Huntington Bancshares (HBAN) CFO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Huntington Bancshares CFO Zachary Jacob Wasserman reported a tax-related share disposition. On this Form 4, 35,269 shares of common stock were withheld at a price of $16.80 per share to cover his tax withholding obligation upon vesting of a restricted stock unit award. After this tax-withholding disposition, he directly owned 249,302.451 shares of Huntington Bancshares common stock.

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^*

Wasserman Zachary Jacob

(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)
	CFO and Senior Exec. V.P.

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		35,269(1)	D	$16.8	249,302.451	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.
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FAQ

What insider transaction did Huntington Bancshares (HBAN) report for CFO Zachary Wasserman?

Huntington Bancshares reported that CFO Zachary Wasserman had 35,269 common shares withheld to satisfy tax obligations upon vesting of a restricted stock unit award. This was a tax-withholding disposition, not an open-market purchase or sale of additional shares.

How many Huntington Bancshares (HBAN) shares were involved in the CFO’s Form 4 filing?

The Form 4 shows 35,269 shares of Huntington Bancshares common stock were disposed of through withholding. These shares were used to cover the CFO’s tax withholding obligation tied to a restricted stock unit vesting event, according to the filing’s footnote disclosure.

Was the Huntington Bancshares (HBAN) CFO’s transaction an open-market sale?

No, the CFO’s transaction was not an open-market sale. The filing describes it as shares withheld to satisfy tax withholding upon restricted stock unit vesting, coded as a tax-withholding disposition rather than a discretionary sale into the open market.

What is the reported price per share in the Huntington Bancshares (HBAN) Form 4?

The Form 4 reports a transaction price of $16.80 per share for the 35,269 Huntington Bancshares common shares withheld. This figure is used to value the tax-withholding disposition associated with the vesting of the executive’s restricted stock unit award.

How many Huntington Bancshares (HBAN) shares does the CFO own after this transaction?

After the tax-withholding disposition, the CFO directly owns 249,302.451 shares of Huntington Bancshares common stock. This updated holding reflects the reduction from shares withheld for taxes connected to the vesting of his restricted stock unit award.

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

Transaction code F on the Form 4 indicates a payment of exercise price or tax liability by delivering securities. In this case, it reflects Huntington Bancshares shares withheld to cover the CFO’s tax withholding obligation when a restricted stock unit award vested.