Huntington Bancshares (HBAN) CFO logs PSU share award and tax withholding

Rhea-AI Filing Summary

Huntington Bancshares CFO and Senior Executive Vice President Zachary Jacob Wasserman reported routine equity compensation activity in company common stock. He acquired 131,430.643 shares as a grant earned for the 2023-2025 performance share unit award cycle. To cover associated tax liabilities upon vesting, 58,619 shares were withheld at a price of $16.12 per share, leaving him with 388,407.094 shares of common stock held directly after these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wasserman Zachary Jacob

Role CFO and Senior Exec. V.P.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	131,430.643	$0.00	--
Tax Withholding	Common Stock	58,619	$16.12	$945K

Holdings After Transaction: Common Stock — 447,026.094 shares (Direct)

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.

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^*

Wasserman Zachary Jacob

(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)
	CFO and Senior Exec. V.P.

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		131,430.643(1)	A	$0.0000	447,026.094	D
Common Stock	03/09/2026		F		58,619(2)	D	$16.12	388,407.094	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. 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.

	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.

FAQ

What did Huntington Bancshares (HBAN) CFO Zachary Wasserman report in this Form 4?

He reported equity compensation activity in common stock, including a share grant and tax withholding. The filing shows a grant of 131,430.643 shares and withholding of 58,619 shares for taxes, all related to vested performance share units from the 2023-2025 award cycle.

How many Huntington Bancshares (HBAN) shares did the CFO acquire in this transaction?

He acquired 131,430.643 shares of common stock. According to the disclosure, these shares were earned for the 2023-2025 performance share unit award cycle, reflecting equity compensation rather than an open-market purchase or sale transaction.

Why were 58,619 Huntington Bancshares (HBAN) shares disposed of in the Form 4?

The 58,619 shares were withheld to cover tax liabilities upon vesting of performance share units. The filing identifies this as a tax-withholding disposition at $16.12 per share, not an open-market sale, and it is a common method of satisfying equity award taxes.

What is the Huntington Bancshares (HBAN) CFO’s ownership after these Form 4 transactions?

After the reported transactions, he directly holds 388,407.094 shares of Huntington Bancshares common stock. This figure reflects the net position following the equity award grant and the shares withheld to satisfy the related tax obligations on the vested performance share units.

Are the Huntington Bancshares (HBAN) CFO’s Form 4 transactions open-market trades?

No, the transactions are not open-market trades. The filing describes them as an equity grant earned from a 2023-2025 performance share unit cycle and a tax-withholding disposition, where shares were withheld by the company to pay associated tax liabilities on vesting.