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

Huntington Bancshares (HBAN) filed a Form 4 showing an internal share transfer by its President, CEO and Chairman, who is also a director.

Rhea-AI Filing Summary

Huntington Bancshares (HBAN) filed a Form 4 showing an internal share transfer by its President, CEO and Chairman, who is also a director. On 11/19/2025, the reporting person transferred 64,000 shares of common stock in a transaction coded "G," which indicates a gift or similar transfer with a price of $0.0000 per share. After this transaction, the reporting person directly owned 1,588,763.404 shares of common stock, with additional indirect holdings through an executive deferred compensation plan, family trusts, grantor retained annuity trusts, company savings plans, and a spouse. The explanations state that the reported changes reflect transfers among grantor retained annuity trusts, family trusts, and directly held accounts, and clarify that the filing does not admit beneficial ownership for certain indirect holdings.

Insider Trade Summary

64,000 shares gifted

Gift 7 txns

Insider STEINOUR STEPHEN D

Role President, CEO & Chairman

Type	Security	Shares	Price	Value
Gift	Common Stock	64,000	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,588,763.404 shares (Direct); Common Stock — 3,441,119.559 shares (Indirect, By Executive Deferred Compensation Plan); Common Stock — 3,170,505 shares (Indirect, By Family Trusts); Common Stock — 444,500 shares (Indirect, by GRATS); Common Stock — 54,968.66 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 (4)

1. F1. Reflects the transfer of shares to the grantor retained annuity trusts and family trusts.
2. F2. 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.
3. F3. Reflects the transfer of shares from grantor retained annuity trusts and directly held shares to family trusts.
4. F4. Reflects the transfer of shares to family trusts and transfer of shares from direct account to fund new grantor retained annuity trust.

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Accepted by SEC EDGAR 11/21/2025 - 04:07 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)
11/19/2025

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	11/19/2025		G		64,000	D	$0.0000	1,588,763.404(1)	D
Common Stock								3,441,119.559	I	By Executive Deferred Compensation Plan(2)
Common Stock								3,170,505(3)	I	By Family Trusts(2)
Common Stock								444,500(4)	I	by GRATS(2)
Common Stock								54,968.66	I	By Issuer's Investment and Tax Savings Plan (401(k) Plan)(2)
Common Stock								90,363.268	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(2)
Common Stock								1,924.43	I	By Spouse(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. Reflects the transfer of shares to the grantor retained annuity trusts and family trusts.

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.

3. Reflects the transfer of shares from grantor retained annuity trusts and directly held shares to family trusts.

4. Reflects the transfer of shares to family trusts and transfer of shares from direct account to fund new grantor retained annuity trust.

	Rachel L. Lawless, Attorney-in-Fact	11/21/2025
	** 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.