Huntington Bancshares (HBAN) exec has 31,278 shares withheld for RSU tax

Rhea-AI Filing Summary

Huntington Bancshares Senior Executive Vice President Scott D. Kleinman had 31,278 shares of common stock withheld at $16.80 per share on February 27, 2026 to cover taxes upon vesting of a restricted stock unit award. He now directly holds 423,645.246 shares, plus 359.076 shares held indirectly 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)
02/27/2026

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	02/27/2026		F		31,278(1)	D	$16.8	423,645.246	D
Common Stock								359.076	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. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award.

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	03/03/2026
	** 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 transaction did HBAN executive Scott D. Kleinman report?

Scott D. Kleinman reported shares withheld to cover taxes on restricted stock unit vesting. On February 27, 2026, 31,278 Huntington Bancshares common shares were withheld at $16.80 per share, classified as a tax-withholding disposition rather than an open-market sale.

How many Huntington Bancshares (HBAN) shares were withheld for Kleinman’s taxes?

A total of 31,278 Huntington Bancshares common shares were withheld to satisfy Scott D. Kleinman’s tax obligations. The withholding occurred upon vesting of a restricted stock unit award and used a reference price of $16.80 per share for the tax calculation.

How many HBAN shares does Scott D. Kleinman own after this Form 4 filing?

After the tax-withholding transaction, Scott D. Kleinman directly owns 423,645.246 Huntington Bancshares common shares. In addition, 359.076 shares are held indirectly through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, as disclosed in the ownership breakdown.

Was the HBAN insider transaction an open-market sale of shares?

The filing classifies the transaction as a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to cover Kleinman’s tax liability when his restricted stock units vested, rather than being sold on the open market to outside buyers.

How is Kleinman’s indirect ownership in Huntington Bancshares (HBAN) structured?

Kleinman’s indirect ownership consists of 359.076 Huntington Bancshares common shares. These shares are held through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, meaning they are plan-held rather than directly registered in his personal name on the company’s books.

What disclaimer about beneficial ownership is included in the HBAN Form 4?

The Form 4 states it should not be construed as an admission that Kleinman is the beneficial owner of the securities. This standard disclaimer limits any inference about his ultimate economic or voting interest for purposes of Section 16 of the Securities Exchange Act.