Huntington Bancshares (HBAN) 10-K risk factor changes: FY2024 vs FY2023

[removed: Additionally] [added: Additionally,] refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “[Risk [removed: Governance](#ifc28720717254a2384ff7b9c2e90fea6_118)”] [added: Governance](#i47ddae17145549aeb46548898835e4ac_124)”] section of our MD&A.

Our ACL of $2.4 billion at December 31, [removed: 2023,] [added: 2024,] represented management’s estimate of the current expected losses in our loan and lease portfolio [removed: (ALLL)] [added: (ALLL),] as well as our unfunded lending commitments (AULC).

Our performance could be negatively affected to the extent there is deterioration in business and economic conditions, including persistent inflation, rising interest rates, supply chain [removed: issues or] [added: issues,] labor shortages, [added: or changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs,] which have direct or indirect material adverse impacts on us, our customers, and our counterparties.

A U.S. government debt default would have a material adverse impact on our business and financial performance, including a decrease in the value of Treasury bonds and other government securities held by us, which could negatively impact [added: Huntington’s and] the Bank’s capital [removed: position] [added: positions] and [removed: its] [added: their] ability to meet regulatory requirements.

In addition, transactional income, including trust income, brokerage income, and gain on sales of [removed: loans] [added: loans,] can vary significantly from period-to-period based on a number of factors, including the interest rate environment.

[removed: Any unrealized loss] [added: Unrealized losses] from [removed: these portfolios impacts] [added: available-for-sale securities impact our] OCI, shareholders’ equity, and the Tangible Common Equity ratio.

For more information, refer to “[Market [removed: Risk](#ifc28720717254a2384ff7b9c2e90fea6_127)”] [added: Risk](#i47ddae17145549aeb46548898835e4ac_133)”] section of the MD&A.

For more information, refer to [removed: “[Competition](#ifc28720717254a2384ff7b9c2e90fea6_28)”] [added: “[Competition](#i47ddae17145549aeb46548898835e4ac_25)”] section of Item 1: Business.

The continued availability of this supply depends on customer willingness to maintain deposit balances with banks in general, and [added: with] us in particular.

We are a holding company and depend on dividends by our subsidiaries for [removed: most of our funds.][added: liquidity needs.]

The Bank conducts most of our operations, and Huntington depends upon dividends from the Bank to service Huntington’s [removed: debt] [added: operating costs] and to pay dividends to Huntington’s shareholders.

Additional information regarding dividend restrictions is provided in Item 1: Business - “[Regulatory [removed: Matters](#ifc28720717254a2384ff7b9c2e90fea6_34).”][added: Matters](#i47ddae17145549aeb46548898835e4ac_31).”]

Wholesale funding sources can include securitization, federal funds purchased, securities sold under repurchase agreements, [removed: non-core] [added: brokered] deposits, and long-term debt.

Any diminished ability to access short-term funding or capital markets to raise additional capital, if needed, could subject us to liability, restrict our ability to grow, require us to take actions that would affect our earnings negatively or otherwise adversely affect our business and our ability to implement our business plan, capital [removed: plan] [added: plan,] and strategic goals.

[removed: The credit rating agencies regularly evaluate Huntington and the Bank, and credit] [added: Credit] ratings are based on a number of factors, including our financial strength and ability to generate earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry, the economy, and changes in rating methodologies.

For example, our ability to conduct business may be adversely affected by any significant [removed: disruptions to] [added: operational disruptions, compromises or failures of] us or [removed: to] [added: of] third parties with [removed: whom] [added: which] we [removed: interact] [added: do business] or upon [removed: whom] [added: which] we rely.

Our financial, accounting, data processing, backup, or other [removed: operating] [added: operational] or security systems and infrastructure may [added: also] fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process [removed: transactions or] [added: transactions,] provide [removed: services.][added: services, or otherwise conduct business.]

Such events may include: sudden increases in customer transaction volume; electrical, telecommunications, or other major [removed: physical infrastructure] [added: service] outages; [added: client access to our digital platforms and mobile applications;] disease pandemics; [removed: cyber-attacks;] [added: cyber-attacks or other information or security breaches; software or hardware failures;] and events arising from local or larger scale political or social matters, including wars and terrorist attacks.

