Helga Houston (HBAN) receives 35,798-share equity award at Huntington Bancshares

Rhea-AI Filing Summary

Houston Helga reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares Senior Executive Vice President Helga Houston reported an equity award in the form of 35,798 shares of common stock on March 2, 2026. The award consists of restricted stock units granted at no cash cost, vesting 50% on the third anniversary of the grant date and 50% on the fourth anniversary.

After this grant, Houston directly holds 531,461.935 shares of common stock. She also reports indirect holdings of 407,557.787 shares through an Executive Deferred Compensation Plan and 19,556.947 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

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^*

Houston Helga

(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		35,798(1)	A	$0.0000	531,461.935	D
Common Stock								407,557.787	I	By Executive Deferred Compensation Plan(2)
Common Stock								19,556.947	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 did Helga Houston report in the latest HBAN Form 4 filing?

Helga Houston reported an equity award of 35,798 shares of Huntington Bancshares common stock on March 2, 2026. The grant is in the form of restricted stock units, awarded at no cash cost, and increases her reported direct and indirect share holdings.

How do the restricted stock units granted to Helga Houston vest at Huntington Bancshares (HBAN)?

The restricted stock units granted to Helga Houston vest in two equal installments: 50% on the third anniversary of the grant date and 50% on the fourth anniversary. Once vested, they are released as shares of Huntington Bancshares common stock.

How many Huntington Bancshares (HBAN) shares does Helga Houston hold after this Form 4 transaction?

Following the reported grant, Helga Houston directly holds 531,461.935 Huntington Bancshares common shares. She also has indirect holdings of 407,557.787 shares via an Executive Deferred Compensation Plan and 19,556.947 shares via a Supplemental Stock Purchase and Tax Savings Plan.

Was cash paid for the Helga Houston restricted stock unit grant at Huntington Bancshares (HBAN)?

No cash was paid for the award to Helga Houston, as the transaction price per share is listed as 0.0000. The Form 4 characterizes this as a grant, award, or other acquisition of restricted stock units rather than an open-market purchase.

What types of indirect ownership does Helga Houston report in HBAN stock?

Helga Houston reports indirect ownership of Huntington Bancshares common stock through two plans: 407,557.787 shares held by an Executive Deferred Compensation Plan and 19,556.947 shares held by the issuer’s Supplemental Stock Purchase and Tax Savings Plan, in addition to her direct holdings.

What does the Form 4 say about Helga Houston’s beneficial ownership of HBAN securities?

A footnote states that the filing should not be construed as an admission that Helga Houston is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, providing a standard beneficial ownership disclaimer.