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).
X
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*
Syal Rajeev

(Last) (First) (Middle)
HUNTINGTON CENTER
41 S. HIGH STREET

(Street)
COLUMBUS OH 43287

(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)
Senior Exec. V.P.
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2024
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 05/01/2024 M 48,564 A $8.57 348,609.473 D
Common Stock 05/01/2024 F 2,212 D $13.56 346,397.473 D
Common Stock 05/01/2024 S 4,192 D $13.845 342,205.473 D
Common Stock 05/01/2024 F 5,163 D $13.555 337,042.473 D
Common Stock 05/01/2024 S 7,435 D $13.57 329,607.473 D
Common Stock 05/01/2024 F 9,258 D $13.65 320,349.473 D
Common Stock 05/01/2024 F 14,727 D $13.585 305,622.473 D
Common Stock 05/01/2024 F 14,734 D $13.57 290,888.473 D
Common Stock 05/02/2024 S 11,155 D $13.76 279,733.473 D(1)
Common Stock 389,184.443 I By Executive Deferred Compensation 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) $8.57 05/01/2024 M 48,564 05/01/2021 05/01/2030 Common Stock 48,564 $0.0000 0.0000 D
Explanation of Responses:
1. The reported sale of shares occured automatically pursuant to a Rule 10b5-1 trading plan adopted by Mr. Syal on January 24, 2024.
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 05/03/2024
** 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.