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Huntington Bancshares (HBAN) CEO reports PSU stock grant and tax withholding

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

Rhea-AI Filing Summary

Huntington Bancshares CEO Stephen D. Steinour reported compensation-related stock transactions in Common Stock. He acquired 433,723.757 shares on 2026-03-09 as shares earned for the 2023–2025 performance share unit award cycle, at a stated price of $0.0000 per share.

On the same date, 193,441 shares were disposed of at $16.12 per share to cover associated tax liabilities upon vesting. After these transactions, he directly owns 1,910,567.545 shares, with additional indirect holdings through an executive deferred compensation plan, family trusts, GRATS, company savings plans, and spouse accounts.

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Insider STEINOUR STEPHEN D
Role President, CEO & Chairman
Type Security Shares Price Value
Grant/Award Common Stock 433,723.757 $0.00 --
Tax Withholding Common Stock 193,441 $16.12 $3.12M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,104,008.545 shares (Direct); Common Stock — 3,502,975.529 shares (Indirect, By Executive Deferred Compensation Plan)
Footnotes (1)
  1. Shares earned for the 2023-2025 performance share unit (PSU) award cycle. Shares were withheld to cover the associated tax liability upon the vesting of performance share units. The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.
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*
STEINOUR STEPHEN D
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO & Chairman
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 433,723.757(1) A $0.0000 2,104,008.545 D
Common Stock 03/09/2026 F 193,441(2) D $16.12 1,910,567.545 D
Common Stock 3,502,975.529 I By Executive Deferred Compensation Plan(3)
Common Stock 3,077,505 I By Family Trusts(3)
Common Stock 369,500 I by GRATS(3)
Common Stock 55,699.8 I By Issuer's Investment and Tax Savings Plan (401(k) Plan)(3)
Common Stock 90,363.268 I By Issuer's Supplemental Stock Purchase and Tax Savings Plan(3)
Common Stock 1,924.43 I By Spouse(3)
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.
3. The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.
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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HBAN CEO Stephen Steinour report?

Stephen D. Steinour reported a stock award and related tax withholding. He received 433,723.757 Common Stock shares from the 2023–2025 PSU cycle, and 193,441 shares were withheld at $16.12 per share to cover tax obligations tied to the vesting.

Were Stephen Steinour’s HBAN transactions open-market buys or sells?

The reported transactions were not open-market trades. They reflect a grant of earned performance share units and a share disposition solely to satisfy tax liabilities upon vesting, rather than discretionary buying or selling of Huntington Bancshares stock in the open market.

How many Huntington Bancshares shares does the CEO hold directly after these transactions?

Following the award and tax-withholding disposition, Stephen D. Steinour directly owns 1,910,567.545 Huntington Bancshares Common Stock shares. This figure reflects his direct position after the March 9, 2026 compensation-related transactions disclosed in the Form 4 filing.

What price was used for the HBAN tax-withholding share disposition?

The tax-withholding disposition used a price of $16.12 per Huntington Bancshares share. A total of 193,441 shares were delivered at that price to cover the associated tax liability triggered when performance share units from the 2023–2025 award cycle vested.

Does Stephen Steinour have indirect HBAN share holdings in addition to direct shares?

Yes. In addition to direct holdings, he has indirect Huntington Bancshares positions through an Executive Deferred Compensation Plan, family trusts, GRATS, the issuer’s investment and tax savings plan, a supplemental stock purchase and tax savings plan, and shares held by his spouse.

What is the source of the 433,723.757 HBAN shares granted to the CEO?

The 433,723.757 shares represent stock earned for the 2023–2025 performance share unit award cycle. These shares reflect the payout of previously granted performance-based incentives, rather than a new open-market acquisition of Huntington Bancshares Common Stock by the CEO.