Kleinman Scott D 4

What Happened
Scott D. Kleinman, Senior Executive Vice President of Huntington Bancshares (HBAN), received 118,287.371 shares upon vesting of performance share units (PSUs) tied to the 2023–2025 cycle. To cover the related tax liability, 52,757 shares were withheld (disposed) at an effective price of $16.12 per share, resulting in approximately $850,443 in withholding proceeds. The award shares were granted at $0.00 as part of the PSU vesting.

Key Details

• Transaction date: 2026-03-09; Form 4 filed: 2026-03-11 (appears timely).
• Award: 118,287.371 shares (code A) granted/issued at $0.00.
• Tax withholding: 52,757 shares disposed (code F) at $16.12/share for total ~$850,443.
• Footnotes: F1 — shares earned for the 2023–2025 PSU award cycle; F2 — shares withheld to cover tax liability; F3 — filer disclaims beneficial ownership for certain purposes.
• Shares owned after the transaction: not disclosed in this filing.

Context
This was a PSU vesting event (an awarded grant becoming shares), not an open-market purchase or a discretionary sale. The withholding of shares to meet tax obligations is routine (a form of cashless settlement) and should not be read as an independent bearish signal. The filing indicates an award realization and routine tax withholding rather than an active buy or sell decision by the insider.