Huntington Bancshares (HBAN) SEVP has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Huntington Bancshares executive Marcy C. Hingst, SEVP and General Counsel, reported a tax-related share disposition. On this date, 5,951 shares of common stock were withheld at $16.80 per share to satisfy her tax withholding obligation upon vesting of a restricted stock unit award. After this tax-withholding transaction, she held 235,205.561 shares of common stock directly.

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^*

Hingst Marcy C

(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)
	SEVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		5,951(1)	D	$16.8	235,205.561	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. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award.

	Rachel L. Lawless, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did HBAN executive Marcy C. Hingst report?

Marcy C. Hingst reported a tax-related disposition of shares. Specifically, 5,951 Huntington Bancshares common shares were withheld to cover tax obligations triggered by the vesting of a restricted stock unit award, rather than being sold on the open market.

How many Huntington Bancshares (HBAN) shares were withheld for taxes?

A total of 5,951 common shares were withheld for taxes. These shares were used to satisfy Marcy C. Hingst’s tax withholding obligation when a restricted stock unit award vested, according to the insider transaction disclosure and accompanying footnote.

At what price were the withheld HBAN shares valued in this transaction?

The withheld Huntington Bancshares shares were valued at $16.80 per share. This price was used to determine the value of the 5,951 common shares applied to cover Marcy C. Hingst’s tax withholding obligation upon RSU vesting.

How many HBAN shares does Marcy C. Hingst hold after the transaction?

Following the tax-withholding disposition, Marcy C. Hingst directly holds 235,205.561 Huntington Bancshares common shares. This post-transaction balance reflects her remaining direct ownership after 5,951 shares were withheld to satisfy tax obligations tied to a restricted stock unit award.

Was the HBAN insider transaction an open-market sale or tax withholding?

The transaction was tax withholding, not an open-market sale. Shares were withheld by Huntington Bancshares to cover Marcy C. Hingst’s tax obligations arising from the vesting of a restricted stock unit award, as explained in the filing footnote.