Huntington Bancshares (HBAN) CIO has 6,719 shares withheld for taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Kendall A. Kowalski, the Chief Information Officer, reported an automatic tax-related share withholding. On the vesting of a restricted stock unit award, 6,719 shares of common stock were withheld at $16.80 per share to satisfy tax withholding obligations, rather than sold in the open market. After this tax-withholding disposition, Kowalski directly holds 63,432 shares of Huntington Bancshares common stock and indirectly holds 6,784 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^*

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)
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		6,719(1)	D	$16.8	63,432.304	D
Common Stock								6,783.544	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 Kendall Kowalski report?

Kendall Kowalski reported an automatic tax-withholding disposition of 6,719 Huntington Bancshares common shares. The shares were withheld upon vesting of a restricted stock unit award to cover tax obligations, rather than being sold in an open-market transaction.

Was Kendall Kowalski’s HBAN Form 4 a stock sale or tax withholding?

The Form 4 reflects tax withholding, not a discretionary stock sale. 6,719 shares were withheld to satisfy Kowalski’s tax obligation when restricted stock units vested, consistent with transaction code F for payment of tax liability using shares.

At what price were Kendall Kowalski’s HBAN shares withheld for taxes?

The 6,719 Huntington Bancshares shares were valued at $16.80 per share for tax-withholding purposes. This price determines the value of shares used to satisfy the tax obligation tied to the restricted stock unit vesting event.

How many HBAN shares does Kendall Kowalski hold after this Form 4?

After the tax-withholding disposition, Kowalski directly holds 63,432 Huntington Bancshares common shares. He also has 6,784 additional shares held indirectly through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, according to the reported holdings.

Does Kendall Kowalski’s HBAN Form 4 indicate a change in insider sentiment?

The filing shows an automatic tax-withholding event, not a voluntary stock sale or purchase. Shares were withheld when restricted stock units vested, a routine administrative transaction that does not, by itself, clearly signal a change in insider sentiment.