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).
1. Name and Address of Reporting Person *
Heller Paul G

(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)
Sr. EVP & Chief Technology Off
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2022
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 05/04/2022 M 31,673 A $ 8.57 524,865.085 D
Common Stock 05/04/2022 M 31,672 A $ 8.57 556,537.085 D
Common Stock 05/04/2022 M 6,958 A $ 10.06 563,495.085 D
Common Stock 05/04/2022 M 2,982 A $ 10.06 566,477.085 D
Common Stock 05/04/2022 F 25,369 D $ 13.48 541,108.085 D
Common Stock 05/04/2022 F 25,384 D $ 13.46 515,724.085 D
Common Stock 05/04/2022 S 51,354.152 D $ 13.4613 (1) 464,369.933 D
Common Stock 6,808.82 I By Issuer's Supplemental Stock Purchase and Tax Savings 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) $ 10.06 05/04/2022 M 2,982 05/01/2017 05/01/2026 Common Stock 2,982 $ 0 6,958 D
Employee/Director Stock Option (Right to Buy) $ 10.06 05/04/2022 M 6,958 05/01/2017 05/01/2026 Common Stock 6,958 $ 0 0 D
Employee/Director Stock Option (Right to Buy) $ 8.57 05/04/2022 M 31,672 05/01/2021 05/01/2030 Common Stock 31,672 $ 0 158,362 D
Employee/Director Stock Option (Right to Buy) $ 8.57 05/04/2022 M 31,673 05/01/2021 05/01/2030 Common Stock 31,673 $ 0 126,689 D
Employee/Director Stock Option (Right to Buy) $ 13.09 05/01/2018 05/01/2027 Common Stock 74,733 74,733 D
Employee/Director Stock Option (Right to Buy) $ 13.77 05/01/2020 05/01/2029 Common Stock 176,701 176,701 D
Employee/Director Stock Option (Right to Buy) $ 14.81 05/01/2019 05/01/2028 Common Stock 135,658 135,658 D
Employee/Director Stock Option (Right to Buy) $ 16.08 03/26/2022 03/26/2031 Common Stock 126,262 126,262 D
Explanation of Responses:
1. This transaction was executed in multiple trades ranging from $13.46 to $13.475. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
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.
Kirk D. Johnson, Attorney-in-Fact 05/05/2022
** 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).
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