STEINOUR STEPHEN D 4

What Happened

• Stephen D. Steinour, President, CEO & Chairman of Huntington Bancshares (HBAN), had 433,723.757 shares issued on vesting of performance share units (PSUs) for the 2023–2025 cycle (reported as an acquisition at $0.00). To cover the related tax liability, 193,441 shares were withheld/disposed at $16.12 each, generating $3,118,269.
• Net shares delivered to Steinour from this event: 240,282.757 shares (433,723.757 granted minus 193,441 withheld). This is an award/vesting event rather than an open-market purchase or voluntary sale.

Key Details

• Transaction date: 2026-03-09; Form 4 filed: 2026-03-11 (timely reporting).
• Award: 433,723.757 shares issued at $0.00 (PSU vesting, F1).
• Tax withholding/disposition: 193,441 shares withheld at $16.12 each for $3,118,269 (F2).
• Net shares received: 240,282.757.
• Shares owned after transaction: not specified in this filing.
• Standard disclaimer footnote included: filing does not constitute admission of beneficial ownership for certain legal purposes (F3).

Context

• This was a vesting of previously granted PSUs (not a new purchase). Withholding shares to cover taxes is a common, routine way executives satisfy tax obligations on vested awards and does not necessarily indicate a buy or sell decision about the company.
• For retail investors, awards increase the insider’s equity stake on vesting (net of withholding), but the withheld shares represent a non-market-sale mechanism to settle taxes rather than a discretionary sale.