Director Hepner receives 70,696 Huntington (HBAN) shares in Cadence deal

Rhea-AI Filing Summary

Huntington Bancshares director Virginia A. Hepner reported acquiring 70,696 shares of Huntington common stock. The shares were received on February 1, 2026 in connection with Huntington’s acquisition of Cadence Bank.

Under the merger agreement, each Cadence Bank share Hepner held was converted into the right to receive 2.475 Huntington shares, leaving her with 70,696 shares held directly after the transaction.

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

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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^*

Hepner Virginia A

(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)
02/01/2026

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	02/01/2026		A		70,696	A	$0.0000(1)	70,696	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. Acquired in connection with Huntington's acquisition of Cadence Bank on February 1, 2026. Pursuant to the merger agreement, each issued and outstanding share of Cadence Bank common stock held by the reporting person was converted into the right to receive 2.475 shares of Huntington common stock. These shares were also reported as owned by the Reporting Person on the Form 3 filed on the date hereof.

	Rachel L. Lawless, Attorney-in-Fact	02/03/2026
	** 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.

FAQ

What insider transaction did HBAN director Virginia A. Hepner report?

Virginia A. Hepner reported acquiring 70,696 Huntington shares. The Form 4 shows she received Huntington Bancshares common stock on February 1, 2026, as part of the Cadence Bank acquisition, rather than through an open-market purchase or sale transaction.

How many Huntington (HBAN) shares does Virginia A. Hepner own after this Form 4?

After the reported transaction, Hepner beneficially owns 70,696 shares. The filing states this as her total Huntington Bancshares common stock position following the Cadence Bank merger-related share conversion on February 1, 2026, held in direct ownership form.

At what price were the Huntington (HBAN) shares acquired in this Form 4?

The shares were reported at a price of $0.0000 per share. This reflects that the 70,696 Huntington shares were received as merger consideration in the Cadence Bank acquisition, not purchased for cash in the market by director Virginia A. Hepner.

How is the Cadence Bank merger described in the Hepner HBAN Form 4?

The filing links the share acquisition to Huntington’s purchase of Cadence Bank. It explains that each issued and outstanding Cadence Bank common share held by Hepner was converted into the right to receive 2.475 Huntington common shares as of February 1, 2026.

Is Virginia A. Hepner’s ownership in Huntington (HBAN) direct or indirect?

The Form 4 reports Hepner’s 70,696 Huntington shares as held directly. The ownership form column is marked “D” for direct ownership, and no separate entity, trust, or partnership is listed as the holder of these merger-related shares.

How does the HBAN Form 4 relate to Hepner’s Form 3 filing?

The footnote states these shares were also reported on a Form 3. It explains that the 70,696 Huntington shares received in the Cadence Bank merger were included as owned by the reporting person on a Form 3 filed on the same date.