Hepner Virginia A 4/A

What Happened

• Virginia A. Hepner, a director of Huntington Bancshares Inc. (HBAN), was issued 70,779 shares of Huntington common stock on Feb 1, 2026. The shares were acquired at $0.00 as part of Huntington’s acquisition of Cadence Bank (transaction code A — award/acquisition). Reported value on Form 4 is $0 because the shares were issued in connection with the merger conversion rather than a cash purchase.

Key Details

• Transaction date: 2026-02-01; Filing (amendment) date: 2026-02-12.
• Shares acquired: 70,779 at $0.00 (total reported cash value $0).
• Shares owned after transaction: 70,779 (these shares were also reported on a Form 3 filed the same date).
• Footnote: Shares were issued under the merger—each Cadence share converted into 2.475 Huntington shares per the merger agreement.
• Amendment/Correction: This Form 4 amends prior reporting to correct an underreporting of 83 shares (previously reported as 70,696).
• Timeliness: The amendment was filed 11 days after the transaction date; the filing window for original Form 4s is within two business days of the transaction (this document is an amended filing).

Context

• These shares resulted from a stock conversion tied to a corporate acquisition (not an open-market purchase), so they reflect merger consideration rather than insider buying/selling intent. Such merger-related issuances are routine and do not necessarily signal the director’s market view.