Huntington Bancshares (HBAN) CEO logs 50K option exercise, 33.7K share disposal

Rhea-AI Filing Summary

Huntington Bancshares (HBAN) President, CEO & Chairman Stephen D. Steinour reported option and stock transactions. On February 4, 2026, he exercised an employee/director stock option for 50,000 shares of common stock at $10.06 per share.

On the same date, a separate transaction with code F shows a disposition of 33,726 common shares at $19.12 per share. After these transactions, he directly held 1,487,260.758 common shares. The filing also lists additional indirect common stock holdings through various plans and family-related entities.

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^*

STEINOUR STEPHEN D

(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
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		M		50,000	A	$10.06	1,520,986.758	D
Common Stock	02/04/2026		F		33,726	D	$19.12	1,487,260.758	D
Common Stock								3,441,119.559	I	By Executive Deferred Compensation Plan(1)
Common Stock								3,050,505	I	By Family Trusts(1)
Common Stock								444,500	I	by GRATS(1)
Common Stock								55,460.177	I	By Issuer's Investment and Tax Savings Plan (401(k) Plan)(1)
Common Stock								90,363.268	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(1)
Common Stock								1,924.43	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
Employee/Director Stock Option (Right to Buy)	$10.06	02/04/2026		M			50,000	05/01/2017	05/01/2026	Common Stock	50,000	$10.06	275,313	D

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	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HBAN CEO Stephen D. Steinour report on February 4, 2026?

Stephen D. Steinour reported exercising an employee/director stock option for 50,000 shares of Huntington Bancshares common stock at $10.06 per share on February 4, 2026. This transaction was coded M as an option exercise in the Form 4 filing.

Did the HBAN CEO dispose of any Huntington Bancshares shares in this Form 4?

Yes. The Form 4 shows a transaction coded F on February 4, 2026 in which 33,726 common shares were disposed of at a price of $19.12 per share. This transaction reduced his directly held common stock position accordingly.

How many Huntington Bancshares shares does the HBAN CEO directly own after these transactions?

Following the reported February 4, 2026 transactions, Stephen D. Steinour directly owned 1,487,260.758 shares of Huntington Bancshares common stock. This figure is listed in the Form 4 as the amount of securities beneficially owned following the reported transactions.

What option position does the HBAN CEO hold after exercising 50,000 options?

After exercising 50,000 employee/director stock options at an exercise price of $10.06, the Form 4 reports that Stephen D. Steinour beneficially owned 275,313 derivative securities (stock options). These options relate to Huntington Bancshares common stock as the underlying security.

What indirect holdings of Huntington Bancshares stock are reported for the HBAN CEO?

The Form 4 lists several indirect common stock holdings for Stephen D. Steinour, including shares held by an Executive Deferred Compensation Plan, Family Trusts, GRATS, company retirement and stock purchase plans, and by his spouse, each noted as indirect beneficial ownership.