[Form 4] Huntington Bancshares Incorporated Insider Trading Activity

Rhea-AI Filing Summary

MTB Form 4 (filed 07/24/25): Sr. EVP Peter D’Arcy reports open-market sales of common shares.

• On 07/22/25, D’Arcy sold 1,937 shares at a $197.17 weighted-average price (range $196.62-$197.60) and 524 shares at $197.82 (range $197.61-$198.05), disposing of 2,461 shares in total.
• Estimated gross proceeds are roughly $0.49 million.
• Direct ownership declined from 11,780 to 9,319 shares, a ~21% reduction.
• He also holds 327 phantom stock units in a Supplemental 401(k) Plan; these are cash-settled and unchanged.

No shares were acquired, no options exercised, and the filing does not reference a Rule 10b5-1 plan. While executives may sell for personal reasons, such disposals can be viewed by investors as a modestly negative sentiment signal absent further context.

Positive

• None.

Negative

• Senior executive sold 2,461 shares (≈21% of direct stake) without citing a 10b5-1 plan, which may be interpreted as a bearish insider signal.

Insights

Equity Analyst

TL;DR: Senior EVP sells 21% of stake; modest cash-out, mildly negative signal, low macro impact.

The sale totals 2,461 shares (~$486k) and cuts D’Arcy’s direct holdings to 9,319 shares. Though dollar size is small relative to MTB’s market cap, the 21% reduction by a top officer can raise questions about management’s near-term outlook or personal diversification needs. No 10b5-1 plan is disclosed, which slightly heightens scrutiny. However, he still retains exposure plus 327 phantom units. From a valuation perspective, the transaction is unlikely to drive price action on its own but adds to insider-selling data that some investors monitor.

Corporate Governance Specialist

TL;DR: Routine Form 4, governance risk low; monitoring insider-trading patterns advised.

The filing is timely and includes weighted-average price footnotes, indicating procedural compliance. Phantom units align incentives through deferred compensation. One-off sales by insiders are generally acceptable; concern rises only if selling is persistent or widespread across leadership. At present, governance impact is neutral, yet investors should track follow-up filings for pattern confirmation.

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).

1. Name and Address of Reporting Person^*

CRANE ANN B

(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)
07/22/2025

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	07/22/2025		A(1)		1,971.48	A	$0.0000	94,036.294	I	Director Deferred Compensation Plan(2)
Common Stock								219,569.833	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.

	Anne Kruger, Attorney-in-Fact	07/24/2025
	** 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

How many M&T Bank (MTB) shares did Peter D’Arcy sell on 07/22/2025?

He disposed of 2,461 common shares across two transactions.

What were the average sale prices reported in the Form 4 for MTB?

Weighted-average prices were $197.17 for 1,937 shares and $197.82 for 524 shares.

How many MTB shares does Peter D’Arcy own after the sale?

His direct ownership dropped to 9,319 shares; he also holds 327 phantom units.

Did the Form 4 show any option exercises or share acquisitions?

No. The filing lists only open-market sales; no acquisitions or option exercises were reported.

What are the phantom common stock units mentioned in the filing?

They are deferred compensation units mirroring 327 shares, payable in cash under the Supplemental 401(k) Plan.

When was the Form 4 for MTB filed with the SEC?

The document was filed on 07/24/2025.