Item 9A. Controls and Procedures
Item 9A: Controls and Procedures
Disclosure Controls and Procedures
Huntington maintains disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Huntington’s management, with the participation of its Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, Huntington’s disclosure controls and procedures were effective.
Internal Control Over Financial Reporting
Information required by this item is set forth in the Report of Management’s Assessment of Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item 9B: Other Information
Trading Plans
On November 19, 2024 , Scott D. 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. Mr. Kleinman’s plan covers the following:
• the exercise of up to 8,054 shares of common stock underlying stock options; and
• the vesting and sale of up to 69,570.125 shares of common stock underlying performance share units; in amounts and prices determined in accordance with formulae set forth in the plan. The plan terminates on the earlier of the date all the shares under the plan are sold and May 1, 2025 .
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. Mr. 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. The plan terminates on the earlier of the date all the shares under the plan are sold and January 16, 2026 .
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
162 Huntington Bancshares Incorporated
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PART III
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. Portions of our 2025 Proxy Statement, including the sections we refer to in this report, are incorporated by reference into this report.
Item 10: Directors, Executive Officers, and Corporate Governance
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.
Item 11: Executive Compensation
Information required by this item is set forth under the captions Compensation of Executive Officers and Compensation of Directors of our 2025 Proxy Statement, which is incorporated by reference into this item.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information about Huntington common stock authorized for issuance under Huntington’s existing equity compensation plans as of December 31, 2024.
Plan Category (1) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (2)(3)
(a)
Weighted-average exercise price of outstanding options, warrants, and rights (4)
(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (5)
(c)
Equity compensation plans approved by security holders 35,649,066 $ 12.77 37,914,765
Equity compensation plans not approved by security holders — — —
Total 35,649,066 $ 12.77 37,914,765
(1) All equity compensation plan authorizations for shares of common stock provide for the number of shares to be adjusted for stock splits, stock dividends, and other changes in capitalization. The Huntington 401(k) Plan, a broad-based plan qualified under Internal Revenue Code Section 401(a) which includes Huntington common stock as one of a number of investment options available to participants, is excluded from the table.
(2) The numbers in this column (a) reflect shares of common stock to be issued upon exercise of outstanding stock options and the vesting of outstanding awards of restricted stock awards, restricted share units, and performance share units, and the release of deferred share units.
(3) As of December 31, 2024, an additional 438,574 common shares, at a weighted-average exercise price of $11.46, are to be issued upon exercise or vesting under the TCF Incentive Plan, which was assumed in the acquisition of TCF, is no longer active, and for which Huntington has not reserved the right to make subsequent grants or awards.
(4) The weighted-average exercise prices in this column are based on outstanding options and do not take into account unvested awards of restricted stock awards, restricted stock units and performance share units and unreleased deferred share units as these awards do not have an exercise price.
(5) The number of shares in this column (c) reflects the number of shares remaining available for future issuance under Huntington’s 2024 Plan, excluding shares reflected in column (a). The number of shares in this column (c) does not include shares of common stock to be issued under the following compensation plans: the Executive Deferred Compensation Plan, which provides senior officers designated by the Human Resources and Compensation Committee the opportunity to defer up to 90% of base salary, annual bonus compensation and certain equity awards, and up to 90% of long-term incentive awards; the Supplemental Plan under which voluntary participant contributions made by payroll deduction are used to purchase shares; the Deferred Compensation for Huntington Bancshares Incorporated Directors under which directors may defer their director compensation and such amounts may be invested in shares of common stock; and the Deferred Compensation Plan for directors (now inactive) under which directors of selected subsidiaries may defer their director compensation and such amounts may be invested in shares of Huntington common stock. These plans do not contain a limit on the number of shares that may be issued under them.
The information related to Item 403 of Regulation S-K is set forth under the caption Ownership of Voting Stock of our 2025 Proxy Statement, which is incorporated by reference into this item.
Item 13: Certain Relationships and Related Transactions, and Director Independence
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.
2024 Form 10-K 163
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Item 14: 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.
PART IV
Item 15: Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
Our consolidated financial statements required in response to this Item are incorporated by reference from Item 8 of this Report.
Exhibits
Our exhibits listed on the Exhibit Index of this Form 10-K are filed with this Report or are incorporated herein by reference.
Item 16: 10-K Summary
Not applicable.
164 Huntington Bancshares Incorporated
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Exhibit Index
This report incorporates by reference the documents listed below that we have previously filed with the SEC. The SEC allows us to incorporate by reference information in this document. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.
The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the site is http://www.sec.gov . The reports and other information filed by us with the SEC are also available free of charge at our Internet web site. The address of the site is http://www.huntington.com . Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those web sites is not part of this report. You also should be able to inspect reports, proxy statements, and other information about us at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.
Exhibit
Number
Document Description Report or Registration Statement SEC File or
Registration
Number
Exhibit
Reference
2.1 Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial Corporation
Current Report on Form 8-K dated December 17, 2020.
