Huntington Bancshares (HBAN) director granted 10,523-share equity award, now holds over 100k shares

Rhea-AI Filing Summary

Huntington Bancshares director Kenneth J. Phelan received an equity award linked to 10,523 shares of Common Stock. The Form 4 classifies this as a grant or other acquisition at a price of $0.0000 per share, indicating compensation rather than an open-market purchase.

Following the award, Phelan directly holds 106,735.616 shares of Huntington Bancshares Common Stock. He also has indirect holdings reported as 61,618.326 shares through a Director Deferred Compensation Plan and 40,000 shares held by a trust. A footnote explains the award consists of deferred stock units, with underlying shares deliverable six months after he separates from service as a director.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Phelan Kenneth J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,523	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 106,735.616 shares (Direct, null); Common Stock — 40,000 shares (Indirect, by Trust)

Footnotes (1)

1. An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation from service as a director. 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.

Key Figures

Equity award: 10,523 shares Direct holdings after award: 106,735.616 shares Deferred compensation holdings: 61,618.326 shares +2 more

5 metrics

Equity award 10,523 shares Grant, award, or other acquisition of Common Stock at $0.0000 per share

Direct holdings after award 106,735.616 shares Common Stock directly held by Kenneth J. Phelan following the reported transaction

Deferred compensation holdings 61,618.326 shares Indirect holdings through Director Deferred Compensation Plan

Trust holdings 40,000 shares Indirect ownership reported as held by trust

Award price per share $0.0000 per share Reported price for the grant, indicating compensation rather than market purchase

Key Terms

deferred stock units, Director Deferred Compensation Plan, beneficial owner, Section 16 of the Securities and Exchange Act of 1934

4 terms

deferred stock units financial

"An award of deferred stock units - the underlying shares are deliverable..."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Director Deferred Compensation Plan financial

"nature_of_ownership: "Director Deferred Compensation Plan""

beneficial owner financial

"shall not be construed as an admission that the undersigned is... the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Section 16 of the Securities and Exchange Act of 1934 regulatory

"for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise"

Form 4 Insider Transactions: What Each Field Means →

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 OHIO 43215

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		A		10,523(1)	A	$0.0000	106,735.616	D
Common Stock								40,000	I	by Trust(2)
Common Stock								61,618.326	I	Director Deferred Compensation Plan(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. An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation from service as a director.

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	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Huntington Bancshares (HBAN) director Kenneth J. Phelan report on this Form 4?

Kenneth J. Phelan reported receiving an equity award tied to 10,523 shares of Huntington Bancshares Common Stock. The filing classifies this as a grant or other acquisition at $0.0000 per share, reflecting compensation rather than an open-market trade.

How many Huntington Bancshares (HBAN) shares does Kenneth J. Phelan hold after the reported award?

After the award, Kenneth J. Phelan directly holds 106,735.616 shares of Huntington Bancshares Common Stock. The Form 4 also shows indirect holdings of 61,618.326 shares through a Director Deferred Compensation Plan and 40,000 shares held by a trust.

Is the 10,523-share award to Kenneth J. Phelan an open-market purchase of HBAN stock?

No, the 10,523-share figure is reported as a grant, award, or other acquisition at a price of $0.0000 per share. This indicates a compensation-related equity award, not an open-market purchase of Huntington Bancshares stock by the director.

How are Kenneth J. Phelan’s indirect HBAN holdings structured in this Form 4?

The filing lists two categories of indirect holdings: 61,618.326 shares through a Director Deferred Compensation Plan and 40,000 shares held by a trust. These positions are reported as indirect ownership, separate from his directly held Common Stock.

What does the deferred stock units footnote mean for Kenneth J. Phelan’s HBAN award?

A footnote states the award consists of deferred stock units, with underlying shares delivered six months after Phelan’s separation from service as a director. This means he generally receives the actual Huntington Bancshares shares only after leaving the board.

Does Kenneth J. Phelan claim full beneficial ownership of all reported HBAN securities?

One footnote clarifies the statement should not be construed as an admission that Kenneth J. Phelan is the beneficial owner of the securities for Section 16 or other purposes. This is a standard disclaimer commonly used in insider ownership reports.