Were the HBAN share awards to Phelan open-market purchases?

No, the awards were not open-market purchases. The Form 4 classifies both acquisitions under code A as grants or awards at a stated price of $0.00 per share, indicating equity compensation rather than shares bought on the open market by the director.

Huntington (NASDAQ: HBAN) director adds stock via compensation grants

Q: What are Phelan’s Huntington Bancshares share holdings after these grants?

Following the grants, Phelan directly holds 96,212.616 Huntington Bancshares common shares, with 61,618.326 shares credited to a Director Deferred Compensation Plan and 40,000 shares held indirectly by a trust, according to the ownership totals reported in the Form 4 filing.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Phelan Kenneth J reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares director Kenneth J. Phelan received additional stock-based compensation. On April 1, he was granted 930.023 shares of common stock directly and 592.421 shares credited to a Director Deferred Compensation Plan, both at a stated price of $0.00 per share, reflecting non-cash awards rather than open-market purchases.

After these grants, he directly holds 96,212.616 shares, with a further 61,618.326 shares in the deferred compensation plan and 40,000 shares held indirectly by a trust. A footnote states he does not admit beneficial ownership of all reported securities for certain legal purposes.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Phelan Kenneth J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	930.023	$0.00	--
Grant/Award	Common Stock	592.421	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 96,212.616 shares (Direct); Common Stock — 61,618.326 shares (Indirect, Director Deferred Compensation Plan)

Footnotes (1)

[object Object]

Key Figures

Direct grant: 930.023 shares Deferred plan grant: 592.421 shares Direct holdings after grant: 96,212.616 shares +3 more

6 metrics

Direct grant 930.023 shares Common Stock award on April 1, code A

Deferred plan grant 592.421 shares Director Deferred Compensation Plan award, code A

Direct holdings after grant 96,212.616 shares Common Stock, direct ownership following transactions

Deferred plan holdings after grant 61,618.326 shares Director Deferred Compensation Plan, indirect holdings

Trust holdings 40,000.000 shares Indirect ownership by trust after reported transactions

Grant price $0.00 per share Stated price for both acquisition entries, code A

Key Terms

Director Deferred Compensation Plan, beneficial owner, Section 16 of the Securities and Exchange Act of 1934

3 terms

Director Deferred Compensation Plan financial

"nature_of_ownership: "Director Deferred Compensation Plan""

beneficial owner regulatory

"shall not be construed as an admission that the undersigned is ... the beneficial owner"

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 of the Securities and Exchange Act of 1934 regulatory

"for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 01:22 PM

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^*

Phelan Kenneth J

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		A		930.023	A	$0.0000	96,212.616	D
Common Stock	04/01/2026		A		592.421	A	$0.0000	61,618.326	I	Director Deferred Compensation Plan⁽¹⁾
Common Stock								40,000	I	by Trust⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did HBAN director Kenneth J. Phelan report in this Form 4?

Kenneth J. Phelan reported stock-based compensation awards of Huntington Bancshares common stock. He received 930.023 shares directly and 592.421 shares through a Director Deferred Compensation Plan, all at a stated price of $0.00 per share, indicating non-cash equity compensation rather than market purchases.

How many Huntington Bancshares (HBAN) shares did Phelan acquire?

He acquired 930.023 Huntington Bancshares common shares directly and 592.421 additional shares credited to a Director Deferred Compensation Plan. These awards are classified as grants or other acquisitions, not open-market buys, and reflect equity-based director compensation granted on April 1.

How are some of Phelan’s HBAN shares held indirectly?

Some Huntington Bancshares shares are reported as indirectly held. The filing shows 61,618.326 shares in a Director Deferred Compensation Plan and 40,000 shares held by a trust, with a footnote disclaiming that Phelan is necessarily the beneficial owner of all such securities.

Does this HBAN Form 4 indicate any stock sales by Phelan?

The Form 4 does not report any stock sales by Phelan. It shows only acquisition-type transactions coded as grants or awards and one holding entry for trust-owned shares, with no dispositions, open-market sales, or tax-withholding transactions listed in the summary.