53,034-share equity award to Huntington Bancshares (HBAN) Chief Risk Officer

Rhea-AI Filing Summary

Huntington Bancshares Senior Executive Vice President and Chief Risk Officer Senthilkumar Santhanakrishnan received an equity award tied to the company’s common stock. On March 2, 2026, he acquired 53,034 restricted stock units at a grant price of $0.00 per share, increasing his directly held common stock to 82,002 shares.

The award consists of restricted stock units that will be released in shares of common stock, vesting in two equal installments: 50% on the third anniversary of the grant date and 50% on the fourth anniversary. This structure encourages longer-term alignment between the executive and shareholders.

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^*

Santhanakrishnan Senthilkumar

(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)
	SEVP; Chief Risk Officer

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	82,002	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. 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.

	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 Huntington Bancshares (HBAN) disclose in this Form 4?

Huntington Bancshares disclosed an equity award to its Chief Risk Officer, Senthilkumar Santhanakrishnan. He received 53,034 restricted stock units tied to common stock, granted at $0.00 per share, with vesting over several years to support long-term incentive alignment.

How many shares did HBAN’s Chief Risk Officer acquire in this transaction?

The Chief Risk Officer acquired 53,034 restricted stock units linked to Huntington Bancshares common stock. These units convert into shares upon vesting, providing a significant equity-based incentive designed to align executive interests with long-term shareholder value and company performance.

What is the vesting schedule for the 53,034 restricted stock units at HBAN?

The 53,034 restricted stock units vest in two equal installments. Half vests on the third anniversary of the grant date and the remaining half on the fourth anniversary, creating a multi-year retention and performance incentive for the Chief Risk Officer at Huntington Bancshares.

What is the total common stock ownership of the HBAN executive after this grant?

After the grant, the reporting executive directly holds 82,002 shares of Huntington Bancshares common stock. This figure reflects his ownership immediately following the 53,034-unit restricted stock award, highlighting a meaningful personal equity stake in the company’s future performance.

Was this HBAN Form 4 transaction a market purchase or sale?

This transaction was an award-related acquisition, not a market trade. The Form 4 shows a grant of 53,034 restricted stock units at a price of $0.00 per share, categorized as a grant, award, or other acquisition rather than an open-market buy or sell.

What executive role does the reporting person hold at Huntington Bancshares?

The reporting person, Senthilkumar Santhanakrishnan, serves as Senior Executive Vice President and Chief Risk Officer at Huntington Bancshares. His position involves overseeing the company’s risk management framework, and the equity award ties part of his compensation directly to shareholder outcomes.