Huntington Bancshares (HBAN) exec reports PSU share vesting and tax withholding

Rhea-AI Filing Summary

Huntington Bancshares Inc. executive vice president and controller Nancy E. Maloney reported routine equity compensation activity involving common stock. She acquired 18,399.757 shares at no cost as shares earned for the 2023–2025 performance share unit award cycle, and 5,769 shares were withheld at $16.12 per share to cover associated tax obligations upon vesting. After these transactions, she directly holds 162,349.949 common shares. These entries reflect compensation vesting and tax withholding rather than open-market buying or selling.

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)
03/09/2026

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	03/09/2026		A		18,399.757(1)	A	$0.0000	168,118.949	D
Common Stock	03/09/2026		F		5,769(2)	D	$16.12	162,349.949	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. Shares earned for the 2023-2025 performance share unit (PSU) award cycle.

2. Shares were withheld to cover the associated tax liability upon the vesting of performance share units.

	Rachel L. Lawless, Attorney-in-Fact	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HBAN executive Nancy Maloney report?

Nancy Maloney reported receiving 18,399.757 Huntington Bancshares common shares as a compensation award, with 5,769 shares withheld at $16.12 for taxes. After these routine vesting and tax-withholding entries, she directly holds 162,349.949 common shares.

Were Nancy Maloney’s HBAN share transactions open-market buys or sells?

No, the transactions were not open-market trades. She received shares as a performance award and had 5,769 shares withheld at $16.12 to pay taxes upon vesting, a standard compensation and tax-settlement mechanism rather than discretionary buying or selling.

What is the source of the 18,399.757 HBAN shares Nancy Maloney acquired?

The 18,399.757 shares were earned under Huntington Bancshares’ 2023–2025 performance share unit award cycle. When these PSUs vested, they converted into common shares credited to Maloney as part of her executive compensation package.

Why were 5,769 HBAN shares withheld from Nancy Maloney’s award?

5,769 Huntington Bancshares shares were withheld at $16.12 each to cover the associated tax liability triggered by the vesting of performance share units. This is a common practice where the issuer withholds shares instead of the executive paying cash taxes.

How many Huntington Bancshares shares does Nancy Maloney hold after these transactions?

Following the reported award and tax-withholding entries, Nancy Maloney directly holds 162,349.949 shares of Huntington Bancshares common stock. This figure reflects her updated direct ownership after the PSU vesting and related share withholding for taxes.

Do these HBAN insider transactions indicate a change in sentiment by Nancy Maloney?

The reported entries primarily reflect compensation vesting and tax withholding, not discretionary buying or selling. Such transactions are typically scheduled under compensation plans and are generally viewed as administrative rather than signaling a change in executive sentiment.