[Form 4] HUNTINGTON BANCSHARES INC /MD/ Insider Trading Activity

Rhea-AI Filing Summary

Huntington Bancshares President, CEO & Chairman Stephen D. Steinour reported multiple equity transactions dated February 6, 2026. He exercised 250,000 Employee/Director stock options, receiving 250,000 common shares at an exercise price of $10.06 per share.

To cover exercise costs or related tax obligations, he had shares withheld in transactions coded “F,” disposing of 64,512 common shares at $19.285 per share and 115,902 common shares at $19.275 per share. Following these transactions, his directly held common stock position was reported at 1,604,846.758 shares.

The filing also lists significant indirect holdings in Huntington common stock through various vehicles, including 3,441,119.559 shares held by an Executive Deferred Compensation Plan and 3,077,505 shares held by family trusts, as well as additional amounts via GRATs, company savings plans, and a spouse.

Insider Trade Summary

Net Buyer: 69,586 shares

Net Buy 10 txns

Insider STEINOUR STEPHEN D

Role President, CEO & Chairman

Type	Security	Shares	Price	Value
Exercise	Employee/Director Stock Option (Right to Buy)	250,000	$0.00	$0.00
Exercise	Common Stock	250,000	$10.06	$2.52M
Exercise Price or Tax Liability	Common Stock	64,512	$19.285	$1.24M
Exercise Price or Tax Liability	Common Stock	115,902	$19.275	$2.23M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Employee/Director Stock Option (Right to Buy) — 25,313 shares (Direct); Common Stock — 1,604,846.758 shares (Direct); Common Stock — 3,441,119.559 shares (Indirect, By Executive Deferred Compensation Plan); Common Stock — 3,077,505 shares (Indirect, By Family Trusts); Common Stock — 369,500 shares (Indirect, by GRATS); Common Stock — 55,460.177 shares (Indirect, By Issuer's Investment and Tax Savings Plan (401(k) Plan)); Common Stock — 90,363.268 shares (Indirect, By Issuer's Supplemental Stock Purchase and Tax Savings Plan); Common Stock — 1,924.43 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 07:44 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^*

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)
02/06/2026

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	02/06/2026		M		250,000	A	$10.06	1,785,260.758	D
Common Stock	02/06/2026		F		64,512	D	$19.285	1,720,748.758	D
Common Stock	02/06/2026		F		115,902	D	$19.275	1,604,846.758	D
Common Stock								3,441,119.559	I	By Executive Deferred Compensation Plan(1)
Common Stock								3,077,505	I	By Family Trusts(1)
Common Stock								369,500	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	02/06/2026		M			250,000	05/01/2017	05/01/2026	Common Stock	250,000	$0.0000	25,313	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	03/03/2026
	** 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.