Huntington Bancshares (HBAN) executive has shares withheld for RSU taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Amit Dhingra had 7,864 shares of common stock withheld on February 27, 2026 to cover taxes on a vesting restricted stock unit award. This was a tax-withholding disposition, not an open-market sale, and reflects automatic share retention for payroll taxes.

After this transaction, Dhingra directly held 147,769.935 common shares and had an additional 7,084.794 shares held indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan. The Form 4 also includes a standard disclaimer stating that this filing is not an admission of beneficial ownership.

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)
02/27/2026

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	02/27/2026		F		7,864(1)	D	$16.8	147,769.935	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. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award.

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	03/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did HBAN executive Amit Dhingra report?

Amit Dhingra reported a tax-related share disposition. On February 27, 2026, 7,864 Huntington Bancshares common shares were withheld to satisfy tax obligations from a vesting restricted stock unit award, rather than being sold in the open market.

Was the HBAN insider transaction an open-market stock sale?

No, the HBAN insider transaction was not an open-market sale. Shares were withheld to cover tax withholding when a restricted stock unit award vested, classified as a tax-withholding disposition under code F, rather than a discretionary sale of shares into the market.

How many Huntington Bancshares shares does Amit Dhingra hold after the transaction?

After the transaction, Amit Dhingra directly holds 147,769.935 Huntington Bancshares common shares. He also has 7,084.794 shares held indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan, according to the reported ownership balances following the Form 4 transactions.

What does transaction code F mean in the HBAN Form 4 filing?

Transaction code F indicates a tax-withholding disposition. It means shares were used to pay the exercise price or tax liability, here to satisfy tax withholding on a vesting restricted stock unit award, instead of being sold as a regular open-market transaction.

Does the HBAN Form 4 admit that Amit Dhingra is the beneficial owner of all reported shares?

No, the Form 4 includes a standard disclaimer on beneficial ownership. It states that the filing should not be construed as an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other legal purpose.