Huntington Bancshares (HBAN) exec gets PSU shares and withholds stock for taxes

Rhea-AI Filing Summary

Huntington Bancshares Senior Exec. V.P. Scott D. Kleinman reported compensation-related stock activity. He acquired 118,287.371 shares of common stock on 2026-03-09 from the 2023-2025 performance share unit award cycle, at a stated price of $0.0000 per share, reflecting a vesting event rather than a market purchase.

On the same date, 52,757.000 shares were disposed of at $16.1200 per share to cover associated tax liabilities upon vesting. After these transactions, he directly holds 547,205.617 common shares and indirectly holds 359.076 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^*

Kleinman Scott D

(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)
03/09/2026

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		118,287.371(1)	A	$0.0000	599,962.617	D
Common Stock	03/09/2026		F		52,757(2)	D	$16.12	547,205.617	D
Common Stock								359.076	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.
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FAQ

What insider transaction did HBAN executive Scott D. Kleinman report?

Scott D. Kleinman reported a compensation-related stock event, not an open-market trade. He received 118,287.371 Huntington Bancshares common shares from the 2023-2025 performance share unit cycle, with a portion simultaneously withheld in shares to satisfy tax obligations tied to that vesting.

How many Huntington Bancshares (HBAN) shares were granted to the executive?

He was granted 118,287.371 shares of Huntington Bancshares common stock. These shares were earned for the 2023-2025 performance share unit award cycle, reflecting long-term incentive compensation rather than a cash purchase in the market or a discretionary insider buying decision.

Why were 52,757 Huntington Bancshares shares disposed of in this Form 4?

The 52,757.000 shares were withheld to cover tax liabilities arising when performance share units vested. This F-code transaction represents payment of taxes by delivering shares back, and is not an open-market sale indicating a change in the executive’s investment outlook.

What price per share was used for the HBAN tax-withholding shares?

The tax-withholding disposition used a price of $16.1200 per Huntington Bancshares share. That value determines how many shares were surrendered to satisfy the tax obligation created by the vesting event, rather than reflecting a voluntary sale into the open market.

How many Huntington Bancshares shares does the executive hold after these transactions?

Following the reported activity, Scott D. Kleinman directly holds 547,205.617 Huntington Bancshares common shares. He also has an indirect holding of 359.076 shares through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, as disclosed in the ownership detail section.

Is this Huntington Bancshares Form 4 a market-buy or market-sell signal?

It is primarily a vesting and tax-withholding event, not a market signal. The A-code grant reflects earned performance share units, while the F-code disposition covers taxes, so neither represents discretionary open-market buying or selling by the executive.