1 unchanged sentence
Disclosure Controls and Procedures
−Removed: 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.
+Added: 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”), is 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.
1 unchanged sentence
Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, Huntington’s disclosure controls and procedures were effective.
+Added: As permitted by guidance issued by the Office of the Chief Accountant of the SEC, companies may exclude controls of an acquired business from their assessment of internal control over financial reporting for a period not to extend more than one year beyond the date of the acquisition.
+Added: Management’s assessment of the effectiveness of Huntington’s internal control over financial reporting as of December 31, 2025 did not include the internal controls of Veritex Holdings, Inc.
+Added: and its subsidiaries (“Veritex”), which Huntington acquired on October 20, 2025.
+Added: The financial results of Veritex are included in Huntington’s consolidated financial statements since the date of acquisition.
+Added: As of and for the year ended December 31, 2025, Veritex's assets and revenues represented approximately 5% and 1% of Huntington’s consolidated assets and revenues, respectively.
+Added: Business Combinations " for further discussion of the Veritex acquisition and its impact on Huntington’s consolidated financial statements.
Internal Control Over Financial Reporting
4 unchanged sentences
Trading Plans
−Removed: On November 19, 2024 , Scott D.
−Removed: 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.
−Removed: Kleinman’s plan covers the following:
−Removed: • the exercise of up to 8,054 shares of common stock underlying stock options;
−Removed: • the vesting and sale of up to 69,570.125 shares of common stock underlying performance share units;
−Removed: in amounts and prices determined in accordance with formulae set forth in the plan.
−Removed: The plan terminates on the earlier of the date all the shares under the plan are sold and May 1, 2025 .
−Removed: 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.
−Removed: 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.
−Removed: The plan terminates on the earlier of the date all the shares under the plan are sold and January 16, 2026 .
+Added: Name and Title Character of Trading Arrangement (1) Date Adopted Duration (2) Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement (3)
+Added: Kleinman , Senior Executive Vice President & President of Commercial Banking
+Added: Rule 10b5-1 Trading Arrangement December 8, 2025 December 2, 2026 Up to 149,414.009
+Added: (1) Except as indicated by footnote, each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
+Added: (2) Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.
+Added: Each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
+Added: (3) Includes:
+Added: (i) up to a maximum of 66,769.764 Performance Stock Units, net of shares withheld to cover tax withholding obligations, anticipated to vest during the term of the plan;
+Added: (ii) up to a maximum of 36,126.939 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Restricted Share Units with the original grant date of March 1, 2022;
+Added: (iii) up to a maximum of 33,384.306 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Restricted Share Units with the original grant date of March 1, 2023;
+Added: (iv) 1,968 shares of common stock issuable on the exercise of employee stock options expected to be exercised via same day sale;
+Added: and (v) 11,165 shares of common stock issuable upon the exercise of employee stock options expected to be exercised via same day sale.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
−Removed: 162 Huntington Bancshares Incorporated
+Added: 2025 Form 10-K 175
We refer in Part III of this report to relevant sections of our 2026 Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our 2025 fiscal year.
16 unchanged sentences
(3) As of December 31, 2025, an additional 211,564 common shares, at a weighted-average exercise price of $17.35, 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.
−Removed: (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.
+Added: (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 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).
8 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 2026 Proxy Statement, which are incorporated by reference into this item.
−Removed: 2024 Form 10-K 163
+Added: 176 Huntington Bancshares Incorporated
Principal Accounting Fees and Services
5 unchanged sentences
Not applicable.
−Removed: 164 Huntington Bancshares Incorporated
+Added: 2025 Form 10-K 177
Exhibit Index
2 unchanged sentences
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.
−Removed: 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.
−Removed: The address of the site is http://www.sec.gov .
−Removed: The reports and other information filed by us with the SEC are also available free of charge at our Internet web site.
−Removed: The address of the site is http://www.huntington.com .
−Removed: 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.
−Removed: 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.
+Added: The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC.
+Added: The address of the website is http://www.sec.gov .
+Added: The reports and other information filed by us with the SEC are also available free of charge on the Investor Relations portion of our website.
+Added: The address of the website is http://www.ir.huntington.com .
+Added: Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part of this report.
+Added: Our reports, proxy statements, and other information about us is also available for inspection at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.
Document Description Report or Registration Statement SEC File or
2.1 Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial Corporation
−Removed: Current Report on Form 8-K dated December 17, 2020.
