HBAN senior executive exercises options and sells stock at $15.38

Rhea-AI Filing Summary

Huntington Bancshares Inc. (HBAN) reported insider activity by a Senior Executive Vice President. On 11/21/2025, the executive exercised an employee stock option for 9,940 shares of common stock at $10.06 per share, then had 6,507 shares withheld in a transaction coded "F" at $15.37 for tax or similar obligations, and sold 64,587 shares in an open market transaction coded "S" at a weighted average price of $15.38 per share.

After these transactions, the executive directly owned 534,640.244 shares of common stock and held additional indirect interests of 384,576.302 shares through an Executive Deferred Compensation Plan and 19,382.896 shares through the issuer's Supplemental Stock Purchase and Tax Savings Plan. The sale price reflects a range of $15.37 to $15.51 for the sold shares.

Insider Trade Summary

Net Seller: 64,587 shares ($993,348)

Net Sell 6 txns

Insider Houston Helga

Role Senior Exec. V. P.

Sold 64,587 shs ($993K)

Type	Security	Shares	Price	Value
Exercise	Employee/Director Stock Option (Right to Buy)	9,940	$0.00	--
Exercise	Common Stock	9,940	$10.06	$100K
Tax Withholding	Common Stock	6,507	$15.37	$100K
Sale	Common Stock	64,587	$15.38	$993K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Employee/Director Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 605,734.244 shares (Direct); Common Stock — 384,576.302 shares (Indirect, By Executive Deferred Compensation Plan)

Footnotes (1)

1. Price represents a weighted average of the sale price. Shares were sold at prices ranging from $15.37 to $15.51. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price. 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. The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant. The date reported is the first anniversary when a portion of the options first become exercisable.

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^*

Houston Helga

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Exec. V. P.

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		M		9,940	A	$10.06	605,734.244	D
Common Stock	11/21/2025		F		6,507	D	$15.37	599,227.244	D
Common Stock	11/21/2025		S		64,587	D	$15.38(1)	534,640.244	D
Common Stock								384,576.302	I	By Executive Deferred Compensation Plan(2)
Common Stock								19,382.896	I	By Issuer's Supplemental Stock Purchase and Tax Savings 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
Employee/Director Stock Option (Right to Buy)	$10.06	11/21/2025		M			9,940	05/01/2017(3)	05/01/2026	Common Stock	9,940	$0.0000	0.0000	D

Explanation of Responses:

1. Price represents a weighted average of the sale price. Shares were sold at prices ranging from $15.37 to $15.51. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.

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. The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant. The date reported is the first anniversary when a portion of the options first become exercisable.

	Rachel L. Lawless, Attorney-in-Fact	11/24/2025
	** 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.

FAQ

What insider transaction did HBAN report in this Form 4?

Huntington Bancshares Inc. reported that a Senior Executive Vice President exercised an option for 9,940 shares at $10.06 per share and sold 64,587 shares of common stock at a weighted average price of $15.38 per share on 11/21/2025.

How many HBAN shares does the insider own after the 11/21/2025 transactions?

Following the reported transactions, the executive directly owned 534,640.244 HBAN shares, plus 384,576.302 shares held indirectly through an Executive Deferred Compensation Plan and 19,382.896 shares through the issuer's Supplemental Stock Purchase and Tax Savings Plan.

What was the sale price range for the HBAN shares sold by the executive?

The reported sale used a weighted average price of $15.38 per share, with individual sale prices ranging from $15.37 to $15.51 for the 64,587 shares sold.

What do the transaction codes M, F, and S mean in this HBAN Form 4?

In this report, code M reflects the exercise of an employee stock option, code F reflects a disposition of 6,507 shares to cover obligations such as taxes, and code S reflects an open market sale of 64,587 shares of common stock.

What was the option exercise price and share amount for the HBAN executive?

The executive exercised an Employee/Director Stock Option for 9,940 shares of Huntington Bancshares common stock at an exercise price of $10.06 per share, relating to an option originally granted on 05/01/2017.

How are the indirect HBAN holdings of the executive structured?

Indirect holdings include 384,576.302 shares held through an Executive Deferred Compensation Plan and 19,382.896 shares held through the issuer's Supplemental Stock Purchase and Tax Savings Plan.