Huntington Bancshares (HBAN) director granted 9,320 deferred stock units

Rhea-AI Filing Summary

Kline Katherine M. A. reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares director Katherine M. A. Kline reported a grant of 9,320 shares of common stock as compensation. The award is recorded at a price of $0.00 per share and increases her direct holdings to 99,736.38 shares. The filing also shows 5,020.427 shares held indirectly through a Director Deferred Compensation Plan. According to the footnotes, the grant is in the form of deferred stock units, with the underlying shares deliverable to her six months after separation from service as a director.

Insights

Equity compensation analyst

Routine director equity grant; no open‑market trading signal.

Katherine M. A. Kline, a director of Huntington Bancshares, received an award of 9,320 shares of common stock at a stated price of $0.00 per share. This is described as a grant or award, typical of board compensation programs rather than discretionary stock buying.

The award is structured as deferred stock units, with underlying shares deliverable six months after she leaves the board, which encourages longer-term alignment with shareholders. Following this grant, her direct holdings rise to 99,736.38 shares, supplemented by 5,020.427 shares held indirectly in a Director Deferred Compensation Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kline Katherine M. A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,320	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 99,736.38 shares (Direct, null); Common Stock — 5,020.427 shares (Indirect, Director Deferred Compensation Plan)

Footnotes (1)

1. An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation from service as a director. 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.

Key Figures

Shares granted: 9,320 shares Grant price: $0.00 per share Direct holdings after grant: 99,736.38 shares +3 more

6 metrics

Shares granted 9,320 shares Compensation grant coded A on May 1, 2026

Grant price $0.00 per share Stated price for equity award

Direct holdings after grant 99,736.38 shares Total direct common stock following transaction

Indirect deferred plan holdings 5,020.427 shares Director Deferred Compensation Plan holding entry

Holding entries 1 entry Transaction summary holdingEntries count

Acquire transactions 1 acquisition TransactionSummary acquireCount

Key Terms

deferred stock units, Director Deferred Compensation Plan, Grant, award, or other acquisition, Section 16 of the Securities and Exchange Act of 1934

4 terms

deferred stock units financial

"An award of deferred stock units - the underlying shares are deliverable"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Director Deferred Compensation Plan financial

"nature_of_ownership": "Director Deferred Compensation Plan""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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"

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^*

Kline Katherine M. A.

(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)
05/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		A		9,320(1)	A	$0.0000	99,736.38	D
Common Stock								5,020.427	I	Director Deferred Compensation 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

Explanation of Responses:

1. An award of deferred stock units - the underlying shares are deliverable to the Reporting Person six months following separation from service as a director.

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	05/05/2026
	** 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)

FAQ

What did Katherine M. A. Kline report in this Form 4 for HBAN?

Katherine M. A. Kline reported receiving a grant of 9,320 Huntington Bancshares common shares as compensation. The award is recorded at $0.00 per share and increases her direct holdings to 99,736.38 shares, in addition to shares held through a Director Deferred Compensation Plan.

Was the HBAN Form 4 transaction a buy or sell by the director?

The Form 4 shows an acquisition as a grant or award, not an open-market buy or sell. Code A indicates a compensation-related award of 9,320 shares, while a separate entry records updated indirect holdings in a Director Deferred Compensation Plan without a trade price.

How many HBAN shares does Katherine M. A. Kline hold after this filing?

After the reported award, Katherine M. A. Kline holds 99,736.38 Huntington Bancshares common shares directly. She also has 5,020.427 shares held indirectly through a Director Deferred Compensation Plan, giving investors a clearer picture of her total reported equity exposure.

What are the terms of the deferred stock units reported for HBAN?

The filing describes the grant as deferred stock units whose underlying shares are deliverable to Katherine M. A. Kline six months after separation from service as a director. This structure delays delivery but tracks share value during her board tenure, aligning compensation with shareholder outcomes.

Does the HBAN Form 4 mention any beneficial ownership disclaimer?

Yes. A footnote states that the filing should not be construed as an admission that Katherine M. A. Kline is the beneficial owner of the securities for Section 16 or other purposes. Such language is common where legal or economic ownership nuances may differ from simple share counts.

How is the Director Deferred Compensation Plan reflected in HBAN’s Form 4?

The Form 4 lists 5,020.427 Huntington Bancshares shares held indirectly under a Director Deferred Compensation Plan. This entry is categorized as a holding, not a new trade, and shows equity accumulated through deferred compensation arrangements rather than recent market transactions.