Huntington Bancshares (HBAN) exec withholds shares for taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Brendan A. Lawlor reported a tax-withholding disposition of 2,525 shares of common stock at $16.80 per share. The shares were withheld to cover taxes on a restricted stock unit vesting, and he now holds 39,872.633 shares directly.

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^*

Lawlor Brendan 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)
	Executive VP and CCO

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		2,525(1)	D	$16.8	39,872.633	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. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award.

	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).
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FAQ

What insider transaction did HBAN executive Brendan Lawlor report?

Brendan A. Lawlor reported 2,525 Huntington Bancshares common shares disposed of at $16.80 per share. The filing notes these shares were withheld by the company to satisfy his tax obligations on a restricted stock unit award vesting, not an open-market sale.

Was Brendan Lawlor’s HBAN share transaction an open-market sale?

No, Brendan Lawlor’s reported transaction was not an open-market sale. The Form 4 states the 2,525 shares were withheld to cover his tax withholding obligation upon vesting of a restricted stock unit award, making it an administrative tax-withholding disposition.

How many HBAN shares does Brendan Lawlor hold after this Form 4?

After the tax-withholding disposition, Brendan Lawlor beneficially owns 39,872.633 Huntington Bancshares common shares directly. This figure, disclosed in the Form 4, reflects his holdings immediately following the 2,525-share withholding for RSU-related taxes.

What does transaction code F mean in Brendan Lawlor’s HBAN Form 4?

Transaction code F indicates a disposition of shares to pay an exercise price or satisfy tax liabilities. In Lawlor’s case, the 2,525 Huntington shares were withheld to cover tax withholding obligations when his restricted stock unit award vested, rather than being sold in the market.

What price was used for Brendan Lawlor’s HBAN tax-withholding shares?

The Form 4 reports a price of $16.80 per Huntington Bancshares share for the 2,525 shares withheld. This price is used solely to calculate the value of shares applied toward satisfying Brendan Lawlor’s tax withholding obligation on the restricted stock unit vesting.