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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

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☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

Commission File Number 1-34073

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Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

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Maryland												31-0724920
(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification No.)
41 South High Street			Columbus,			Ohio						43287
(Address of principal executive offices)												(Zip Code)

Registrant’s telephone number, including area code (614) 480-2265

Securities registered pursuant to Section 12(b) of the Act:

Title of class			Trading Symbol(s)			Name of exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)			HBANP			NASDAQ
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)			HBANM			NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)			HBANL			NASDAQ
Common Stock—Par Value $0.01 per Share			HBAN			NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act. x Yes ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer						x						Accelerated filer			☐
Non-accelerated filer						☐						Smaller reporting company			☐
												Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)

☐ Yes x No

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, determined by using a per share closing price of $13.18, as quoted by Nasdaq on that date, was $18,889,814,095. As of January 31, 2025, there were 1,453,758,267 shares of common stock with a par value of $0.01 outstanding.

Documents Incorporated By Reference

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for the 2025 Annual Shareholders’ Meeting.

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TABLE OF CONTENTS

HUNTINGTON BANCSHARES INCORPORATED

			Glossary of Acronyms and Terms			5
Part I.
Item 1.			Business			8
			Competition			10
			Regulatory Matters			11
			Corporate Responsibility			23
			Available Information			27
Item 1A.			Risk Factors			28
Item 1B.			Unresolved Staff Comments			43
Item 1C.			Cybersecurity			43
Item 2.			Properties			44
Item 3.			Legal Proceedings			44
Item 4.			Mine Safety Disclosures			44
Part II.
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			45
Item 6.			[Reserved]			45
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			45
			Introduction			46
			Executive Overview			46
			Discussion of Results of Operations			50
			Risk Management:			55
			Credit Risk			58
			Market Risk			70
			Liquidity Risk			74
			Operational Risk			79
			Compliance Risk			80
			Capital			80
			Business Segment Discussion			83
			Additional Disclosures			86
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			90
Item 8.			Financial Statements and Supplementary Data			90
			Consolidated Balance Sheets			94
			Consolidated Statements of Income			95
			Consolidated Statements of Comprehensive Income			96
			Consolidated Statements of Changes in Shareholders’ Equity			97
			Consolidated Statements of Cash Flows			98
			Note 1 - Significant Accounting Policies			100
			Note 2 - Accounting Standards Update			108
			Note 3 - Investment Securities and Other Securities			109
			Note 4 - Loans and Leases			113
			Note 5 - Allowance for Credit Losses			122
			Note 6 - Mortgage Loan Sales and Servicing Rights			123
			Note 7 - Goodwill and Other Intangible Assets			124
			Note 8 - Premises and Equipment			124

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			Note 9 - Operating Leases			125
			Note 10 - Borrowings			125
			Note 11 - Other Comprehensive Income			128
			Note 12 - Shareholders’ Equity			129
			Note 13 - Earnings Per Share			130
			Note 14 - Revenue from Contracts with Customers			131
			Note 15 - Share-Based Compensation			133
			Note 16 - Benefit Plans			134
			Note 17 - Income Taxes			136
			Note 18 - Fair Values of Assets and Liabilities			138
			Note 19 - Derivative Financial Instruments			147
			Note 20 - Variable Interest Entities			153
			Note 21 - Commitments and Contingent Liabilities			155
			Note 22 - Other Regulatory Matters			156
			Note 23 - Parent-Only Financial Statements			157
			Note 24 - Segment Reporting			159
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			162
Item 9A.			Controls and Procedures			162
Item 9B.			Other Information			162
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.			162
Part III.
Item 10.			Directors, Executive Officers, and Corporate Governance			163
Item 11.			Executive Compensation			163
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			163
Item 13.			Certain Relationships and Related Transactions, and Director Independence			163
Item 14.			Principal Accounting Fees and Services			164
Part IV.
Item 15.			Exhibits and Financial Statement Schedules			164
Item 16.			Form 10-K Summary			164
Signatures						168

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Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:

