Huntington Bancshares (NASDAQ: HBAN) EVP gets PSU shares, shares withheld for taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Brendan A. Lawlor reported routine equity compensation and related tax withholding. He received 9,724.722 shares of common stock earned for the 2023–2025 performance share unit award cycle, then had 2,879 shares withheld at a price of $16.12 per share to cover taxes. After these non-market transactions, he directly holds 56,662.355 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

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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)
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		9,724.722(1)	A	$0.0000	59,541.355	D
Common Stock	03/09/2026		F		2,879(2)	D	$16.12	56,662.355	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 insider transactions did HBAN executive Brendan Lawlor report on this Form 4?

Brendan Lawlor reported a grant of 9,724.722 Huntington Bancshares common shares from a performance share unit award and a related withholding of 2,879 shares for taxes. These are compensation and tax events, not open-market stock purchases or sales.

Were Brendan Lawlor’s HBAN Form 4 transactions open-market buys or sales?

No, Brendan Lawlor’s transactions were not open-market trades. He received shares as a performance-based stock award, and separate shares were withheld at $16.12 each to satisfy tax obligations upon vesting, rather than being sold on the open market.

How many HBAN shares did Brendan Lawlor receive from performance awards?

He received 9,724.722 shares of Huntington Bancshares common stock, earned for the 2023–2025 performance share unit award cycle. This reflects the equity component of his compensation, tied to that three-year performance period as disclosed in the Form 4 and its footnotes.

How many HBAN shares were withheld to cover Brendan Lawlor’s taxes?

A total of 2,879 Huntington Bancshares common shares were withheld to cover associated tax liabilities when performance share units vested. The withholding was priced at $16.12 per share and is classified as a tax-withholding disposition, not a discretionary stock sale.

What is Brendan Lawlor’s HBAN share ownership after these Form 4 transactions?

Following the award and tax withholding, Brendan Lawlor directly holds 56,662.355 shares of Huntington Bancshares common stock. This total reflects his updated direct ownership position after receiving performance-based shares and having a portion withheld to pay related tax obligations.

What period did the reported HBAN performance share units cover for Brendan Lawlor?

The performance share units relate to the 2023–2025 award cycle. The Form 4 footnotes state that the reported shares were earned for this three-year performance period, and the vesting of these units triggered both the share delivery and the associated tax withholding.