[Form 4] Huntington Bancshares Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Timothy W. Miller, EVP & Chief Communications Officer of Huntington Bancshares Inc. (ticker: HBAN), reported a transaction on 09/03/2025 in which 480 shares of Common Stock were disposed at a reported price of $17.61. The filing explains these shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of a restricted stock unit award. After the transaction, Mr. Miller is reported to beneficially own 60,632.857 shares directly. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Transparent disclosure: The Form 4 reports the transaction and explains it was for tax withholding on RSU vesting.
• Continued ownership: The reporting person retains 60,632.857 shares after the disposition, indicating ongoing stake alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding sale tied to RSU vesting; not an indicator of a material change in ownership or company outlook.

The Form 4 discloses a small disposal of 480 shares executed to meet tax-withholding obligations arising from RSU vesting. The reported per-share price is $17.61 and the reporting person retains over 60,000 shares after the transaction, indicating ongoing material alignment with shareholders. This type of filing is common when equity awards vest and typically has minimal market impact absent larger or repeated sales.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; transaction is administrative in nature and consistent with equity compensation practices.

The explanatory note explicitly states shares were withheld for tax withholding on vesting, which aligns with standard executive compensation mechanics. The timely filing and signature by an attorney-in-fact reflect procedural compliance. There is no indication of unusual timing, size relative to total holdings, or related-party complexity in this disclosure.

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
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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^*

Miller Timothy 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Communications Off

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		F		480(1)	D	$17.61	60,632.857	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 shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award.

	Anne Kruger, Attorney-in-Fact	09/04/2025
	** 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 insider Timothy W. Miller report on Form 4?

The filing shows a disposition of 480 shares on 09/03/2025 at a reported price of $17.61, with an explanatory note that shares were withheld to satisfy tax withholding upon RSU vesting.

How many shares does Timothy W. Miller beneficially own after the reported transaction?

The Form 4 reports 60,632.857 shares beneficially owned following the transaction.

Why were the 480 shares disposed according to the Form 4?

The filing states the shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of a restricted stock unit award.

When was the Form 4 signed and who signed it?

The Form 4 shows a signature by Anne Kruger, Attorney-in-Fact dated 09/04/2025.

Does this Form 4 indicate a large change in insider ownership for HBAN?

No. The disposal was 480 shares and the reporting person still holds 60,632.857 shares, suggesting no material change in overall insider ownership based on this filing alone.