Kowalski Kendall A 4

What Happened

• Kendall A. Kowalski, Chief Information Officer of Huntington Bancshares (HBAN), had 21,816.285 shares issued on 2026-03-09 as the vesting of a 2023–2025 performance share unit (PSU) award. To cover the tax liability on the vesting, 9,731 shares were withheld/disposed at $16.12 per share, generating $156,864 in proceeds used for taxes. Net shares received from the vesting were 12,085.285 shares.

Key Details

• Transaction date: 2026-03-09; Filing date: 2026-03-11 (filed within the typical 2-business-day window).
• Award/acquisition (A): 21,816.285 shares acquired at $0.00 (PSU vesting).
• Tax withholding/disposition (F): 9,731 shares disposed at $16.12, totaling $156,864.
• Implied gross market value of the vested shares at $16.12 ≈ $351,679 (based on the withholding price).
• Shares owned after the transaction: not reported in this Form 4.
• Footnotes: F1 = shares earned from the 2023–2025 PSU cycle; F2 = shares withheld to cover tax liability; F3 = standard boilerplate about beneficial ownership.

Context

• This was a routine vesting of performance-based equity (PSUs), not an open-market purchase or voluntary sale for investment purposes. The disposal labeled "F" reflects tax withholding to satisfy the employee’s tax obligation on vesting rather than a market-driven sell signal.