Huntington Bancshares (HBAN) executive exercises options and withholds shares for taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Scott D. Kleinman reported option and stock transactions. On March 6, he exercised an Employee/Director Stock Option covering 13,133 shares, converting it into 13,133 shares of Huntington Bancshares common stock at a transaction price of $10.0600 per share.

On the same date, 8,137 shares of common stock at a transaction price of $16.2350 per share were disposed of in a tax-withholding transaction, leaving him with 481,675.246 directly owned common shares. He also reports 359.076 common shares held indirectly through the Issuer's Supplemental Stock Purchase and Tax Savings Plan. The options were exercised automatically under a Rule 10b5-1 trading plan adopted on December 5, 2025.

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).

X

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^*

Kleinman Scott 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Exec. V.P.

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M		13,133(1)	A	$10.06	489,812.246	D
Common Stock	03/06/2026		F		8,137	D	$16.235	481,675.246	D
Common Stock								359.076	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(2)

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	03/06/2026		M			13,133(1)	05/01/2017	05/01/2026	Common Stock	13,133	$0.0000	0.0000	D

Explanation of Responses:

1. Options exercised automatically pursuant to a Rule 10b5-1 trading plan adopted by Mr. Kleinman on December 5, 2025.

2. 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	03/09/2026
	** 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 transactions did Scott D. Kleinman report at Huntington Bancshares (HBAN)?

Scott D. Kleinman exercised stock options for 13,133 shares and received 13,133 Huntington Bancshares common shares. He then disposed of 8,137 shares to cover taxes, resulting in 481,675.246 directly owned shares and additional indirect holdings through a company stock purchase and savings plan.

How many Huntington Bancshares shares does Scott D. Kleinman own after these Form 4 transactions?

After the reported transactions, Scott D. Kleinman directly owns 481,675.246 Huntington Bancshares common shares. He also has 359.076 common shares held indirectly through the Issuer's Supplemental Stock Purchase and Tax Savings Plan, according to the Form 4 filing data provided.

What type of derivative security did Scott D. Kleinman exercise in the Huntington Bancshares Form 4?

He exercised an Employee/Director Stock Option described as a right to buy Huntington Bancshares stock. This derivative exercise converted 13,133 option units into 13,133 shares of common stock on March 6, under a pre-established Rule 10b5-1 trading plan.

Was the Huntington Bancshares insider transaction by Scott D. Kleinman part of a Rule 10b5-1 plan?

Yes. The options exercised on March 6 were executed automatically under a Rule 10b5-1 trading plan that Mr. Kleinman adopted on December 5, 2025, as disclosed in the Form 4 footnote language.

Why were 8,137 Huntington Bancshares shares disposed of in Scott D. Kleinman’s Form 4?

The 8,137 shares of Huntington Bancshares common stock were disposed of to satisfy the exercise price or tax liability. The Form 4 describes this as a tax-withholding disposition at a transaction price of $16.2350 per share on March 6.