HBAN Form 4: 3,038-share director award; holdings updated

Rhea-AI Filing Summary

Huntington Bancshares (HBAN) director reports equity award. On 10/21/2025, a director acquired 3,038.072 shares of common stock, reported at a price of $0.0000, as a quarterly share award under the Directors' Deferred Compensation Plan.

Following the transaction, indirect holdings under the Director Deferred Compensation Plan were 252,155.355 shares, and direct holdings were 328,980.748 shares. The filing notes the award reflects routine plan terms and states it should not be construed as an admission of beneficial ownership for all reported securities.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider NEU RICHARD W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,038.072	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 252,155.355 shares (Indirect, Director Deferred Compensation Plan); Common Stock — 328,980.748 shares (Direct)

Footnotes (1)

1. Reflects the quarterly share awards to Directors pursuant to the terms of the Directors' Deferred Compensation Plan. 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.

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^*

NEU RICHARD W

(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)		3,038.072	A	$0.0000	252,155.355	I	Director Deferred Compensation Plan(2)
Common Stock								328,980.748	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. 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.
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 did HBAN disclose in this Form 4 filing?

A director reported acquiring 3,038.072 common shares on 10/21/2025 as a quarterly award under the Directors' Deferred Compensation Plan.

How many HBAN shares does the director hold after the reported transaction?

Post-transaction holdings are 252,155.355 shares indirect via the Director Deferred Compensation Plan and 328,980.748 shares held directly.

What was the transaction price for the reported HBAN shares?

The reported price was $0.0000, consistent with a share award under a compensation plan.

What is the nature of the transaction reported for HBAN?

It was an acquisition reported with code A, reflecting a quarterly share award pursuant to the Directors' Deferred Compensation Plan.

Does the filing claim beneficial ownership of all securities listed?

No. It states the filing should not be construed as an admission of beneficial ownership of the securities.

Is the HBAN transaction part of a trading plan?

The form includes the standard Rule 10b5-1(c) checkbox language, but the excerpt does not indicate whether it was checked.