Huntington (HBAN) EVP reports RSU tax withholding of 4,546 shares

Rhea-AI Filing Summary

Huntington Bancshares executive reports tax-related share withholding

Nancy E. Maloney, Executive Vice President and Controller of Huntington Bancshares, reported a Form 4 transaction where 4,546 shares of common stock were withheld at $16.80 per share to cover taxes upon vesting of a restricted stock unit award. After this tax-withholding disposition, she directly holds 117,309.192 common shares.

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^*

Maloney Nancy E

(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 V.P. and Controller

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		4,546(1)	D	$16.8	117,309.192	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).
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 Huntington Bancshares (HBAN) report for Nancy E. Maloney?

Huntington Bancshares reported that Executive Vice President and Controller Nancy E. Maloney had 4,546 common shares withheld to cover taxes upon vesting of a restricted stock unit award. The Form 4 lists this as a tax-withholding disposition at $16.80 per share.

Was the Huntington Bancshares (HBAN) Form 4 transaction an open-market sale?

No, the Form 4 for Huntington Bancshares shows a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy Nancy E. Maloney’s tax obligation when a restricted stock unit award vested, consistent with transaction code F and the accompanying footnote.

How many Huntington Bancshares (HBAN) shares were involved in the tax withholding?

The Form 4 reports that 4,546 shares of Huntington Bancshares common stock were withheld. These shares were used to satisfy Nancy E. Maloney’s tax withholding obligation related to the vesting of a restricted stock unit award, at a reported value of $16.80 per share.

How many Huntington Bancshares (HBAN) shares does Nancy E. Maloney own after the transaction?

After the reported tax-withholding disposition, Nancy E. Maloney directly owns 117,309.192 Huntington Bancshares common shares. This post-transaction figure reflects her remaining direct holdings following the withholding of 4,546 shares for tax purposes on the vested restricted stock units.

What does transaction code F mean in the Huntington Bancshares (HBAN) Form 4?

Transaction code F in the Huntington Bancshares Form 4 indicates payment of a tax liability or exercise price by delivering securities. Here, it reflects shares withheld from Nancy E. Maloney’s vested restricted stock unit award to satisfy tax withholding obligations, rather than an ordinary market sale.

What role does Nancy E. Maloney hold at Huntington Bancshares (HBAN)?

Nancy E. Maloney is identified as Executive Vice President and Controller at Huntington Bancshares. Her Form 4 filing discloses a tax-withholding disposition of 4,546 common shares tied to the vesting of a restricted stock unit award, rather than a discretionary buy or sell transaction.