Additional events beyond our control that could impact our business directly or indirectly include natural disasters such as [removed: earthquakes] [added: wildfires, earthquakes,] and weather events, including tornadoes, hurricanes, and floods.

In addition, we may need to take our systems [added: or infrastructure] off-line if they become [added: subject to a cyber-attack or other information or security breach, such as becoming] infected with malware or a computer [removed: virus or as a result of another form of cyber-attack.][added: virus.]

[removed: In] [added: For example, in] the event that backup systems are utilized, they may not process data as quickly as our primary [removed: systems] [added: systems,] and some data might not have been saved to backup systems, potentially resulting in a temporary or permanent loss of such data.

In addition, our ability to implement backup systems and [added: infrastructure and] other safeguards with respect to third-party systems [added: or infrastructure] is more limited than with respect to our own [removed: systems.][added: systems and infrastructure.]

We frequently update our systems [added: and infrastructure] to support our operations and growth and to remain compliant with applicable laws, rules, and regulations.

Implementation and testing of controls related to our computer [removed: systems,] [added: systems and infrastructure,] security monitoring, and retaining and training personnel required to operate our systems [added: and infrastructure] also entail significant costs.

In addition, we may not have adequate insurance coverage to compensate for losses from a major [removed: interruption.][added: cyber-attack or other information or security breach.]

We face [added: risks from cyber-attacks and other information or] security [removed: risks,] [added: breaches,] including denial of service attacks, hacking, social engineering attacks targeting our [removed: colleagues] [added: colleagues, contractors,] and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of [removed: confidential] [added: confidential, proprietary, personal and other] information, [added: any of which could] adversely affect our business or reputation, and create significant legal and financial exposure.

Our computer [added: and data management] systems and network [removed: infrastructure] [added: infrastructure,] and those of third [removed: parties,] [added: parties] on which we are highly dependent, are subject to [removed: security] [added: cybersecurity] risks and could be susceptible to [removed: cyber-attacks, such as denial of service attacks, hacking, terrorist activities,] [added: cyber-attacks] or [removed: identity theft.][added: other information or security breaches.]

Our business relies on the secure processing, transmission, storage, and retrieval of confidential, proprietary, [added: personal,] and other information in our computer and data management systems and [removed: networks,] [added: network infrastructure,] and in the computer and data management systems and [removed: networks] [added: network infrastructure] of third parties.

We, our customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, [removed: cyber-attacks.][added: cyber-attacks or other information or security breaches.]

These cyber-attacks [added: or other information or security breaches] include computer viruses, [removed: malicious or destructive code, phishing attacks,] denial of service [added: attacks, hacking, social engineering attacks (including phishing and smishing attacks) targeting our colleagues, contractors, and customers, malware intrusion] or [removed: information,] [added: data corruption attempts,] ransomware, improper access by employees or [removed: vendors, attacks on personal email of employees, ransom demands to not expose security vulnerabilities in our systems or the systems of third parties or] [added: contractors, identity theft, and] other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, [added: destruction,] or [removed: destruction] [added: other processing] of confidential, proprietary, [added: personal,] and other information of ours, our employees, our customers, or of third parties, damage our systems [added: and infrastructure] or otherwise materially disrupt [removed: our or] [added: our,] our [removed: customers’] [added: customers’,] or other third parties’ network access or business operations.

As [removed: cyber-threats] [added: cyber-attacks or other information or security breaches] continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any [removed: information security] [added: cybersecurity] vulnerabilities or [removed: incidents.][added: cyber-attacks or other information or security breaches.]

Despite efforts to ensure the integrity of our systems and implement controls, processes, policies, and other protective measures, we may not be able to anticipate all security breaches, nor may we be able to implement sufficient preventive measures against such [added: cyber-attacks or other information or] security breaches, which may result in material losses or consequences for us.

Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, [added: including AI,] and the use of the internet and telecommunications technologies to conduct financial transactions.

