Chief Information Officer Kowalski Kendall A exercised 49,163 shares at a strike of $15.01, sold $71,920 worth of shares (4,028 units at $17.85) and covered exercise/tax liability with 41,596 shares, increasing direct ownership by 5% to 71,566 units (SEC Form 4)
$HBAN
Major Banks
Finance
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC /MD/ [ HBAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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). | ||
| 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. | ||