Huntington (NASDAQ: HBAN) COO granted PSUs, withholds shares for taxes

Rhea-AI Filing Summary

Huntington Bancshares Inc. Chief Corp Operations Officer Prashant Nateri reported routine equity compensation activity in common stock. On March 9, 2026, he acquired 10,724.137 shares through the vesting of a 2023–2025 performance share unit award, at a stated price of $0.0000 per share.

On the same date, 3,175 shares were disposed of at $16.12 per share to cover associated tax liabilities upon vesting, a non-market tax-withholding transaction. Following these transactions, Nateri directly holds 93,989.71 shares of Huntington Bancshares common stock.

Insights

Equity compensation and insider transactions analyst

Routine PSU vesting and tax withholding, with the executive retaining most shares.

Chief Corp Operations Officer Prashant Nateri received 10,724.137 Huntington Bancshares common shares as earned under a 2023–2025 performance share unit cycle. This is a compensation-related award, not an open-market purchase, and reflects prior performance targets being met.

To satisfy tax obligations at vesting, 3,175 shares were withheld at $16.12 per share, a standard non-market disposition categorized as a tax-withholding transaction. After these events, Nateri directly owns 93,989.71 shares, indicating he retained the majority of the vested shares.

The filing shows no derivative exercises or open-market buying or selling, and thus carries limited informational value about his current view on the stock. It primarily updates investors on equity compensation delivery and resulting 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

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^*

Nateri Prashant

(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 Corp Operations 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		10,724.137(1)	A	$0.0000	97,164.71	D
Common Stock	03/09/2026		F		3,175(2)	D	$16.12	93,989.71	D

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.

	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).
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 did HBAN executive Prashant Nateri report in this Form 4?

He reported a grant of 10,724.137 common shares from a 2023–2025 performance share unit cycle and a related tax-withholding disposition. These transactions reflect equity compensation vesting rather than any open-market stock purchase or sale.

Were the HBAN Form 4 transactions open-market buys or sells?

No, the Form 4 for HBAN shows no open-market trades. It reports a compensation-related share award and shares withheld to pay taxes upon vesting, both categorized as non-market transactions under SEC codes A and F.

How many Huntington Bancshares shares did Prashant Nateri receive and for what reason?

He received 10,724.137 common shares of Huntington Bancshares, earned for the 2023–2025 performance share unit award cycle. This reflects previously granted performance-based equity now vesting into actual shares in his name.

Why were 3,175 HBAN shares disposed of in the Form 4 filing?

3,175 shares were disposed of solely to cover the tax liability triggered by vesting of performance share units. The shares were withheld at $16.12 per share, a standard non-market mechanism rather than a discretionary sale in the open market.

What is Prashant Nateri’s HBAN share ownership after these transactions?

After the reported grant and tax withholding, Prashant Nateri directly holds 93,989.71 Huntington Bancshares common shares. This figure reflects his updated direct ownership position following the 2023–2025 performance share unit vesting.

Does the HBAN Form 4 indicate any remaining derivative or option positions?

The provided data show no remaining derivative positions in this Form 4, with the derivative summary empty. The filing focuses on vested common shares and associated tax-withholding, not on options, warrants, or other derivative securities.