HBAN executive reports tax-related share withholding

Huntington Bancshares senior executive Sarah E. Pohmer reported a routine share disposition tied to taxes, not a market trade.

Rhea-AI Filing Summary

Huntington Bancshares senior executive Sarah E. Pohmer reported a routine share disposition tied to taxes, not a market trade. On the vesting of a restricted stock unit award, 19,913 shares of common stock were withheld to satisfy her tax withholding obligation at $16.64 per share. After this tax-related withholding, she directly owns 166,960.306 shares of Huntington Bancshares common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 19,913 shares

Exercise Price or Tax Liability 1 txn

Insider Pohmer Sarah E

Role SEVP-CHRO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	19,913	$16.64	$331K

Holdings After Transaction: Common Stock — 166,960.306 shares (Direct)

Footnotes (1)

1. F1. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award.

Key Figures

Tax-withheld shares: 19,913 shares Withholding price: $16.64 per share Shares owned after transaction: 166,960.306 shares +1 more

4 metrics

Tax-withheld shares 19,913 shares Shares withheld to satisfy tax obligation on RSU vesting

Withholding price $16.64 per share Price used for tax-withholding disposition of HBAN common stock

Shares owned after transaction 166,960.306 shares Direct ownership of HBAN common stock after tax withholding

Transaction code F Payment of tax liability by delivering or withholding securities

Key Terms

restricted stock unit, tax withholding obligation, Form 4, Common Stock

4 terms

restricted stock unit financial

"upon the vesting of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligation financial

"shares withheld to satisfy reporting person's tax withholding obligation"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HBAN executive Sarah Pohmer report on this Form 4?

Sarah E. Pohmer reported a tax-related share disposition, not a market trade. On vesting of restricted stock units, 19,913 Huntington Bancshares shares were withheld to cover her tax obligation at $16.64 per share.

Was the HBAN Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by Huntington Bancshares to satisfy Sarah Pohmer’s tax liability when her restricted stock unit award vested.

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

The filing states that 19,913 common shares of Huntington Bancshares were withheld. These shares covered Sarah Pohmer’s tax withholding obligation associated with the vesting of a restricted stock unit award.

What is Sarah Pohmer’s HBAN shareholding after the reported transaction?

After the tax-related withholding, Sarah Pohmer directly owns 166,960.306 shares of Huntington Bancshares common stock. This figure reflects her position immediately following the restricted stock unit vesting event.

What does transaction code F mean on the HBAN Form 4 for Sarah Pohmer?

Transaction code F indicates shares were used to pay an exercise price or tax liability. Here, it shows Huntington Bancshares withheld shares from Sarah Pohmer’s vesting restricted stock units to satisfy her tax withholding obligation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 03:27 PM EDT Learn about SEC filing dates

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^*

Pohmer Sarah E

(Last) (First) (Middle)

HUNTINGTON CENTER

41 S. HIGH STREET

(Street)

COLUMBUS OHIO 43215

(City) (State) (Zip)

UNITED STATES

(Country)

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-CHRO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/06/2026		F		19,913(1)	D	$16.64	166,960.306	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	05/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)