Huntington Bancshares (HBAN) executive granted 21,213 restricted stock units

Rhea-AI Filing Summary

Dhingra Amit reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares Chief Enterprise Payments Officer Amit Dhingra reported an award of 21,213 shares of common stock in the form of restricted stock units at a price of $0.0000 per share. The award vests in two equal parts, with 50% on the third anniversary of the March 2, 2026 grant date and 50% on the fourth anniversary. After this grant, he directly holds 168,982.935 common shares and indirectly holds 7,084.794 shares through the issuer’s Supplemental Stock Purchase and Tax Savings Plan.

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

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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^*

Dhingra Amit

(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)
	Chief Enterprise Pmts Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		21,213(1)	A	$0.0000	168,982.935	D
Common Stock								7,084.794	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

Explanation of Responses:

1. An award of restricted stock units, to be released in shares of common stock, that vests in two equal installments: 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant.

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.

	Rachel L. Lawless, Attorney-in-Fact	03/04/2026
	** 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 HBAN executive Amit Dhingra report?

Amit Dhingra reported receiving 21,213 Huntington Bancshares common shares as a restricted stock unit award. The grant was recorded at a per-share price of $0.0000, reflecting compensation rather than an open-market purchase, and follows a long-term vesting schedule tied to service.

How do the new restricted stock units for HBAN’s Amit Dhingra vest?

The restricted stock units vest in two equal installments over four years from grant. 50% vest on the third anniversary of the March 2, 2026 grant date and the remaining 50% on the fourth anniversary, encouraging longer-term executive alignment with Huntington Bancshares.

How many Huntington Bancshares shares does Amit Dhingra hold after this Form 4?

Following the reported award, Amit Dhingra directly holds 168,982.935 Huntington Bancshares common shares. He also has indirect ownership of 7,084.794 common shares through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, as disclosed in the Form 4 ownership details.

Was the HBAN Form 4 transaction for Amit Dhingra a market buy or sell?

The Form 4 shows a grant or award acquisition, not a market buy or sell. The 21,213-share transaction is coded as an award at $0.0000 per share, indicating stock-based compensation rather than an open-market transaction in Huntington Bancshares stock.

What indirect HBAN share ownership does Amit Dhingra report?

Amit Dhingra reports indirect ownership of 7,084.794 Huntington Bancshares common shares. These shares are held through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, which is noted as the nature of indirect ownership in the Form 4 filing’s transaction table.