directly and 54,075.157 shares indirectly. The filing includes an exhibit (Exhibit 24) naming a substitute power of attorney and is signed by an attorney-in-fact on 10/03/2025.

Positive

• Director acquisition of 851.349 direct shares reported on 10/01/2025
• Director Deferred Compensation Plan credited 483.095 indirect shares on 10/01/2025
• Clear disclosure of post-transaction beneficial ownership: 134,445.125 direct and 54,075.157 indirect shares

Negative

• None.

Insights

Corporate Governance / Insider Transactions Analyst

Director reported stock acquisitions totaling 851.349 direct and 483.095 indirect shares on 10/01/2025.

The Form 4 discloses two non-derivative acquisitions recorded at a $0.0000 price, indicating transfers under internal plans rather than open-market purchases. The indirect amount is held via the Director Deferred Compensation Plan, which commonly credits shares as compensation or deferral elections.

The filing lists 134,445.125 shares directly and 54,075.157 shares indirectly beneficially owned after these transactions, providing clear disclosure of the director's ownership stake. The exhibit index includes a Substitute Power of Attorney and the form is executed by an attorney-in-fact.

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^*

Phelan Kenneth J

(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)
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		851.349	A	$0.0000	134,445.125	D
Common Stock	10/01/2025		A		483.095	A	$0.0000	54,075.157	I	Director Deferred Compensation 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.

FAQ

What did HBAN director Kenneth J. Phelan report on Form 4?

The Form 4 reports acquisitions on 10/01/2025 of 851.349 direct shares and 483.095 indirect shares (via the Director Deferred Compensation Plan).

How many HBAN shares does Kenneth J. Phelan beneficially own after the transactions?

The filing reports 134,445.125 shares directly and 54,075.157 shares indirectly beneficially owned following the reported transactions.

What price per share is reported for these HBAN transactions?

Both reported non-derivative acquisitions list a price of $0.0000 in the Form 4.

Were these purchases executed on the open market?

The Form 4 shows the transactions as acquisitions at $0.0000 and one entry is via the Director Deferred Compensation Plan, indicating internal plan credits rather than explicit open-market purchases.

Who signed the Form 4 for Kenneth J. Phelan?

The form was signed by Rachel L. Lawless, Attorney-in-Fact on 10/03/2025.