Huntington Bancshares (NASDAQ: HBAN) director granted new stock awards

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Kenneth J. Phelan reported acquiring additional common stock in a Form 4 filing. On 01/02/2026, he acquired 837.468 shares of common stock at $0.0000 per share in a direct holding, bringing his directly held amount to 135,282.593 shares. On the same date, he also acquired 511.939 shares of common stock at $0.0000 per share through an indirect interest in a Director Deferred Compensation Plan, increasing that indirect position to 57,625.168 shares. The filing includes a standard disclaimer stating that it should not be construed as an admission that the reporting person is the beneficial owner of the securities for certain legal purposes.

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^*

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)
01/02/2026

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	01/02/2026		A		837.468	A	$0.0000	135,282.593	D
Common Stock	01/02/2026		A		511.939	A	$0.0000	57,625.168	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.

	Rachel L. Lawless, Attorney-in-Fact	01/06/2026
	** 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 insider transaction did Huntington Bancshares (HBAN) report for Kenneth J. Phelan?

Huntington Bancshares (HBAN) reported that director Kenneth J. Phelan acquired common stock on 01/02/2026, including both directly held shares and shares in a director deferred compensation plan.

How many Huntington Bancshares (HBAN) shares did Kenneth J. Phelan acquire directly?

On 01/02/2026, Kenneth J. Phelan acquired 837.468 shares of Huntington Bancshares common stock at $0.0000 per share as a direct holding, resulting in 135,282.593 directly held shares after the transaction.

What is the director deferred compensation plan position reported for HBAN?

The Form 4 shows that on 01/02/2026, 511.939 shares of Huntington Bancshares common stock were acquired at $0.0000 per share through a Director Deferred Compensation Plan, bringing that indirect holding to 57,625.168 shares.

What is Kenneth J. Phelans relationship to Huntington Bancshares (HBAN)?

Kenneth J. Phelan is reported as a director of Huntington Bancshares Inc. and is not listed as an officer or a 10% owner in this Form 4 filing.

Does the Form 4 state that Kenneth J. Phelan is the beneficial owner of the HBAN shares?

The filing includes a disclaimer that it should not be construed as an admission that the undersigned is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the securities.

Were the reported HBAN stock acquisitions made under a plan or program?

The Form 4 indicates that one of the holdings is through a Director Deferred Compensation Plan, and the filing includes an option to indicate if transactions were under a Rule 10b5-1(c) plan, though the excerpt does not specify a checked box.