Huntington Bancshares (HBAN) director gets 3,454.832-share deferred award

Rhea-AI Filing Summary

Huntington Bancshares Inc. director Rafael Diaz-Granados reported a routine equity award under the company’s Directors' Deferred Compensation Plan. On January 26, 2026, 3,454.832 shares of common stock were credited at a price of $0.0000 per share, reflecting a quarterly director share award.

After this transaction, 31,610.768 common shares are held indirectly through the Director Deferred Compensation Plan and 35,203.53 common shares are held directly. The filing states that it should not be construed as an admission that the reporting person is the beneficial owner of these securities for Section 16 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

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^*

Diaz-Granados Rafael

(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)		3,454.832	A	$0.0000	31,610.768	I	Director Deferred Compensation Plan(2)
Common Stock								35,203.53	D

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.

FAQ

What insider transaction did HBAN director Rafael Diaz-Granados report?

HBAN director Rafael Diaz-Granados reported a quarterly equity award under the Directors' Deferred Compensation Plan. On January 26, 2026, 3,454.832 Huntington Bancshares common shares were credited at a price of $0.0000 per share, reflecting non-cash compensation rather than an open-market stock purchase.

How many Huntington Bancshares (HBAN) shares were awarded in this Form 4 filing?

The Form 4 shows 3,454.832 Huntington Bancshares common shares credited to the director. These shares were issued at a price of $0.0000 per share as part of a quarterly director award under the company’s Directors' Deferred Compensation Plan, rather than a cash-funded stock purchase.

How many HBAN shares does Rafael Diaz-Granados report holding after the transaction?

After the award, Rafael Diaz-Granados reports 31,610.768 Huntington Bancshares common shares held indirectly through the Director Deferred Compensation Plan and 35,203.53 shares held directly. These figures reflect his updated reported holdings following the January 26, 2026 non-derivative stock award transaction.

What is the role of the Directors' Deferred Compensation Plan in this HBAN Form 4?

The Directors' Deferred Compensation Plan is the vehicle through which the 3,454.832-share quarterly equity award was credited. The shares are reported as indirectly owned via this plan, indicating the award is part of director compensation rather than a discretionary open-market transaction by the director.

Does the HBAN Form 4 admit beneficial ownership of all reported shares?

No. The Form 4 explicitly states it should not be construed as an admission that the undersigned is the beneficial owner of the securities for Section 16 or other purposes, even though the shares are reported as held directly and via the Directors' Deferred Compensation Plan.

Was any cash paid for the HBAN shares reported in this director award?

No cash changed hands for this award. The Form 4 lists a transaction price of $0.0000 per share for the 3,454.832 Huntington Bancshares common shares, indicating they were granted as part of director compensation rather than purchased in the open market.