−Removed: 3.1 Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, 2019.
−Removed: Current Report on Form 8-K dated January 16, 2019.
+Added: Current Report on Form 8-K dated D ecember 13, 2020 .
+Added: 2.2 A greement and Plan of Merger, dated as of July 13, 2025, by and between Huntingt on Ban cshares Incorporated and Veritex Holdings, In c.
+Added: C urrent Report on Form 8-K dated July 13, 2025 .
+Added: 2.3 A greement and Plan of Merger, dated as of Oc tober 26, 2025, by a nd among Huntington Bancshares Incor porat ed, The Huntington National Bank and C adence Bank.
+Added: C urrent Report on Form 8-K dated October 26, 202 5 .
3.1 Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.
Current Report on Form 8-K dated January 16, 2019.
−Removed: 3.3 Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.
−Removed: Current Report on Form 8-K dated February 5, 2021
−Removed: 3.4 Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.
−Removed: Current Report on Form 8-K dated August 5, 2020.
3.2 Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.
Current Report on Form 8-K dated May 28, 2020 .
+Added: 3.3 Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.
+Added: Current Report on Form 8-K dated August 5, 2020.
+Added: 3.4 Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.
+Added: Current Report on Form 8-K dated February 5, 2021
3.5 Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021
4 unchanged sentences
Current Report on Form 8-K dated March 2, 2023
+Added: 3.8 Articles Supplementary of Huntington Bancshares Incorporated, as of September 10, 2025
+Added: Current Report on Form 8-K dated September 10, 2025.
+Added: 3.9 A rticles Supplementary of Huntington Bancshares Incorporated, effective as of February 1, 2026
+Added: Registration Statement on Form 8-A filed January 30, 2026
3.10 Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024
Current Report on Form 8-K dated July 17, 2024
−Removed: 3.10 B ylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024
−Removed: C urrent Report on Form 8-K dated July 19, 2024
−Removed: 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.
−Removed: Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
+Added: 4.1 Instruments defining the Rights of Security Holders — reference is made to Articles Fifth and Eighth of Exhibit A to the Articles of Restatement of Huntington Bancshares Incorporated, as amended and supplemented.
Description of Securities
1 unchanged sentence
Current Report on Form 8-K, dated November 28, 2012.
−Removed: 10.2(P) * Deferred Compensation Plan and Trust for Directors Post-Effective Amendment No.
−Removed: 2 to Registration Statement on Form S-8 filed on January 28, 1991.
+Added: 10.2(P) *Deferred Compensation Plan and Trust for Directors
+Added: Post-Effective Amendment No.
+Added: 2 to Registration Statement on Form S-8 filed January 28, 1991.
33-10546 4(a)
13 unchanged sentences
Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.
−Removed: 2024 Form 10-K 165
+Added: 178 Huntington Bancshares Incorporated
10.9 * Second Amendment to the 2007 Stock and Long-Term Incentive Plan.
Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders.
−Removed: 10.10 * Form of Consolidated 2012 Stock Grant Agreement for Executive Officers Pursuant to Huntington’s 2012 Long-Term Incentive Plan.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
−Removed: 10.11 * Form of 2014 Stock Option Grant Agreement for Executive Officers.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
−Removed: 10.12 * Form of 2014 Performance Stock Unit Grant Agreement for Executive Officers.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
−Removed: 10.13 * Form of 2014 Restricted Stock Unit Grant Agreement for Executive Officers Version II.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
−Removed: 10.14 * Form of 2014 Stock Option Grant Agreement for Executive Officers Version II.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
10.10 * Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan.
2 unchanged sentences
Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.
−Removed: 10.17 *Form of 2015 Stock Option Grant Agreement.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
−Removed: 10.18 *Form of 2015 Restricted Stock Unit Grant Agreement.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
−Removed: 10.19 *Huntington Bancshares Incorporated Restricted Stock Unit Grant Agreement.
−Removed: Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
10.12 * Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors .
6 unchanged sentences
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
−Removed: 10.24 *Form of 2018 Restricted Stock Unit Agreement.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.16 * Executive Deferred Compensation Plan, amended as of January 18, 2022.
2 unchanged sentences
Annual Report on Form 10-K for the year ended December 31, 2018.
−Removed: 10.27 Transition Agreement dated May 13, 2019, by and between The Huntington National Bank and Howell D.
