Houston Helga 4

What Happened

• Helga Houston, Senior Executive Vice President of Huntington Bancshares (HBAN), had 111,715.731 performance share units (PSUs) vest on March 9, 2026 (transaction code A — award/acquisition). Of those shares, 36,504 were withheld/disposed to cover the related tax liability at $16.12 per share (transaction code F), generating about $588,444. She deferred receipt of 33,513.706 shares into her Executive Deferred Compensation Plan, leaving approximately 41,698.025 shares delivered to her direct holdings.

Key Details

• Transaction date: 2026-03-09; Form 4 filed 2026-03-11 (timely filing).
• Award: 111,715.731 shares (2023–2025 PSU award cycle).
• Tax withholding/disposition: 36,504 shares at $16.12, proceeds ~$588,444.
• Deferral: 33,513.706 shares moved from Direct holdings to Executive Deferred Compensation Plan (indirect holdings).
• Net delivered to direct holdings after withholding and deferral: ~41,698.025 shares.
• Footnotes: PSUs reflect 2023–2025 performance cycle; shares withheld to cover taxes; standard disclaimer that filing isn’t an admission of beneficial ownership.

Context

• This was a vesting of performance-based shares, not an open-market purchase or a voluntary sale — the only shares sold were withheld to cover taxes (a routine administrative transaction). PSUs vested based on multi-year performance; deferral into a company deferred compensation plan is common and does not imply a market view. Transaction codes: A = award/acquisition; F = tax withholding/disposition.