Huntington Bancshares (HBAN) CIO awarded PSU shares, uses stock for taxes

Rhea-AI Filing Summary

Huntington Bancshares Chief Information Officer Kendall A. Kowalski reported equity compensation activity in company common stock. On March 9, 2026, Kowalski acquired 21,816.285 shares at $0.00 per share as a grant earned for the 2023-2025 performance share unit award cycle. On the same date, 9,731 shares at $16.12 per share were withheld to cover associated tax liabilities upon vesting of performance share units, a non-market tax-withholding disposition rather than an open-market sale. Following these transactions, Kowalski held 96,730.589 shares directly and 6,783.544 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kowalski Kendall A

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	21,816.285	$0.00	--
Tax Withholding	Common Stock	9,731	$16.12	$157K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 106,461.589 shares (Direct); Common Stock — 6,783.544 shares (Indirect, By Issuer's Supplemental Stock Purchase and Tax Savings Plan)

Footnotes (1)

1. Shares earned for the 2023-2025 performance share unit (PSU) award cycle. Shares were withheld to cover the associated tax liability upon the vesting of performance share units. 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Kowalski Kendall A

(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 Information 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		21,816.285(1)	A	$0.0000	106,461.589	D
Common Stock	03/09/2026		F		9,731(2)	D	$16.12	96,730.589	D
Common Stock								6,783.544	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	03/09/2026
	** 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 insider transactions did HBAN executive Kendall A. Kowalski report?

Kendall A. Kowalski reported receiving 21,816.285 Huntington Bancshares common shares as a performance share unit award and having 9,731 shares withheld at $16.12 each to satisfy tax liabilities on vesting. The activity reflects compensation and tax withholding, not open-market trading.

Was the HBAN Form 4 a stock purchase or sale by the CIO?

The Form 4 shows a grant of 21,816.285 shares and a related tax-withholding disposition of 9,731 shares at $16.12. These entries represent equity compensation and shares withheld for taxes, rather than a discretionary open-market stock purchase or sale by the Chief Information Officer.

How many HBAN shares does Kendall A. Kowalski hold after these transactions?

After the reported transactions, Kendall A. Kowalski holds 96,730.589 Huntington Bancshares common shares directly and 6,783.544 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan. These figures reflect the updated ownership position disclosed in the Form 4 filing.

What is the significance of the 9,731 HBAN shares withheld at $16.12?

The 9,731 Huntington Bancshares shares withheld at $16.12 were used to cover tax liabilities triggered when performance share units vested. This F-code transaction is a tax-withholding disposition handled by delivering shares, not an open-market sale, and is common in equity compensation programs.

What award cycle generated the HBAN shares granted to Kendall A. Kowalski?

The 21,816.285 Huntington Bancshares shares granted to Kendall A. Kowalski were earned for the 2023-2025 performance share unit award cycle. This reflects performance-based equity compensation that settled in common stock once the multi-year performance conditions were met and the award vested.

Are the indirect HBAN holdings of Kendall A. Kowalski personally controlled?

The filing reports 6,783.544 shares held indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan. A footnote clarifies the statement should not be construed as an admission of beneficial ownership under Section 16, indicating cautious treatment of control and economic interest over those shares.