Huntington Bancshares (HBAN) CIO exercises stock options, sells shares

Rhea-AI Filing Summary

Huntington Bancshares Inc. reported insider activity by its Chief Information Officer covering transactions on December 11–12, 2025. The officer exercised employee stock options to acquire 23,358 shares at $16.08, 19,143 shares at $13.77 and 6,662 shares at $14.81 of common stock.

On December 11, the officer disposed of 1,547 shares at a weighted average price of $17.935 and 41,596 shares coded "F" at $17.96, then on December 12 sold a further 2,481 shares at $17.805. Following these transactions, the officer held 71,565.829 common shares directly and 6,723.171 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan.

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

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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^*

Kowalski Kendall 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		M		23,358	A	$16.08	91,384.829	D
Common Stock	12/11/2025		M		19,143	A	$13.77	110,527.829	D
Common Stock	12/11/2025		M		6,662	A	$14.81	117,189.829	D
Common Stock	12/11/2025		S		1,547	D	$17.935	115,642.829	D
Common Stock	12/11/2025		F		41,596	D	$17.96(1)	74,046.829	D
Common Stock	12/12/2025		S		2,481	D	$17.805	71,565.829	D
Common Stock								6,723.171	I	By Issuer's Supplemental Stock Purchase and Tax Savings 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
Employee/Director Stock Option (Right to Buy)	$16.08	12/11/2025		M			23,358	03/26/2022(3)	03/26/2031	Common Stock	23,358	$0.0000	0.0000	D
Employee/Director Stock Option (Right to Buy)	$14.81	12/11/2025		M			6,662	05/01/2019(3)	05/01/2028	Common Stock	6,662	$0.0000	0.0000	D
Employee/Director Stock Option (Right to Buy)	$13.77	12/11/2025		M			19,143	05/01/2020(3)	05/01/2029	Common Stock	19,143	$0.0000	0.0000	D

Explanation of Responses:

1. Price represents a weighted average of the disposition price. Shares were disposed at prices ranging from $17.931 to $18.00. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares disposed at each separate price.

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.

3. The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant. The date reported is the first anniversary when a portion of the options first become exercisable.

	Rachel L. Lawless, Attorney-in-Fact	12/15/2025
	** 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).
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FAQ

What insider transaction did Huntington Bancshares (HBAN) report in this Form 4?

A Huntington Bancshares Chief Information Officer reported multiple insider transactions on December 11–12, 2025, including stock option exercises and share disposals in the company’s common stock.

Which Huntington Bancshares stock options were exercised by the CIO?

The CIO exercised employee stock options to purchase 23,358 shares at $16.08, 19,143 shares at $13.77 and 6,662 shares at $14.81 of Huntington Bancshares common stock.

How many Huntington Bancshares shares did the CIO sell or dispose of?

The CIO disposed of 1,547 shares at a weighted average price of $17.935 on December 11, 2025, 41,596 shares coded "F" at $17.96 on the same date, and 2,481 shares at $17.805 on December 12, 2025.

How many Huntington Bancshares shares does the CIO own after these transactions?

After the reported transactions, the CIO beneficially owned 71,565.829 Huntington Bancshares common shares directly and 6,723.171 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan.

What does the footnote about the $17.935 price on Huntington Bancshares stock explain?

The footnote states that $17.935 is a weighted average price for shares disposed, with individual sale prices ranging from $17.931 to $18.00, and that detailed price breakdowns will be provided upon request.

How do the vesting terms for the exercised Huntington Bancshares stock options work?

The filing explains that the options become exercisable in four equal annual increments starting on the first anniversary of the grant date, and that the reported date is when a portion of the options first became exercisable.