Helga Houston of Huntington Bancshares (HBAN) reports tax-related share withholding

Rhea-AI Filing Summary

Huntington Bancshares senior executive Helga Houston reported a routine tax-related share disposition. On the Form 4, 21,283 shares of common stock were withheld at $16.80 per share to cover her tax withholding obligation when a restricted stock unit award vested. After this tax-withholding disposition, she directly owned 495,663.935 common shares. The filing also updates indirect holdings held through an Executive Deferred Compensation Plan, totaling 407,557.787 shares, and through the Issuer's Supplemental Stock Purchase and Tax Savings Plan, totaling 19,556.947 shares; these reflect plan-related positions rather than open-market trades.

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^*

Houston Helga

(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)
	Senior Exec. V. P.

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		21,283(1)	D	$16.8	495,663.935(2)	D
Common Stock								407,557.787(2)	I	By Executive Deferred Compensation Plan(3)
Common Stock								19,556.947	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan(3)

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.

2. Reflects the transfer of shares from directly-owned to the Executive Deferred Compensation Plan.

3. 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	03/03/2026
	** 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).
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FAQ

What insider transaction did Helga Houston report at Huntington Bancshares (HBAN)?

Helga Houston reported a tax-withholding disposition of 21,283 Huntington Bancshares common shares. The shares were withheld at $16.80 each to satisfy tax obligations arising from a restricted stock unit vesting, rather than sold in the open market.

How many HBAN shares does Helga Houston own after this Form 4 filing?

After the reported tax withholding, Helga Houston directly owns 495,663.935 Huntington Bancshares common shares. The filing also shows indirect holdings of 407,557.787 shares in an Executive Deferred Compensation Plan and 19,556.947 shares in a Supplemental Stock Purchase and Tax Savings Plan.

Was Helga Houston’s HBAN transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The 21,283 shares were withheld by the company to cover her tax obligations when a restricted stock unit award vested, a common administrative transaction.

What price was used for the HBAN shares withheld for Helga Houston’s taxes?

The filing shows 21,283 HBAN shares withheld at $16.80 per share to satisfy Helga Houston’s tax withholding obligation. This reflects an internal valuation for the tax event tied to a restricted stock unit vesting.

What indirect HBAN holdings does Helga Houston report on this Form 4?

Helga Houston reports indirect ownership of 407,557.787 Huntington Bancshares shares through an Executive Deferred Compensation Plan and 19,556.947 shares through the Issuer's Supplemental Stock Purchase and Tax Savings Plan, reflecting plan-based positions rather than direct brokerage accounts.

Does the Form 4 change Helga Houston’s beneficial ownership status in HBAN?

The filing updates direct and indirect share totals but includes language that it should not be construed as an admission of beneficial ownership under Section 16. This is a standard legal disclaimer regarding how ownership may be interpreted.