HBAN (Huntington Bancshares) CIO receives 21,213-share equity award

Rhea-AI Filing Summary

Huntington Bancshares Inc. reported that Chief Information Officer Kendall A. Kowalski acquired 21,213 shares of common stock through a restricted stock unit award at no cash cost. The award vests in two equal installments, with 50% vesting on the third anniversary of grant and 50% on the fourth. Kowalski also reports additional indirect holdings through the issuer's Supplemental Stock Purchase and Tax Savings Plan.

Insider Trade Summary

Net Buyer: 21,213 shares

Net Buy 2 txns

Insider Kowalski Kendall A

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	21,213	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 84,645.304 shares (Direct); Common Stock — 6,783.544 shares (Indirect, By Issuer's Supplemental Stock Purchase and Tax Savings Plan)

Footnotes (2)

1. F1. An award of restricted stock units, to be released in shares of common stock, that vests in two equal installments: 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant.
2. F2. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/04/2026 - 04:57 PM Learn about SEC filing dates

FAQ

What insider transaction did HBAN executive Kendall A. Kowalski report?

Kendall A. Kowalski reported acquiring 21,213 Huntington Bancshares (HBAN) common shares via a restricted stock unit award at no cash cost, reflecting equity-based compensation rather than an open-market purchase, and updating both his direct and indirect ownership positions in the company.

Was the HBAN insider transaction by Kendall A. Kowalski a stock purchase or an equity award?

The HBAN transaction was an equity award, not an open-market purchase. Kowalski received 21,213 restricted stock units that will settle in common shares over time, consistent with long-term incentive compensation, with no cash paid per share in this Form 4 filing.

How do Kendall A. Kowalski’s new HBAN restricted stock units vest?

Kowalski’s new HBAN restricted stock units vest in two stages. According to the filing, 50% of the award vests on the third anniversary of the grant date and the remaining 50% vests on the fourth anniversary, encouraging longer-term executive retention and alignment.

What is Kendall A. Kowalski’s ownership type for the newly acquired HBAN shares?

The 21,213 Huntington Bancshares (HBAN) shares tied to the award are reported as directly owned by Kendall A. Kowalski. The Form 4 also discloses separate indirect ownership through the issuer’s Supplemental Stock Purchase and Tax Savings Plan, reflecting plan-based holdings.

Does the HBAN Form 4 indicate any indirect holdings for Kendall A. Kowalski?

Yes. In addition to directly held shares, Kowalski reports indirect ownership through Huntington Bancshares’ Supplemental Stock Purchase and Tax Savings Plan. These plan-based holdings are listed separately in the Form 4, showing his interest in shares accumulated via the company’s supplemental plan.

Did Kendall A. Kowalski sell any HBAN shares in this Form 4 filing?

The Form 4 does not report any sales by Kendall A. Kowalski. It shows an acquisition of 21,213 restricted stock units that will convert into common shares and an update to indirect holdings, with no transactions coded as dispositions or sales in the disclosed data.

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^*

Kowalski Kendall 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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		21,213(1)	A	$0.0000	84,645.304	D
Common Stock								6,783.544	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

Explanation of Responses:

1. An award of restricted stock units, to be released in shares of common stock, that vests in two equal installments: 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant.

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	03/04/2026
	** 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.