001-34073
2.1
3.1 Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, 2019.
Current Report on Form 8-K dated January 16, 2019.
001-34073
3.1
3.2 Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.
Current Report on Form 8-K dated January 16, 2019.
001-34073
3.2
3.3 Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.
Current Report on Form 8-K dated February 5, 2021
001-34073
3.1
3.4 Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.
Current Report on Form 8-K dated August 5, 2020.
001-34073
3.1
3.5 Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.
Current Report on Form 8-K dated May 28, 2020 .
001-34073
3.1
3.6 Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021
Current Report on Form 8-K dated June 8, 2021
001-34073
3.1
3.7 Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021
Current Report on Form 8-K dated June 8, 2021
001-34073
3.2
3.8 Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023
Current Report on Form 8-K dated March 2, 2023
001-34073
3.1
3.9 Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 19, 2023
Current Report on Form 8-K dated July 19, 2023
001-34073
3.2
3.10 B ylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024
C urrent Report on Form 8-K dated July 19, 2024
001-34073
3.1
4.1 Instruments defining the Rights of Security Holders — reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
4.2
Description of Securities
10.1 * Form of Executive Agreement for certain executive officers.
Current Report on Form 8-K, dated November 28, 2012.
001-34073
10.3
10.2(P) * Deferred Compensation Plan and Trust for Directors Post-Effective Amendment No. 2 to Registration Statement on Form S-8 filed on January 28, 1991. 33-10546 4(a)
10.3 * The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, amended and restated, effective January 1, 2014.
Annual Report on Form 10-K for the year ended December 31, 2013.
001-34073
10.8
10.4 * Form of Employment Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.
Current Report on Form 8-K dated November 28, 2012.
001-34073
10.1
10.5 * Form of Executive Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.
Current Report on Form 8-K dated November 28, 2012.
001-34073
10.2
10.6 * Restricted Stock Unit Deferral Agreement.
Current Report on Form 8-K dated July 24, 2006.
000-02525
99.3
10.7 * Director Deferred Stock Award Notice.
Current Report on Form 8-K dated July 24, 2006.
000-02525
99.4
10.8 * Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan.
Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.
000-02525
G
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10.9 * Second Amendment to the 2007 Stock and Long-Term Incentive Plan.
Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders.
001-34073
A
10.10 * Form of Consolidated 2012 Stock Grant Agreement for Executive Officers Pursuant to Huntington’s 2012 Long-Term Incentive Plan.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
001-34073
10.2
10.11 * Form of 2014 Stock Option Grant Agreement for Executive Officers.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
001-34073
10.2
10.12 * Form of 2014 Performance Stock Unit Grant Agreement for Executive Officers.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
001-34073
10.3
10.13 * Form of 2014 Restricted Stock Unit Grant Agreement for Executive Officers Version II.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
001-34073
10.4
10.14 * Form of 2014 Stock Option Grant Agreement for Executive Officers Version II.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
001-34073
10.5
10.15 *Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan.
Definitive Proxy Statement for the 2012 Annual Meeting of Shareholders.
001-34073
A
10.16 *Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan.
Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.
001-34073
A
10.17 *Form of 2015 Stock Option Grant Agreement.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
001-34073
10.2
10.18 *Form of 2015 Restricted Stock Unit Grant Agreement.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
001-34073
10.3
10.19 *Huntington Bancshares Incorporated Restricted Stock Unit Grant Agreement.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
001-34073
10.1
10.20 * Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors
Annual Report on Form 10-K for the year ended December 31, 2017.
001-34073
10.33
10.21 * First Amendment to the 2015 Long-Term Incentive Plan
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
001-34073
10.1
10.22 *Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.22
10.23 *Form of 2018 Stock Option Grant Agreement.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
001-34073
10.2
10.24 *Form of 2018 Restricted Stock Unit Agreement.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
001-34073
10.3
10.25 *Executive Deferred Compensation Plan, amended as of January 18, 2022.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.25
10.26 *Huntington Supplemental 401(k) Plan (f/k/a Huntington Supplemental Stock Purchase and Savings Plan and Trust), as amended and restated effective January 1, 2019.
Annual Report on Form 10-K for the year ended December 31, 2018.
001-34073
10.40
10.27 Transition Agreement dated May 13, 2019, by and between The Huntington National Bank and Howell D. McCullough
Current Report on Form 8-K, dated May 13, 2019.
001-34073
10.1
10.28 *Second Amendment to Huntington Supplemental 401(k) Plan dated October 22, 2019.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
001-34073
10.1
10.29 *First Amendment to The Huntington National Bank Supplemental Retirement Income Plan dated October 23, 2019.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
001-34073
10.2
10.30 *Management Incentive Plan effective for Plan Years Beginning On or After January 1, 2020.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
001-34073
10.1
10.31 *Letter Agreement dated December 13, 2020, by and between Huntington Bancshares Incorporated and Gary Torgow.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.31
10.32 *Letter Agreement dated February 2, 2021, by and between Huntington Bancshares Incorporated and Michael Jones.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.32
10.33 *Letter Agreement dated February 4, 2021, by and between Huntington Bancshares Incorporated and Thomas C. Shafer.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.33
10.34 * Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2019 for Time-Based Restricted Stock Units.
TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
001-39009
10(d)
10.35 *Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2019 for Performance-Based Restricted Stock Units.
TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
001-39009
10(e)
10.36 *Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Time-Based Restricted Stock Units.
TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
001-39009
10(i)
10.37 *Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Performance-Based Restricted Stock Units.
TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
001-39009
10(j)
10.38 *Amended and Restated TCF Financial 2015 Omnibus Incentive Plan.
TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2018.
001-10253
10.1
10.39 *Stock Incentive Plan of 2019.
TCF Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders.
001-39009
A
166 Huntington Bancshares Incorporated
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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 .
000-08185
10(qq)
10.41 *TCF Employees Omnibus Deferred Compensation Plan, as restated effective April 15, 2019.
TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.
000-08185
10(rr)
10.42 *Rabbi Trust Agreement for TCF Employees Omnibus Deferred Compensation Plan.
TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.
000-08185
10(ss)
10.43 *Form of 2022 Restricted Stock Unit Agreement
Annual Report on Form 10-K for year ended December 31, 2022.
001-34073
10.43
10.44 *Separation Agreement dated August 7, 2023 by and between The Huntington National Bank and Sandra E. Pierce.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
001-34073
10.1
10.45 *Amendment to Executive Deferred Compensation Plan, dated April 28, 202 3
A nnual Report on Form 10-K for the year ended December 31, 2023
0 01-34073
10.45
10.46 Separation Agreement dated January 19,2024 by and between The Huntington National Bank and Julie Tutkovics
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
001-34073
10.1
10.47 H untington Bancshares Incorporated 2024 Long-Term Incentive Plan
Current Report on Form 8-K dated April 17, 2024
0 01-34073
10.1
10.48 L etter Agreement dated May 31, 2024 , by and between Huntington Bancshares Incorp o r ated and Gary Torgow
Q uarterly Report on Form 10-Q for the quarter ended June 30, 2024
0 01-34073
10.2
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
19
I nsider Trading Policy
21.1
Subsidiaries of the Registrant
22
Subsidiary Issuers of Guaranteed Securities
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24.1
Power of Attorney
31.1
Rule 13a-14(a) Certification – Chief Executive Officer.
31.2
Rule 13a-14(a) Certification – Chief Financial Officer.
32.1
Section 1350 Certification – Chief Executive Officer.
32.2
Section 1350 Certification – Chief Financial Officer.
97 Financial Restatement Recoupment Policy
A nnual Report on Form 10-K for the year ended December 31, 2023
0 01-34073
97
101 The following material from Huntington’s Form 10-K Report for the year ended December 31, 2024, formatted in Inline XBRL: (1) Consolidated Balance Sheets , (2) Consolidated Statements of Income , (3), Consolidated Statements of Comprehensive Income , (4) Consolidated Statements of Changes in Shareholders’ Equity , (5) Consolidated Statements of Cash Flows , and (6) the Notes to the Consolidated Financial Statements .
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Denotes management contract or compensatory plan or arrangement.
2024 Form 10-K 167
Table of Contents
Signatures
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.
HUNTINGTON BANCSHARES INCORPORATED
(Registrant)
By: /s/ Stephen D. Steinour By: /s/ Zachary Wasserman
Stephen D. Steinour Zachary Wasserman
Chairman, President, Chief Executive Senior Executive Vice President, Chief Financial
Officer, and Director (Principal Executive Officer) Officer (Principal Financial Officer)
By: /s/ Nancy E. Maloney
Nancy E. Maloney
Executive Vice President, Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 14th Day of February, 2025.
Alanna Y. Cotton *
Alanna Y. Cotton
Director
Ann B. Crane *
Ann B. Crane
Director
Rafael Andres Diaz-Granados *
Rafael Andres Diaz-Granados
Director
Gina D. France *
Gina D. France
Director
J. Michael Hochschwender *
J. Michael Hochschwender
Director
John C. Inglis *
John C. Inglis
Director
168 Huntington Bancshares Incorporated
Table of Contents
Richard H. King *
Richard H. King
Director
Katherine M.A. Kline *
Katherine M.A. Kline
Director
Richard W. Neu *
Richard W. Neu
Director
Kenneth J. Phelan *
Kenneth J. Phelan
Director
David L. Porteous *
David L. Porteous
Director
Teresa H. Shea *
Teresa H. Shea
Director
Roger J. Sit *
Roger J. Sit
Director
Jeffrey L. Tate *
Jeffrey L. Tate
Director
Gary Torgow *
Gary Torgow
Director
*/s/ Marcy C. Hingst
Marcy C. Hingst
Attorney-in-fact for each of the persons indicated
2024 Form 10-K 169