STOCK TITAN

Huntington Bancshares (HBAN) director reports tax withholding of 79,274 shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Huntington Bancshares director James D. Rollins III reported a tax-related share disposition tied to a restricted stock unit vesting. On March 31, 2026, 79,274 shares of common stock were withheld at $15.65 per share to satisfy his tax withholding obligation upon vesting, rather than being sold in the open market.

After this withholding, he directly holds 835,677 shares of Huntington Bancshares common stock. He also reports indirect ownership of 55,695.4 shares through a 401(k) account and 712,354 shares held by a limited partnership in which he is a 50% owner of the general partner.

Positive

  • None.

Negative

  • None.
Insider ROLLINS JAMES D III
Role Director
Type Security Shares Price Value
Tax Withholding Common Stock 79,274 $15.65 $1.24M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 835,677 shares (Direct); Common Stock — 55,695.4 shares (Indirect, By 401k)
Footnotes (1)
  1. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award. The reported shares are owned directly by a limited partnership. The reporting person is a 50% owner of the general partner.
Tax-withheld shares 79,274 shares at $15.65 Withheld on March 31, 2026 to satisfy tax obligation on RSU vesting
Direct holdings after transaction 835,677 shares Common stock directly owned by James D. Rollins III after withholding
Indirect 401(k) holdings 55,695.4 shares Common stock held indirectly through a 401(k) account
Indirect limited partnership holdings 712,354 shares Common stock owned by a limited partnership; reporting person is 50% owner of the general partner
restricted stock unit financial
"upon the vesting of a restricted stock unit award"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholding obligation financial
"shares withheld to satisfy reporting person's tax withholding obligation"
limited partnership financial
"The reported shares are owned directly by a limited partnership."
A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.
401k financial
"nature_of_ownership": "By 401k""
An employer-sponsored retirement savings plan in the United States that lets workers set aside part of their paycheck into investments with tax advantages; some plans also include employer matching contributions, which is like free money added to your savings. It matters to investors because 401(k) balances represent a large pool of household retirement assets that influence personal financial security, investor behavior, and long-term demand for stocks and bonds.
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SEC Form 4
FORM 4UNITED 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*
ROLLINS JAMES D III

(Last)(First)(Middle)
HUNTINGTON CENTER
41 S. HIGH STREET

(Street)
COLUMBUS OHIO 43215

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC /MD/ [ HBAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026F79,274(1)D$15.65835,677D
Common Stock55,695.4IBy 401k
Common Stock712,354IBy Limited Partnership(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 reported shares are owned directly by a limited partnership. The reporting person is a 50% owner of the general partner.
Rachel L. Lawless, Attorney-in-Fact04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did HBAN director James D. Rollins III report?

James D. Rollins III reported a tax-withholding disposition, where 79,274 Huntington Bancshares shares were withheld to cover taxes on a restricted stock unit vesting. This was not an open-market sale but an automatic share withholding mechanism tied to equity compensation.

How many HBAN shares were withheld for taxes in this Form 4?

A total of 79,274 Huntington Bancshares common shares were withheld at $15.65 each to satisfy James D. Rollins III’s tax obligation on a restricted stock unit vesting. This reduced the shares delivered to him but did not involve open-market selling activity.

How many HBAN shares does James D. Rollins III hold after the reported transaction?

Following the tax-withholding transaction, James D. Rollins III directly holds 835,677 Huntington Bancshares shares. He also reports indirect holdings of 55,695.4 shares through a 401(k) and 712,354 shares through a limited partnership associated with him as a 50% owner of the general partner.

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

No, the filing describes a tax-withholding disposition, not an open-market sale. Shares were withheld by Huntington Bancshares to cover James D. Rollins III’s tax liability from a restricted stock unit vesting, a routine equity compensation and payroll tax event.

What does the limited partnership holding in the HBAN Form 4 represent?

The Form 4 notes that certain Huntington Bancshares shares are owned by a limited partnership, with James D. Rollins III a 50% owner of the general partner. These shares are reported as indirect ownership, reflecting an entity-related stake connected to his economic interest.