Huntington Bancshares (HBAN) SVP earns PSU stock award and defers shares

Rhea-AI Filing Summary

Huntington Bancshares Senior Exec. V.P. Helga Houston reported a stock-based compensation event. She received 111,715.731 shares of common stock at $0.0000 per share as a grant earned for the 2023–2025 performance share unit award cycle.

To cover associated tax liabilities on the vesting of these performance share units, 36,504 shares were withheld at $16.12 per share, a non‑market, tax-withholding disposition rather than an open‑market sale. After these transactions, she holds 573,159.960 shares directly.

She also holds additional shares indirectly through company plans, including 441,071.493 shares via an Executive Deferred Compensation Plan and 19,556.947 shares via the issuer’s Supplemental Stock Purchase and Tax Savings Plan, reflecting deferrals and transfers from her direct holdings.

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

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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^*

Houston Helga

(Last) (First) (Middle)

HUNTINGTON CENTER

41 S. HIGH STREET

(Street)

COLUMBUS OH 43215

(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)
03/09/2026

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	03/09/2026		A		111,715.731(1)	A	$0.0000	643,177.666	D
Common Stock	03/09/2026		F		36,504(2)	D	$16.12	573,159.96(3)	D
Common Stock								441,071.493(4)	I	By Executive Deferred Compensation Plan(5)
Common Stock								19,556.947	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(5)

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

Explanation of Responses:

1. Shares earned for the 2023-2025 performance share unit (PSU) award cycle.

2. Shares were withheld to cover the associated tax liability upon the vesting of performance share units.

3. Ms. Houston deferred receipt of 33,513.706 shares which were moved from her Direct holdings to her Executive Deferred Compensation Plan Indirect holdings.

4. Reflects the transfer of shares from directly-owned to the Executive Deferred Compensation Plan.

5. 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.

	Rachel L. Lawless, Attorney-in-Fact	03/11/2026
	** 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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FAQ

What insider transaction did Helga Houston report in Huntington Bancshares (HBAN) Form 4?

Helga Houston reported a stock-based compensation event, not an open-market trade. She received a large common stock grant tied to 2023–2025 performance share units, with a portion of the shares withheld to satisfy tax obligations at vesting.

How many Huntington Bancshares (HBAN) shares were granted to Helga Houston?

She was granted 111,715.731 shares of Huntington Bancshares common stock at $0.0000 per share. The grant represents shares earned for the 2023–2025 performance share unit award cycle, according to the accompanying explanatory footnote.

How many Huntington Bancshares (HBAN) shares were withheld for taxes in this Form 4?

A total of 36,504 shares of Huntington Bancshares common stock were withheld at $16.12 per share. The shares were retained by the issuer to cover the associated tax liability triggered by the vesting of performance share units, not sold on the open market.

What are Helga Houston’s direct share holdings in Huntington Bancshares (HBAN) after the reported transactions?

Following the grant and related tax withholding, Helga Houston directly holds 573,159.960 shares of Huntington Bancshares common stock. This figure reflects her remaining direct ownership after shares earned from performance units and the shares withheld to satisfy tax obligations.

What indirect Huntington Bancshares (HBAN) holdings does Helga Houston report?

She reports 441,071.493 shares held indirectly through an Executive Deferred Compensation Plan and 19,556.947 shares through the issuer’s Supplemental Stock Purchase and Tax Savings Plan. Some directly owned shares were deferred and transferred into the Executive Deferred Compensation Plan structure.

Was Helga Houston’s Huntington Bancshares (HBAN) Form 4 transaction an open-market purchase or sale?

No, the Form 4 reflects a compensation-related stock grant and tax withholding. Shares were granted for a performance share unit cycle, and a portion was withheld to pay taxes, so there was no open-market buying or selling activity reported.