Executive at Huntington Bancshares (HBAN) granted 53,034 stock units

Rhea-AI Filing Summary

Kleinman Scott D reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares Senior Executive Vice President Scott D. Kleinman reported an award of 53,034 shares of common stock on March 2, 2026 as a grant of restricted stock units at a price of $0.00 per share.

The award vests in two equal installments, with 50% vesting on the third anniversary of the grant date and 50% on the fourth anniversary. After this grant, Kleinman holds 476,679.246 shares of common stock directly and 359.076 shares indirectly 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kleinman Scott D

(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)
03/02/2026

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		53,034(1)	A	$0.0000	476,679.246	D
Common Stock								359.076	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).
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 Scott D. Kleinman report for HBAN?

Scott D. Kleinman reported an acquisition through an equity award. He received a grant of 53,034 restricted stock units in Huntington Bancshares common stock on March 2, 2026, classified as a grant, award, or other acquisition rather than an open-market purchase.

How many Huntington Bancshares shares were granted to Scott D. Kleinman?

Kleinman was granted 53,034 shares of common stock-equivalent units. These are restricted stock units that will be released in shares of Huntington Bancshares common stock, increasing his reported direct holdings as they vest according to the specified schedule over time.

What is the vesting schedule for Scott D. Kleinman’s restricted stock units at HBAN?

The restricted stock units vest in two equal installments. According to the disclosure, 50% of the 53,034-unit award vests on the third anniversary of the grant date and the remaining 50% vests on the fourth anniversary, after which shares are released.

What are Scott D. Kleinman’s direct holdings of HBAN common stock after this award?

After the grant, Kleinman directly holds 476,679.246 shares. This figure reflects his total direct ownership of Huntington Bancshares common stock reported following the 53,034-unit restricted stock award dated March 2, 2026.

Does Scott D. Kleinman hold Huntington Bancshares shares indirectly through a plan?

Yes, he reports indirect ownership through a company plan. The filing lists 359.076 shares of Huntington Bancshares common stock held indirectly via the Issuer's Supplemental Stock Purchase and Tax Savings Plan in addition to his direct holdings.

Did Scott D. Kleinman pay a purchase price for the 53,034 HBAN units?

No purchase price was reported for the award. The transaction price per share is shown as $0.0000, indicating this was a compensatory grant of restricted stock units rather than a cash purchase in the open market.

What disclaimer does Scott D. Kleinman include about beneficial ownership of HBAN shares?

The filing includes a standard beneficial ownership disclaimer. It states that submitting the report should not be construed as an admission that he is the beneficial owner of the securities for purposes of Section 16 or otherwise.