Huntington Bancshares (HBAN) officer has shares withheld to cover taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Prashant Nateri reported a small share disposition tied to taxes, not an open-market trade. On a Form 4, he disclosed that 2,762 shares of common stock at $16.80 per share were withheld to cover tax obligations upon vesting of a restricted stock unit award, leaving him with 67,215.573 shares held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nateri Prashant

Role Chief Corp Operations Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,762	$16.80	$46K

Holdings After Transaction: Common Stock — 67,215.573 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Nateri Prashant

(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 Corp Operations 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		2,762(1)	D	$16.8	67,215.573	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 HBAN executive Prashant Nateri report?

Prashant Nateri reported a tax-related share disposition, not an open-market sale. On the Form 4, 2,762 shares of Huntington Bancshares common stock were withheld to satisfy tax obligations when a restricted stock unit award vested.

How many HBAN shares were withheld for Prashant Nateri’s taxes?

A total of 2,762 Huntington Bancshares common shares were withheld to cover Prashant Nateri’s tax liability. The withholding price was $16.80 per share, as part of the vesting of a restricted stock unit award.

Was Prashant Nateri’s HBAN transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 notes code F, indicating shares were withheld by the issuer solely to satisfy Prashant Nateri’s tax withholding obligation upon vesting of a restricted stock unit award.

How many HBAN shares does Prashant Nateri hold after this transaction?

After the tax-withholding disposition, Prashant Nateri directly holds 67,215.573 shares of Huntington Bancshares common stock. This figure reflects his remaining ownership following the 2,762 shares withheld for tax obligations on vested restricted stock units.

What does transaction code F mean on the HBAN Form 4 filing?

Transaction code F on the Huntington Bancshares Form 4 indicates a tax-withholding disposition. It shows that shares were delivered or withheld to pay exercise price or tax liabilities, rather than being bought or sold in the open market.

What role does Prashant Nateri hold at Huntington Bancshares (HBAN)?

Prashant Nateri serves as Chief Corporate Operations Officer at Huntington Bancshares. His Form 4 filing reflects personal equity compensation activity, specifically shares withheld to cover taxes on the vesting of a restricted stock unit award.