Lawlor Brendan A 4

What Happened

Brendan A. Lawlor, Executive Vice President and Chief Credit Officer of Huntington Bancshares (HBAN), received 9,724.722 shares on 2026-03-09 as the vesting payout from a 2023–2025 performance share unit (PSU) award (transaction code A). To cover the associated tax withholding, 2,879 shares were withheld (transaction code F) at an indicated price of $16.12 per share, resulting in approximately $46,409 withheld for taxes. The filing was submitted on 2026-03-11.

Key Details

• Transaction dates: 2026-03-09 (award vesting and tax withholding); Form 4 filed 2026-03-11.
• Award: 9,724.722 shares issued (code A); Tax withholding: 2,879 shares disposed (code F) at $16.12 = $46,409.
• Footnotes: F1 — shares earned from the 2023–2025 PSU award cycle; F2 — shares withheld to cover tax liability upon vesting.
• Shares owned after the transaction: not specified in the provided filing.
• Timeliness: Filing appears timely (filed within the normal Form 4 reporting window).

Context

This was a vesting of previously granted performance-based restricted stock (PSUs), not an open-market purchase or a voluntary sale. The withholding of shares to satisfy tax obligations is a routine administrative step (a form of cashless withholding) and does not necessarily indicate a change in the insider’s view of the company. Transaction codes: A = award/grant, F = shares withheld for taxes.