Lawlor Brendan A 4

What Happened
Brendan A. Lawlor, Executive Vice President and Chief Compliance Officer of Huntington Bancshares (HBAN), exercised stock options on Feb 10, 2026 to acquire 28,724 shares (18,623 at a strike of $8.57 and 10,101 at $16.08) for a total reported acquisition value of $322,023. At the same time he disposed of shares in several ways: sold ~17,455 shares in open-market transactions (prices ~$18.93–$18.94) for about $330,426, and had 17,033 shares withheld to cover exercise price/tax liabilities (withholdings valued at ~$322,045). The filing also shows the related option positions removed (derivative entries with $0), reflecting the exercised options.

Key Details

• Transaction date: Feb 10, 2026; Form 4 filed Feb 12, 2026 (appears filed within the typical two-business-day window).
• Option exercises (code M): 18,623 shares @ $8.57 = $159,599; 10,101 shares @ $16.08 = $162,424 (total acquired 28,724 shares; $322,023).
• Open-market sales (code S): 254.991 shares @ $18.94 = $4,830; 17,200 shares @ $18.93 = $325,596 (total ~17,455 shares sold for ~$330,426).
• Tax/exercise withholdings (code F): 1,610 @ $18.89 = $30,413; 6,834 @ $18.91 = $129,197; 8,589 @ $18.91 = $162,435 (total 17,033 shares withheld, ~$322,045).
• Footnotes: Options vest in four equal annual increments beginning March 26, 2022 (F1) and May 1, 2021 (F2).
• Shares owned after the transactions: not specified in the provided data.

Context
This was a cashless-style outcome of option exercises: Lawlor exercised vested options, then surrendered a block of shares to cover exercise price and taxes and sold another block in the open market. Exercises and related withholdings/sales are common for executives when options vest and do not by themselves confirm bullish or bearish sentiment. The filing indicates routine option vesting/settlement per the noted vesting schedules.