+Added: 10.18 * T ransition Agreement dated May 13, 2019, by and between The Huntington National Bank and Howell D.
Current Report on Form 8-K, dated May 13, 2019.
5 unchanged sentences
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
−Removed: 10.31 *Letter Agreement dated December 13, 2020, by and between Huntington Bancshares Incorporated and Gary Torgow.
−Removed: Annual Report on Form 10-K for the year ended December 31, 2021.
10.22 *Letter Agreement dated February 2, 2021, by and between Huntington Bancshares Incorporated and Michael Jones.
2 unchanged sentences
Annual Report on Form 10-K for the year ended December 31, 2021.
−Removed: 10.34 * Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2019 for Time-Based Restricted Stock Units.
−Removed: TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
−Removed: 10.35 *Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2019 for Performance-Based Restricted Stock Units.
−Removed: TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
−Removed: 10.36 *Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Time-Based Restricted Stock Units.
−Removed: TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
−Removed: 10.37 *Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Performance-Based Restricted Stock Units.
−Removed: TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
−Removed: 10.38 *Amended and Restated TCF Financial 2015 Omnibus Incentive Plan.
−Removed: TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2018.
−Removed: 10.39 *Stock Incentive Plan of 2019.
−Removed: TCF Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders.
−Removed: 166 Huntington Bancshares Incorporated
−Removed: 10.40 *TCF 401K Supplemental Plan, as amended and restated effective January 1, 2020.
−Removed: TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019 .
10.24 *TCF Employees Omnibus Deferred Compensation Plan, as restated effective April 15, 2019.
7 unchanged sentences
10.28 *Amendment to Executive Deferred Compensation Plan, dated April 28, 2023 .
−Removed: A nnual Report on Form 10-K for the year ended December 31, 2023
−Removed: 10.46 Separation Agreement dated January 19,2024 by and between The Huntington National Bank and Julie Tutkovics
+Added: Annual Report on Form 10-K for the year ended December 31, 2023
+Added: 10.29 *S eparation 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
1 unchanged sentence
Current Report on Form 8-K dated April 17, 2024
−Removed: 10.48 L etter Agreement dated May 31, 2024 , by and between Huntington Bancshares Incorp o r ated and Gary Torgow
−Removed: Q uarterly Report on Form 10-Q for the quarter ended June 30, 2024
−Removed: 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
−Removed: I nsider Trading Policy
+Added: 10.31 *L etter Agreement dated May 31, 2024, by and between Huntington Bancshares Incorporated and Gary Torgow .
+Added: Quarterly Report on Form 10-Q for the quarter ended June 30, 2024
+Added: * Letter Agreement dated October 26, 2025 , b y and between Hunti ngton Bancshares Incorporated and J ames D.
+Added: Collins III .
+Added: Insider Trading Policy
Subsidiaries of the Registrant
6 unchanged sentences
Section 1350 Certification – Chief Financial Officer.
−Removed: 97 Financial Restatement Recoupment Policy
−Removed: A nnual Report on Form 10-K for the year ended December 31, 2023
+Added: Financial Restatement Compensation Recoupment Policy
101 The following material from Huntington’s Form 10-K Report for the year ended December 31, 2025, formatted in Inline XBRL:
13 unchanged sentences
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 13th Day of February, 2026.
+Added: Crane * Alice Rodriguez *
+Added: Crane Alice Rodriguez
+Added: Director Director
Rafael Andres Diaz-Granados *
+Added: Rollins III *
Rafael Andres Diaz-Granados
−Removed: Michael Hochschwender *
−Removed: Michael Hochschwender
−Removed: 168 Huntington Bancshares Incorporated
+Added: Director Director
Katherine M.A.
+Added: Kline * Jeffrey L.
Katherine M.A.
−Removed: Gary Torgow *
−Removed: */s/ Marcy C.
−Removed: Attorney-in-fact for each of the persons indicated
−Removed: 2024 Form 10-K 169
+Added: Kline Jeffrey L.
+Added: Director Director
+Added: Neu * Gary Torgow *
+Added: Neu Gary Torgow
+Added: Director Director
+Added: Phelan * */s/ Marcy C.
+Added: Phelan Marcy C.
+Added: Director Attorney-in-fact for each of the persons indicated
+Added: 180 Huntington Bancshares Incorporated
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.