[Form 4] Huntington Bancshares Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Huntington Bancshares Inc. (HBANP) – Form 4 filing dated 07/03/2025

Chief Enterprise Payments Officer Amit Dhingra reported routine, plan-based acquisitions on 07/01/2025:

• 592.234 common shares acquired directly at a stated price of $0.00.
• 63.423 common shares acquired indirectly through the Issuer’s Supplemental Stock Purchase and Tax Savings Plan.

Post-transaction ownership stands at 164,738.787 shares held directly and 6,959.05 shares held indirectly via the plan. No dispositions were reported, and no derivative securities were involved.

The filing indicates ongoing participation in company equity plans rather than open-market buying or selling. The amounts are modest relative to the company’s share count and do not, on their own, imply a material change in insider sentiment or corporate outlook.

Insights

Securities Analyst

TL;DR: Routine, low-dollar plan acquisition; neutral signal for HBANP.

The report shows a senior officer adding approximately 655.7 shares at no cost via compensation and savings plans. Such transactions are common and largely automatic, carrying limited informational value for investors. The direct stake rose to 164.7k shares—still below the 1 % ownership threshold—so governance influence is unchanged. No sales occurred, slightly positive, but the scale is immaterial to valuation. Overall impact on share price perception is negligible.

Corporate Governance Expert

TL;DR: Administrative update; no governance or control implications.

Rule 10b5-1 language is present, but the box is unchecked, confirming this is not a pre-arranged trading plan. The acquisition through the Supplemental Plan reflects standard employee benefit participation, not strategic accumulation. There is no change in reporting status, and ownership remains well below levels that would raise control or anti-takeover considerations. Filing accuracy and timing adhere to Section 16 requirements.

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^*

Tate Jeffrey L.

(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)
07/01/2025

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	07/01/2025		A		453.393	A	$0.0000	112,196.027	D
Common Stock	07/01/2025		A		45.729	A	$0.0000	5,018.47	I	Director Deferred Compensation Plan(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

	Anne Kruger, Attorney-in-Fact	07/03/2025
	** 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 HBANP shares did Amit Dhingra acquire on 07/01/2025?

592.234 shares directly and 63.423 shares indirectly through a company savings plan.

What is Amit Dhingra’s total HBANP ownership after the reported transactions?

He holds 164,738.787 shares directly and 6,959.05 shares indirectly.

Were any HBANP shares sold in this Form 4 filing?

No. The filing lists only acquisitions; no dispositions were reported.

Did the transaction occur under a Rule 10b5-1 trading plan?

The relevant checkbox is unchecked, indicating it was not executed under a Rule 10b5-1 plan.

Does this filing indicate a significant change in Huntington Bancshares’ insider ownership?

No. The amounts acquired are small relative to the company’s outstanding shares and do not materially alter insider ownership levels.