Kleinman Scott D 4

What Happened
Scott D. Kleinman, Senior Executive Vice President of Huntington Bancshares (HBAN), exercised 13,133 stock options on March 6, 2026. The exercise price was $10.06 per share for a total exercise value of $132,118. To cover tax withholding, 8,137 of the newly issued shares were surrendered (disposed) at a reported withholding value of $16.23 per share (total $132,104). Net shares delivered to Mr. Kleinman after withholding: 4,996 shares.

Key Details

• Transaction date: March 6, 2026. Form filed March 9, 2026. (No late‑filing status indicated in the filing.)
• Option exercise (code M): 13,133 shares exercised at $10.06 = $132,118 (acquired).
• Tax withholding (code F): 8,137 shares withheld/disposed at $16.23 = $132,104.
• Derivative conversion line shows 13,133 options converted to shares (reported at $0.00 as a derivative disposition).
• Net shares retained by the insider after withholding: 4,996 (13,133 − 8,137).
• Footnotes: F1 — options exercised automatically under a Rule 10b5‑1 trading plan adopted Dec 5, 2025. F2 — filing contains a standard non‑admission of beneficial ownership statement.
• Shares owned after the transaction: not disclosed in this Form 4.

Context
This was an option exercise with a net (cashless) settlement: options were exercised and some of the resulting shares were surrendered to cover taxes rather than sold on the open market. The transaction was executed pursuant to a pre‑existing 10b5‑1 plan, meaning it was automatic under the plan’s terms rather than a discretionary open‑market sale. Such withholding transactions are routine for tax purposes and do not by themselves indicate a change in insider sentiment.