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Huntington Bancshares (HBAN) director awarded 903 deferred compensation shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Shea Teresa H reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares director Teresa H. Shea reported routine equity compensation rather than open-market trading. On April 28, 2026, she was credited with 902.858 shares of Common Stock at $0.0000 per share under the company’s Director Deferred Compensation Plan, reported as indirect ownership. A separate entry reflects 21,653.942 directly held shares as a holding record. The filing notes that this reporting is not an admission that she is the beneficial owner of the deferred compensation shares for Section 16 purposes.

Positive

  • None.

Negative

  • None.
Insider Shea Teresa H
Role null
Type Security Shares Price Value
Grant/Award Common Stock 902.858 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 10,854.436 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 21,653.942 shares (Direct, null)
Footnotes (1)
  1. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan. 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.
Director award shares 902.858 shares Grant under Director Deferred Compensation Plan on April 28, 2026
Grant price per share $0.0000 per share Equity compensation, not a cash purchase
Indirect holdings after grant 10,854.436 shares Director Deferred Compensation Plan position following transaction
Directly held shares 21,653.942 shares Direct Common Stock holdings shown in holding entry
Transaction date April 28, 2026 Date of reported director share award and holdings
Director Deferred Compensation Plan financial
"Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan."
beneficial owner regulatory
"shall not be construed as an admission that the undersigned is ... the beneficial owner of the securities."
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 regulatory
"for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Shea Teresa H
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/28/2026A(1)902.858A$0.000010,854.436IDirector Deferred Compensation Plan(2)
Common Stock21,653.942D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact04/30/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HBAN director Teresa H. Shea report?

Teresa H. Shea reported receiving 902.858 shares of Huntington Bancshares Common Stock as a quarterly equity award. The shares were credited at $0.0000 per share to a Director Deferred Compensation Plan account, reflecting routine non-cash director compensation rather than an open-market purchase.

Was the HBAN Teresa H. Shea Form 4 a stock purchase or sale?

The Form 4 shows an acquisition as a grant, not a market trade. Shea received 902.858 shares at $0.0000 per share under a Director Deferred Compensation Plan, so there were no open-market buys or sells and no cash price paid per share in this filing.

How many HBAN shares were granted to Teresa H. Shea on April 28, 2026?

Shea was granted 902.858 shares of Huntington Bancshares Common Stock on April 28, 2026. These were credited to her Director Deferred Compensation Plan account, increasing her indirect holdings reported for that plan to 10,854.436 shares following the transaction.

How many Huntington Bancshares shares does Teresa H. Shea hold after this Form 4?

After the reported award, Shea’s filing shows 10,854.436 shares indirectly through the Director Deferred Compensation Plan and 21,653.942 shares directly as a separate holding. Together, these entries outline the positions visible in this specific report without indicating any open-market trading.

What is the Director Deferred Compensation Plan mentioned in the HBAN filing?

The Director Deferred Compensation Plan is the program through which Huntington Bancshares grants quarterly share awards to its directors. In this filing, 902.858 shares were credited to Teresa H. Shea’s plan account as compensation, reported as indirect ownership rather than a cash purchase of stock.

Does Teresa H. Shea admit beneficial ownership of all reported HBAN shares?

The filing explicitly states it should not be construed as an admission that Shea is the beneficial owner of the securities. This disclaimer is common in Section 16 reports, especially where shares are held or credited through plans or structures like a Director Deferred Compensation Plan.