2024 Banking Addendum			2024 Banking Addendum to 2023 Merger Guidelines
ACL			Allowance for Credit Losses
AFS			Available-for-Sale
AI			Artificial Intelligence
ALCO			Asset-Liability Management Committee
ALLL			Allowance for Loan and Lease Losses
AML			Anti-Money Laundering
AOCI			Accumulated Other Comprehensive Income (Loss)
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
ATM			Automated Teller Machine
AULC			Allowance for Unfunded Lending Commitments
Bank Secrecy Act			Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970
Basel III			Refers to the final rule issued by the Federal Reserve and OCC and published in the Federal Register on October 11, 2013
BHC			Bank Holding Company
BHC Act			Bank Holding Company Act of 1956
Board			Board of Directors
BOLI			Bank Owned Life Insurance
Capstone Partners			Together, Capstone Corporate Finance LLC, Capstone Capital Markets LLC, CRS Capstone Partners LLC, Capstone Partners LLC, and Amherst Consulting LLC
C&I			Commercial and Industrial
CCAR			Comprehensive Capital Analysis and Review
CCB			Capital Conservation Buffer
CCPA			California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020
CDs			Certificates of Deposit
CDS			Credit Default Swap
CECL			Current Expected Credit Losses
CEO			Chief Executive Officer
CET1			Common Equity Tier 1
CFPB			Bureau of Consumer Financial Protection
CIRCIA			Cyber Incident Reporting for Critical Infrastructure Act
CISA			Cybersecurity Information Sharing Act
CISA Agency			Cybersecurity and Infrastructure Security Agency
CLN			Credit Linked Note
CME			Chicago Mercantile Exchange
CMO			Collateralized Mortgage Obligations
CODM			Chief Operating Decision Maker
CRA			Community Reinvestment Act
CRE			Commercial Real Estate
DIF			Deposit Insurance Fund
Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act
DOJ			Department of Justice
EAD			Exposure at Default
ELT			Executive Leadership Team

2024 Form 10-K 5

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EOP			End of Period
EPS			Earnings Per Share
ERM			Enterprise Risk Management
ESG			Environmental, Social, and Governance
EVE			Economic Value of Equity
FASB			Financial Accounting Standards Board
FCRA			Fair Credit Reporting Act
FDIA			Federal Deposit Insurance Act
FDIC			Federal Deposit Insurance Corporation
Federal Reserve			Board of Governors of the Federal Reserve System
FFIEC			Federal Financial Institutions Examination Council
FHC			Financial Holding Company
FHLB			Federal Home Loan Bank
FICO			Fair Isaac Corporation
FinCEN			Financial Crimes Enforcement Network
FINRA			Financial Industry Regulatory Authority, Inc.
FOMC			Federal Open Market Committee
FRB			Federal Reserve Bank
FRG			Financial Recovery Group
FTE			Fully-Taxable Equivalent
FTP			Funds Transfer Pricing
FVO			Fair Value Option
GAAP			Generally Accepted Accounting Principles in the United States of America
GDP			Gross Domestic Product
GLBA			Gramm-Leach-Bliley Act
HTM			Held-to-Maturity
IRS			Internal Revenue Service
LCR			Liquidity Coverage Ratio
LFI Rating System			Large Financial Institution Rating System
LGD			Loss Given Default
LIBOR			London Interbank Offered Rate
LIHTC			Low Income Housing Tax Credit
LTV			Loan-to-Value
MBS			Mortgage-Backed Securities
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
MSA			Metropolitan Statistical Area
MSR			Mortgage Servicing Right
NAICS			North American Industry Classification System
NALs			Nonaccrual Loans
NCO			Net Charge-off
NII			Net Interest Income
NIM			Net Interest Margin
NM			Not Meaningful
NPAs			Nonperforming Assets
OCC			Office of the Comptroller of the Currency
OCI			Other Comprehensive Income (Loss)
OCR			Optimal Customer Relationship
OFAC			Office of Foreign Assets Control
OLEM			Other Loans Especially Mentioned

6 Huntington Bancshares Incorporated

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OREO			Other Real Estate Owned
Patriot Act			Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
PCAOB			Public Company Accounting Oversight Board
PD			Probability of Default
Plan			Huntington Bancshares Retirement Plan
Problem Loans			Includes nonaccrual loans and leases, accruing loans and leases past due 90 days or more, modified loans made to borrowers experiencing financial difficulty, and criticized commercial loans
REIT			Real Estate Investment Trust
Riegle-Neal Act			The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
ROC			Risk Oversight Committee
RPS			Retirement Plan Services
RV			Recreational Vehicle
RWA			Risk-Weighted Assets
SBA			Small Business Administration
SCB			Stress Capital Buffer
SEC			Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
SPE			Special Purpose Entity
TBA			To Be Announced
TCF			TCF Financial Corporation
TCFD			Task Force on Climate-Related Financial Disclosures
U.S.			United States of America
U.S. Treasury			U.S. Department of the Treasury
VIE			Variable Interest Entity
XBRL			eXtensible Business Reporting Language

2024 Form 10-K 7

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Huntington Bancshares Incorporated

PART I

When we refer to “Huntington,” “we,” “our,” “us,” and “the Company” in this report, we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the “Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.