11 unchanged sentences
Trading Plans
−Removed: On November 20, 2023 , Julie C.
−Removed: Tutkovics , our Chief Marketing and Communications Officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.
−Removed: Tutkovics’ plan is for the sale of up to 178,395 shares of our common stock in amounts and prices determined in accordance with formulae set forth in the plan and terminates on the earlier of the date all the shares under the plan are sold and November 4, 2024.
+Added: On November 19, 2024 , Scott D.
+Added: Kleinman , our Senior Executive Vice President and President of Commercial Banking , adopted a trading plan intended to satisfy the conditions under Rule 1-b5-1(c) of the Exchange Act.
+Added: Kleinman’s plan covers the following:
+Added: • the exercise of up to 8,054 shares of common stock underlying stock options;
+Added: • the vesting and sale of up to 69,570.125 shares of common stock underlying performance share units;
+Added: in amounts and prices determined in accordance with formulae set forth in the plan.
+Added: The plan terminates on the earlier of the date all the shares under the plan are sold and May 1, 2025 .
+Added: On December 13, 2024 , Amit Dhingra , our Executive Vice President and Chief Enterprise Payments Officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.
+Added: Dhingra’s plan is for the sale of up to 15,000 shares of common stock in amounts and prices determined in accordance with formulae set forth in the plan.
+Added: The plan terminates on the earlier of the date all the shares under the plan are sold and January 16, 2026 .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
+Added: 162 Huntington Bancshares Incorporated
We refer in Part III of this report to relevant sections of our 2025 Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our 2024 fiscal year.
2 unchanged sentences
Information required by this item is set forth under the captions Election of Directors, Our Executive Officers, Family Relationships, Delinquent Section 16(a) Reports, Codes of Ethics, Proposals by Shareholders for the 2026 Annual Meeting, Recommendations for Directorship, and Board Committee Information of our 2025 Proxy Statement, which is incorporated by reference into this item.
−Removed: 2023 Form 10-K 160
Executive Compensation
23 unchanged sentences
Information required by this item is set forth under the captions Review, Approval, or Ratification of Transactions with Related Persons and Independence of Directors of our 2025 Proxy Statement, which are incorporated by reference into this item.
+Added: 2024 Form 10-K 163
Principal Accounting Fees and Services
Information required by this item is set forth under the caption Audit Matters of our 2025 Proxy Statement which is incorporated by reference into this item.
−Removed: 161 Huntington Bancshares Incorporated
Exhibits and Financial Statement Schedules
3 unchanged sentences
Not applicable.
−Removed: 2023 Form 10-K 162
+Added: 164 Huntington Bancshares Incorporated
Exhibit Index
25 unchanged sentences
Current Report on Form 8-K dated June 8, 2021
−Removed: 3.8 A rticles Supplementary of Hunting ton Ban cshares Incorporated , as of March 3, 2023
+Added: 3.8 Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023
Current Report on Form 8-K dated March 2, 2023
+Added: 3.9 Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 19, 2023
+Added: Current Report on Form 8-K dated July 19, 2023
3.10 B ylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024
22 unchanged sentences
Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.
+Added: 2024 Form 10-K 165
10.9 * Second Amendment to the 2007 Stock and Long-Term Incentive Plan.
2 unchanged sentences
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
−Removed: 163 Huntington Bancshares Incorporated
10.11 * Form of 2014 Stock Option Grant Agreement for Executive Officers.
56 unchanged sentences
TCF Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders.
+Added: 166 Huntington Bancshares Incorporated
10.40 *TCF 401K Supplemental Plan, as amended and restated effective January 1, 2020.
TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019 .
−Removed: 2023 Form 10-K 164
10.41 *TCF Employees Omnibus Deferred Compensation Plan, as restated effective April 15, 2019.
4 unchanged sentences
Annual Report on Form 10-K for year ended December 31, 2022.
−Removed: 0 0 1 - 34073
−Removed: 10.44 * Separation A greement dated Aug ust 7, 2023 by and between The Huntington National Bank and Sandra E.
+Added: 10.44 *Separation Agreement dated August 7, 2023 by and between The Huntington National Bank and Sandra E.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
10.45 *Amendment to Executive Deferred Compensation Plan, dated April 28, 202 3
+Added: A nnual Report on Form 10-K for the year ended December 31, 2023
+Added: 10.46 Separation Agreement dated January 19,2024 by and between The Huntington National Bank and Julie Tutkovics
+Added: Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
+Added: 10.47 H untington Bancshares Incorporated 2024 Long-Term Incentive Plan
+Added: Current Report on Form 8-K dated April 17, 2024
+Added: 10.48 L etter Agreement dated May 31, 2024 , by and between Huntington Bancshares Incorp o r ated and Gary Torgow
+Added: Q uarterly Report on Form 10-Q for the quarter ended June 30, 2024
14.1(P) Code of Business Conduct and Ethics dated January 14, 2003 and revised on January 31, 2023 and Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers, adopted January 18, 2003, and revised on October 17, 2023, are available on our website at http://www.huntington.com/About-Us/corporate-governance
+Added: I nsider Trading Policy
Subsidiaries of the Registrant
7 unchanged sentences
97 Financial Restatement Recoupment Policy
+Added: A nnual Report on Form 10-K for the year ended December 31, 2023
101 The following material from Huntington’s Form 10-K Report for the year ended December 31, 2024, formatted in Inline XBRL:
2 unchanged sentences
* Denotes management contract or compensatory plan or arrangement.
−Removed: 165 Huntington Bancshares Incorporated
+Added: 2024 Form 10-K 167
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th Day of February, 2025.
3 unchanged sentences
Steinour Zachary Wasserman
−Removed: Chairman, President, Chief Executive Chief Financial Officer
−Removed: Officer, and Director (Principal Executive Officer) (Principal Financial Officer)
+Added: Chairman, President, Chief Executive Senior Executive Vice President, Chief Financial
+Added: Officer, and Director (Principal Executive Officer) Officer (Principal Financial Officer)
Executive Vice President, Controller
5 unchanged sentences
Michael Hochschwender
−Removed: 2023 Form 10-K 166
+Added: 168 Huntington Bancshares Incorporated
Katherine M.A.
3 unchanged sentences
Attorney-in-fact for each of the persons indicated
−Removed: 167 Huntington Bancshares Incorporated
+Added: 2024 Form 10-K 169
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.