Huntington director receives quarterly share award

Huntington Bancshares Inc. director Kenneth J. Phelan reported a routine equity grant under the company’s Directors' Deferred Compensation Plan.

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Kenneth J. Phelan reported a routine equity grant under the company’s Directors' Deferred Compensation Plan. On January 26, 2026, he was awarded 3,400.737 shares of common stock at a price of $0.0000, held indirectly through the Director Deferred Compensation Plan.

Following this award, 61,025.905 shares are reported as indirectly held through the Director Deferred Compensation Plan, 95,282.593 shares are held directly, and 40,000 shares are indirectly held by a trust. The filing states that it should not be construed as an admission that the reporting person is the beneficial owner of these securities.

Insider Trade Summary

Grant/Award: 3,400.737 shares

Grant/Award 3 txns

Insider Phelan Kenneth J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,400.737	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 61,025.905 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 95,282.593 shares (Direct); Common Stock — 40,000 shares (Indirect, by Trust)

Footnotes (2)

1. F1. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan.
2. F2. 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.

FAQ

What insider transaction did HBAN director Kenneth J. Phelan report?

Kenneth J. Phelan reported receiving 3,400.737 Huntington Bancshares common shares as a quarterly award. These shares were granted at $0.0000 under the Directors' Deferred Compensation Plan and are held indirectly through that plan rather than as a cash purchase on the open market.

Was the HBAN director stock transaction a purchase or an award?

The HBAN director transaction was an equity award, not an open-market purchase. Phelan received 3,400.737 common shares at $0.0000 as part of the Directors' Deferred Compensation Plan, reflecting routine quarterly compensation for board service instead of a discretionary stock buy.

How many HBAN shares does Kenneth J. Phelan report owning after this Form 4?

After the reported award, Phelan lists 61,025.905 shares indirectly through the Director Deferred Compensation Plan, 95,282.593 shares held directly, and 40,000 shares indirectly through a trust. The filing notes it should not be construed as an admission of beneficial ownership of these securities.

How are the new HBAN shares held for director Kenneth J. Phelan?

The 3,400.737 newly awarded HBAN shares are held indirectly through the Directors' Deferred Compensation Plan. This plan structure means the shares represent deferred director compensation rather than immediate, directly held stock acquired in the market by the reporting person.

Does the HBAN Form 4 state that Phelan is the beneficial owner of all reported shares?

The Form 4 explicitly states it should not be construed as an admission that Phelan is the beneficial owner. This disclaimer applies to securities reported as held directly, through the Director Deferred Compensation Plan, and indirectly via a trust associated with the reporting person.

What is the role of the Directors' Deferred Compensation Plan in this HBAN filing?

The Directors' Deferred Compensation Plan is the vehicle through which 3,400.737 HBAN shares were awarded to Phelan. It also holds 61,025.905 shares after the transaction, reflecting deferred equity-based compensation for his board service rather than direct, cash-funded stock purchases.

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Accepted by SEC EDGAR 01/28/2026 - 05:00 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).

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^*

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)
01/26/2026

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	01/26/2026		A(1)		3,400.737	A	$0.0000	61,025.905	I	Director Deferred Compensation Plan(2)
Common Stock								95,282.593	D
Common Stock								40,000	I	by Trust(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. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan.

2. 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	01/28/2026
	** 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.