Huntington Bancshares (HBAN) EVP sells stock after exercising options

Rhea-AI Filing Summary

Huntington Bancshares executive Brendan A. Lawlor reported multiple stock transactions in common shares on February 10, 2026. He exercised stock options for 18,623 shares at $8.57 and 10,101 shares at $16.08, converting them into common stock.

On the same day, he made open-market sales of 17,200 shares at $18.93 and 254.991 shares at $18.94, and additional shares were disposed of to cover taxes at prices around $18.89–$18.912. After these exercises, sales, and tax withholdings, he directly owned 42,397.633 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Lawlor Brendan A

(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)
	Executive VP and CCO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M		18,623	A	$8.57	66,784.624	D
Common Stock	02/10/2026		M		10,101	A	$16.08	76,885.624	D
Common Stock	02/10/2026		S		254.991	D	$18.94	76,630.633	D
Common Stock	02/10/2026		F		1,610	D	$18.89	75,020.633	D
Common Stock	02/10/2026		F		6,834	D	$18.905	68,186.633	D
Common Stock	02/10/2026		F		8,589	D	$18.912	59,597.633	D
Common Stock	02/10/2026		S		17,200	D	$18.93	42,397.633	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
Employee/Director Stock Option (Right to Buy)	$16.08	02/10/2026		M			10,101	(1)	03/26/2031	Common Stock	10,101	$0.0000	0.0000	D
Employee/Director Stock Option (Right to Buy)	$8.57	02/10/2026		M			18,623	(2)	05/01/2030	Common Stock	18,623	$0.0000	0.0000	D

Explanation of Responses:

1. The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant (March 26, 2022).

2. The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant (May 1, 2021).

	Rachel L. Lawless, Attorney-in-Fact	02/12/2026
	** 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 activity did HBAN executive Brendan A. Lawlor report?

Brendan A. Lawlor reported option exercises and share sales in Huntington Bancshares stock. On February 10, 2026, he exercised two stock option grants into common shares and then conducted open-market sales and tax-withholding dispositions, ending with 42,397.633 directly owned common shares.

How many Huntington Bancshares (HBAN) shares did Brendan Lawlor sell?

Brendan Lawlor sold 17,200 Huntington Bancshares shares in an open-market trade. He also reported a smaller open-market sale of 254.991 shares. Separate transactions labeled as tax-withholding dispositions further reduced his holdings as part of paying exercise price or tax liabilities in shares.

At what prices did the HBAN insider share sales occur on February 10, 2026?

The reported open-market sales occurred near $19 per share. Brendan Lawlor sold 17,200 shares at $18.93 and 254.991 shares at $18.94. Additional shares were disposed of for tax purposes at prices around $18.89 to $18.912 per share.

How many Huntington Bancshares shares does Brendan Lawlor own after these transactions?

Following the reported transactions, Brendan Lawlor directly owned 42,397.633 common shares. This figure reflects the combination of option exercises that added shares and subsequent open-market sales and tax-related share dispositions completed on February 10, 2026.

What stock options did the HBAN executive exercise in this Form 4 filing?

Brendan Lawlor exercised two stock option grants into Huntington Bancshares common stock. He converted 18,623 options with an exercise price of $8.57 and 10,101 options with an exercise price of $16.08 into the same number of common shares on February 10, 2026.

What is Brendan Lawlor’s role at Huntington Bancshares (HBAN)?

Brendan A. Lawlor serves as Executive Vice President and Chief Credit Officer. The filing identifies him as an officer of Huntington Bancshares with the title "Executive VP and CCO," and the reported transactions relate to his directly held common stock and stock options.