Form 4: HBAN Director Phelan Boosts Stock Holdings

Huntington Bancshares Director Kenneth J. Phelan reported an increase in his beneficial ownership of common stock through recent acquisitions.

Summary

• Director Kenneth J. Phelan acquired a total of 1,334.444 shares of Huntington Bancshares Inc. common stock on October 1, 2025.
• The acquisitions include 851.349 shares acquired directly and 483.095 shares acquired indirectly through a Director Deferred Compensation Plan.
• The acquisition price for all shares was reported as $0.0000, indicating these were likely grants or conversions rather than open market purchases.
• Following these transactions, Mr. Phelan's direct beneficial ownership stands at 134,445.125 shares, and his indirect beneficial ownership is 54,075.157 shares.
• A Substitute Power of Attorney was executed on September 30, 2025, appointing Rachel L. Lawless, Robert Matthew Pearson, and Virginia L. Mockler as substitute attorneys-in-fact for Section 16 reporting purposes for Mr. Phelan.

Sentiment

Score: 7

Explanation: A director increasing their beneficial ownership, even if through grants or deferred compensation, generally signals continued alignment with shareholder interests and confidence in the company's long-term prospects. The $0 acquisition price indicates these were not open market purchases, which would typically carry a stronger positive signal.

Positives

• Director Kenneth J. Phelan increased his beneficial ownership of Huntington Bancshares Inc. common stock by 1,334.444 shares, signaling continued alignment with shareholder interests.
• The increase in holdings, including shares from a Director Deferred Compensation Plan, demonstrates ongoing participation in company equity programs by a key director.
• Total beneficial ownership for Mr. Phelan now stands at 188,520.282 shares, reflecting a substantial stake in the company.

Risks

• The filing of this statement should not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of the securities.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This insider transaction report reflects a director's individual equity holdings and does not directly provide insights into broader industry trends or competitive positioning within the banking sector. However, increased insider ownership can be viewed positively by the market.

Corporate Governance

Related Party Transactions

• The indirect acquisition of 483.095 shares through a Director Deferred Compensation Plan represents a transaction facilitated by an internal company program for directors.

Stakeholder Impact

• Shareholders may view the director's increased beneficial ownership as a positive sign of confidence in the company's future performance and alignment of interests.
• Regulatory bodies will note the timely and compliant disclosure of insider transactions, reinforcing transparency.

Next Steps

• Kenneth J. Phelan will continue to be subject to Section 16 reporting requirements for his holdings and transactions in Huntington Bancshares Incorporated securities.

Key Dates

Recommendation

While a director increasing their stake is generally a positive signal, the acquisitions were at a $0.0000 price, indicating they were likely grants or conversions from a deferred compensation plan rather than open market purchases. This suggests continued confidence and alignment but does not provide a strong catalyst for a 'buy' recommendation based solely on this filing. Investors should hold and monitor further developments.

Keywords

Huntington Bancshares, HBAN, Kenneth Phelan, Form 4, Insider Transaction, Director Ownership, Stock Acquisition, Beneficial Ownership, Corporate Governance