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

Rhea-AI Filing Summary

Huntington Bancshares (HBAN) reported an insider transaction on Form 4 showing a director received 2,904.789 shares of common stock on 10/21/2025, coded A(1) at $0.0000 per share. The filing notes these reflect quarterly share awards to directors under the Directors' Deferred Compensation Plan.

Following the transaction, beneficial ownership included 193,110.333 shares held directly and 42,901.814 shares held indirectly through a Director Deferred Compensation Plan. Additional indirect holdings listed were 22,921 shares by the Richard A. Sit Trust, 152,572 shares by Sit Investment Associates, and 4,713 shares by a trust.

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
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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^*

Sit Roger J

(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)
10/21/2025

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	10/21/2025		A(1)		2,904.789	A	$0.0000	42,901.814	I	Director Deferred Compensation Plan(2)
Common Stock								193,110.333	D
Common Stock								22,921	I	By Richard A. Sit Trust(2)
Common Stock								152,572	I	By Sit Investment Associates(2)
Common Stock								4,713	I	by Trust(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 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-Fact	10/23/2025
	** 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.
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FAQ

What did HBAN disclose in this Form 4?

A director received 2,904.789 shares of common stock on 10/21/2025 at $0.0000, reflecting a quarterly award under the Directors' Deferred Compensation Plan.

What is the transaction code in the HBAN Form 4?

The transaction is coded A(1), indicating an acquisition as part of the director compensation plan.

How many HBAN shares are beneficially owned after the transaction?

Reported beneficial holdings include 193,110.333 shares direct and 42,901.814 shares indirect via a Director Deferred Compensation Plan, plus other indirect holdings.

What indirect HBAN holdings are noted?

Indirect holdings include 42,901.814 (Deferred Compensation Plan), 22,921 (Richard A. Sit Trust), 152,572 (Sit Investment Associates), and 4,713 (a trust).

Was this HBAN transaction part of a director compensation program?

Yes. The explanation states it reflects quarterly share awards to directors under the Directors' Deferred Compensation Plan.

Who signed the HBAN Form 4?

It was signed by Rachel L. Lawless, Attorney-in-Fact, on 10/23/2025.