Huntington Bancshares (NASDAQ: HBAN) grants shares to payments chief

Rhea-AI Filing Summary

Huntington Bancshares Chief Enterprise Payments Officer Amit Dhingra reported routine equity compensation activity in company common stock. He received a grant of 21,552.85 shares earned for the 2023-2025 performance share unit award cycle, with no cash paid for the shares. To cover associated tax liabilities upon vesting, 9,829 shares were withheld at a price of $16.12 per share, which is not an open-market sale. After these transactions, he directly holds 180,706.785 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)
03/09/2026

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		21,552.85(1)	A	$0.0000	190,535.785	D
Common Stock	03/09/2026		F		9,829(2)	D	$16.12	180,706.785	D
Common Stock								7,084.794	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(3)

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. 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 did HBAN executive Amit Dhingra report in this Form 4 filing?

Amit Dhingra reported a routine equity compensation event. He received 21,552.85 Huntington Bancshares common shares from a performance share unit cycle, and 9,829 shares were withheld at $16.12 to satisfy tax obligations related to the vesting.

Was the Huntington Bancshares (HBAN) Form 4 transaction an open-market buy or sell?

The Form 4 does not show an open-market buy or sell. It reflects a grant of shares from performance share units and a tax-withholding disposition, where shares were withheld by the issuer to pay associated taxes rather than sold on the open market.

How many Huntington Bancshares (HBAN) shares does Amit Dhingra hold after this filing?

Following the reported transactions, Amit Dhingra directly holds 180,706.785 Huntington Bancshares common shares. He also has an indirect holding of 7,084.794 shares through the issuer's Supplemental Stock Purchase and Tax Savings Plan, as shown in the ownership table.

What is the source of the 21,552.85 Huntington Bancshares shares reported for Amit Dhingra?

The 21,552.85 shares were earned from the 2023-2025 performance share unit award cycle. These PSUs vested into common stock as part of his compensation, according to the footnote describing the performance share unit award cycle.

Why were 9,829 Huntington Bancshares shares disposed of at $16.12 in the Form 4?

The 9,829 shares disposed of at $16.12 were withheld to cover tax liabilities triggered by vesting of performance share units. This is coded as a tax-withholding disposition, not a discretionary sale into the market by the executive.

How are indirect holdings reported for Amit Dhingra in the HBAN Form 4?

Indirect holdings are reported separately from direct ownership. The filing shows 7,084.794 common shares held indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan, with that plan listed as the nature of ownership.