Equity grant adds 30,494 units to Huntington (HBAN) HR chief

Rhea-AI Filing Summary

Pohmer Sarah E reported acquisition or exercise transactions in this Form 4 filing.

Huntington Bancshares reported that executive Sarah E. Pohmer, its SEVP–Chief Human Resources Officer, received a grant of 30,494 shares of common stock in the form of restricted stock units at a stated 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. Following this grant, Pohmer’s directly owned common stock holdings total 185,058.906 shares.

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^*

Pohmer Sarah E

(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-CHRO

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		30,494(1)	A	$0.0000	185,058.906	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).
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FAQ

What insider transaction did Huntington Bancshares (HBAN) report for Sarah E. Pohmer?

Huntington Bancshares reported that SEVP–CHRO Sarah E. Pohmer received a grant of 30,494 restricted stock units. These units will settle in common stock over time, increasing her equity-based compensation and aligning her interests with long-term shareholder value.

How many restricted stock units were granted to the HBAN executive and at what price?

Sarah E. Pohmer was granted 30,494 restricted stock units of Huntington Bancshares common stock at a stated price of $0.00 per share. This indicates an equity award, not an open-market purchase, structured as part of her executive compensation package.

What is the vesting schedule for Sarah E. Pohmer’s HBAN restricted stock units?

The 30,494 restricted stock units vest in two equal installments. According to the filing, 50% vest on the third anniversary of the grant date and the remaining 50% vest on the fourth anniversary, encouraging longer-term retention and performance alignment.

How many Huntington Bancshares shares does Sarah E. Pohmer own after this Form 4 transaction?

After the reported award, Sarah E. Pohmer directly owns 185,058.906 shares of Huntington Bancshares common stock. This total reflects her holdings following the addition of the newly granted restricted stock units disclosed in the Form 4 filing.

Is Sarah E. Pohmer’s HBAN Form 4 transaction a purchase or an equity award?

The Form 4 describes the transaction as a grant or award acquisition, not a market purchase. The 30,494 units were awarded at $0.00 per share as restricted stock units, forming part of her compensation rather than a discretionary buy or sell.