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”), 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. 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, 2025. 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.
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. 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. and its subsidiaries (“Veritex”), which Huntington acquired on October 20, 2025. The financial results of Veritex are included in Huntington’s consolidated financial statements since the date of acquisition. 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. See "Note 3. Business Combinations " for further discussion of the Veritex acquisition and its impact on Huntington’s consolidated financial statements.
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, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item 9B: Other Information
Trading Plans
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)
Scott D. Kleinman , Senior Executive Vice President & President of Commercial Banking
Rule 10b5-1 Trading Arrangement December 8, 2025 December 2, 2026 Up to 149,414.009
(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”).
(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. 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.
(3) Includes: (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; (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; (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; (iv) 1,968 shares of common stock issuable on the exercise of employee stock options expected to be exercised via same day sale; and (v) 11,165 shares of common stock issuable upon the exercise of employee stock options expected to be exercised via same day sale.
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
2025 Form 10-K 175
Table of Contents
PART III
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. Portions of our 2026 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 2027 Annual Meeting, Recommendations for Directorship, and Board Committee Information of our 2026 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 2026 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, 2025.
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 35,115,299 $ 12.84 37,658,717
Equity compensation plans not approved by security holders — — —
Total 35,115,299 $ 12.84 37,658,717
(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, 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.
(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). 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 2026 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 2026 Proxy Statement, which are incorporated by reference into this item.
176 Huntington Bancshares Incorporated
Table of Contents
Item 14: Principal Accounting Fees and Services
Information required by this item is set forth under the caption Audit Matters of our 2026 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.
2025 Form 10-K 177
Table of Contents
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 a website that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the website is http://www.sec.gov . 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. The address of the website is http://www.ir.huntington.com . Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part of this report. 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.
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 D ecember 13, 2020 .
001-34073
2.1
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.
C urrent Report on Form 8-K dated July 13, 2025 .
001 -34 073
2.1
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.
C urrent Report on Form 8-K dated October 26, 202 5 .
0 01-3 4073
2.1
3.1 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
3.2 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
3.3 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
3.4 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
3.5 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
3.6 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
3.7 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
3.8 Articles Supplementary of Huntington Bancshares Incorporated, as of September 10, 2025
Current Report on Form 8-K dated September 10, 2025.
001-34073
3.1
3.9 A rticles Supplementary of Huntington Bancshares Incorporated, effective as of February 1, 2026
Registration Statement on Form 8-A filed January 30, 2026
0 01-34073
4.2
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
001-34073
3.1
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.
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 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 18, 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
178 Huntington Bancshares Incorporated
Table of Contents
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 * Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan.
Definitive Proxy Statement for the 2012 Annual Meeting of Shareholders.
001-34073
A
10.11 * Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan.
Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.
001-34073
A
10.12 * 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
10.13 * 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
10.14 * 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
10.15 * Form of 2018 Stock Option Grant Agreement.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
001-34073
10.2
10.16 * 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
10.17 * 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
10.18 * T ransition 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
10.19 * 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
10.20 * 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
10.21 *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
10.22 *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
10.23 *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
10.24 *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)
10.25 *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)
10.26 *Form of 2022 Restricted Stock Unit Agreement
Annual Report on Form 10-K for year ended December 31, 2022.
001-34073
10.43
10.27 *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
10.28 *Amendment to Executive Deferred Compensation Plan, dated April 28, 2023 .
Annual Report on Form 10-K for the year ended December 31, 2023
001-34073
10.45
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
001-34073
10.1
10.30 *H untington Bancshares Incorporated 2024 Long-Term Incentive Plan .
Current Report on Form 8-K dated April 17, 2024
001-34073
10.1
10.31 *L etter Agreement dated May 31, 2024, by and between Huntington Bancshares Incorporated and Gary Torgow .
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024
001-34073
10.2
10.32
* Letter Agreement dated October 26, 2025 , b y and between Hunti ngton Bancshares Incorporated and J ames D. Collins III .
19
Insider 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 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: (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.
2025 Form 10-K 179
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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 13th Day of February, 2026.
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 13th Day of February, 2026.
Ann B. Crane * Alice Rodriguez *
Ann B. Crane Alice Rodriguez
Director Director
Rafael Andres Diaz-Granados *
James D. Rollins III *
Rafael Andres Diaz-Granados
James D. Rollins III
Director Director
Virginia A. Hepner *
Teresa H. Shea *
Virginia A. Hepner
Teresa H. Shea
Director
Director
John C. Inglis *
Roger J. Sit *
John C. Inglis
Roger J. Sit
Director
Director
Katherine M.A. Kline * Jeffrey L. Tate *
Katherine M.A. Kline Jeffrey L. Tate
Director Director
Richard W. Neu * Gary Torgow *
Richard W. Neu Gary Torgow
Director Director
Kenneth J. Phelan * */s/ Marcy C. Hingst
Kenneth J. Phelan Marcy C. Hingst
Director Attorney-in-fact for each of the persons indicated
David L. Porteous *
David L. Porteous
Director
180 Huntington Bancshares Incorporated