Huntington (HBAN) CEO exercises 25,313 options, 19,934 shares withheld for tax

Rhea-AI Filing Summary

Huntington Bancshares President, CEO & Chairman Stephen D. Steinour reported routine equity compensation activity. He exercised 25,313 shares of common stock under employee/director stock options at $10.06 per share and received the shares directly.

To cover tax obligations, 19,934 shares of common stock were withheld at $16.32 per share, a non‑market disposition classified as payment of tax liability. Following these transactions, Steinour directly held 1,474,967.328 shares of Huntington common stock, along with additional indirect holdings through his spouse, company benefit plans, GRATS and family trusts.

Insider Trade Summary

25,313 shares exercised/converted

Mixed 9 txns

Insider STEINOUR STEPHEN D

Role President, CEO & Chairman

Type	Security	Shares	Price	Value
Exercise	Employee/Director Stock Option (Right to Buy)	25,313	$0.00	--
Exercise	Common Stock	25,313	$10.06	$255K
Tax Withholding	Common Stock	19,934	$16.32	$325K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Employee/Director Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 1,474,967.328 shares (Direct, null); Common Stock — 3,502,975.529 shares (Indirect, By Executive Deferred Compensation Plan)

Footnotes (1)

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Key Figures

Options exercised: 25,313 shares Option exercise price: $10.06 per share Shares withheld for taxes: 19,934 shares +5 more

8 metrics

Options exercised 25,313 shares Employee/Director stock options exercised on April 29, 2026

Option exercise price $10.06 per share Conversion or exercise price for 25,313 options

Shares withheld for taxes 19,934 shares Code F tax-withholding disposition on April 29, 2026

Tax withholding price $16.32 per share Price applied to 19,934 withheld shares

Direct holdings after transactions 1,474,967.328 shares Total Huntington common stock directly held after April 29, 2026

Family trusts indirect holdings 3,077,505 shares Common stock held indirectly by Family Trusts

Executive Deferred Compensation Plan holdings 3,502,975.529 shares Indirect common stock via Executive Deferred Compensation Plan

GRATS indirect holdings 869,500 shares Common stock held indirectly by GRATS

Key Terms

Employee/Director Stock Option (Right to Buy), Executive Deferred Compensation Plan, GRATS, Payment of exercise price or tax liability by delivering securities, +1 more

5 terms

Employee/Director Stock Option (Right to Buy) financial

"security_title: "Employee/Director Stock Option (Right to Buy)""

Executive Deferred Compensation Plan financial

"nature_of_ownership: "By Executive Deferred Compensation Plan""

GRATS financial

"nature_of_ownership: "by GRATS""

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: "Payment of exercise price or tax liability by delivering securities""

Section 16 of the Securities and Exchange Act of 1934 regulatory

"footnote: "for the purpose of Section 16 of the Securities and Exchange Act of 1934""

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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^*

STEINOUR STEPHEN D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2026		M		25,313	A	$10.06	1,474,967.328	D
Common Stock	04/29/2026		F		19,934	D	$16.32	1,455,033.328	D
Common Stock								3,502,975.529	I	By Executive Deferred Compensation Plan(1)
Common Stock								3,077,505	I	By Family Trusts(1)
Common Stock								869,500	I	by GRATS(1)
Common Stock								56,440.313	I	By Issuer's Investment and Tax Savings Plan (401(k) Plan)(1)
Common Stock								90,363.268	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(1)
Common Stock								1,924.43	I	By Spouse(1)

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
Employee/Director Stock Option (Right to Buy)	$10.06	04/29/2026		M			25,313	05/01/2017	05/01/2026	Common Stock	25,313	$0.0000	0.0000	D

Explanation of Responses:

1. 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	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Huntington (HBAN) CEO Stephen D. Steinour report in this Form 4?

Stephen D. Steinour reported a routine stock option exercise and related tax withholding. He exercised 25,313 options for Huntington common stock and had 19,934 shares withheld to satisfy tax obligations, updating both his direct and various indirect ownership positions.

How many Huntington (HBAN) options did Stephen D. Steinour exercise and at what price?

Stephen D. Steinour exercised 25,313 employee/director stock options for Huntington common stock at a conversion or exercise price of $10.06 per share, converting the options into the same number of common shares as part of his equity compensation package.

Were any Huntington (HBAN) shares sold on the open market in this filing?

No open-market sales were reported. The only disposition was 19,934 Huntington common shares classified under code F, meaning they were withheld to pay the exercise price or related tax liability, rather than sold through market transactions for cash proceeds.

What are Stephen D. Steinour’s direct Huntington (HBAN) share holdings after these transactions?

After the reported option exercise and tax withholding, Stephen D. Steinour directly held 1,474,967.328 shares of Huntington common stock, according to the Form 4 totals following the final transaction on April 29, 2026, reflecting his updated direct ownership position.

What indirect Huntington (HBAN) holdings are reported for Stephen D. Steinour?

The filing lists several indirect holdings: 1,924.43 shares via his spouse, 90,363.268 shares via a supplemental stock purchase and tax savings plan, 56,440.313 shares via a 401(k) plan, 869,500 shares via GRATS, 3,077,505 shares via family trusts, and 3,502,975.529 shares via an Executive Deferred Compensation Plan.

What does transaction code F mean in Stephen D. Steinour’s Huntington (HBAN) Form 4?

Transaction code F indicates shares were disposed of to pay the exercise price or tax liability. In this filing, 19,934 Huntington common shares were withheld, meaning they were used to satisfy obligations tied to the option exercise rather than sold in the open market.