In addition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities of [added: cyber threat actors, such as] organized crime affiliates, terrorist organizations, [added: state-sponsored actors,] hostile foreign governments, disgruntled employees or vendors, activists, and other external parties, including those involved in corporate [removed: espionage.][added: espionage, any of whom may enhance their efforts through the use of AI.]

In such an attack, an attacker will attempt to fraudulently induce colleagues, [added: contractors,] customers, [added: clients,] or other users of our systems [added: and infrastructure] to disclose sensitive information in order to gain access to [added: our,] our [removed: data] [added: customers’,] or [removed: that of] our [removed: clients.][added: clients’ systems and infrastructure, or the confidential, proprietary, personal, or other information stored or processed thereon.]

The techniques used by cyber [removed: criminals] [added: threat actors] change frequently, may not be recognized until launched, and may not be recognized until well after a [added: cyber-attack or other information or security] breach has occurred.

The speed at which new vulnerabilities are discovered and [removed: exploited] [added: exploited,] often before security patches are [removed: published] [added: published,] continues to rise.

Remote work further increases the risk that we may experience [removed: cyber incidents] [added: cyber-attack or other information or security breaches] as a result of our employees, [removed: vendors,] [added: colleagues, contractors,] and other third parties with which we [removed: interact] [added: do business or upon which we rely] working remotely on less secure systems and environments.

The risk of a security breach caused by a cyber-attack [added: or other information security breach] at a [removed: vendor] [added: third party with which we do business] or [added: upon which we rely, or] by unauthorized [removed: vendor] access [added: by such third party,] has also increased in recent years.

Additionally, the existence of cyber-attacks or [added: other information or] security breaches at [removed: third-party vendors] [added: such third parties] with access to our [removed: data] [added: confidential, proprietary, personal, and other information] may not be disclosed to us in a timely manner.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Any realized securities losses impact our regulatory capital ratios.

2024 Form 10-K 29

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Our competitors could be made larger through merger or consolidation.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

The credit rating agencies regularly evaluate Huntington and the Bank.

2024 Form 10-K 31

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

For more information on cybersecurity risks, see “[Risk Factors—Compliance Risks](#i47ddae17145549aeb46548898835e4ac_3338)—We face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our employees, contractors, colleagues and customers, malware intrusion or data corruption attempts, and identity theft, that could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or reputation and create significant legal and financial exposure.”

There can be no guarantee that our updates to our systems and infrastructure or any other measures we take in order to prevent, mitigate or remediate any disruption, compromise or failure of our systems or infrastructure will be successful, adequate or otherwise result in our intended outcomes.

Even when a disruption, compromise, or failure is prevented, mitigated, or remediated in a timely manner, doing so may have required expending substantial resources and management attention or taking other actions that could adversely affect customer satisfaction or retention, as well as harm our reputation.

We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms, or at all, or that our insurers will not deny coverage to any future claim.

2024 Form 10-K 33

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or at all or that our insurers will not deny coverage to any future claim.

2024 Form 10-K 35

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2024 Form 10-K 37

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.

We use AI in connection with our business and operations.

AI is complex and rapidly evolving, and the introduction of AI, a relatively new and emerging technology in the early stages of commercial use, into our business and operations may subject us to new or heightened legal, regulatory, ethical, operational, reputational, or other risks.

The models underlying AI may be incorrectly or inadequately designed or implemented and trained on, or otherwise use, data or algorithms that are, and output that may be, incomplete, inadequate, misleading, biased, poor-quality or otherwise flawed, any of which may not be easily detectable.

Further, inappropriate or controversial data practices by developers and end-users or other factors adversely affecting public opinion of AI could impair the acceptance of AI, including those incorporated in our business and operations.

If the AI that we use is deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal and regulatory action, brand or reputational harm, or other adverse impacts on our business and financial results.

Further, there can be no assurance that our use of AI will be successful in enhancing our business or operations or otherwise result in our intended outcomes, and our competitors may incorporate AI into their businesses or operations more quickly or more successfully than us.

AI and the use thereof is also subject to a variety of existing laws and regulations, including fair lending, consumer protection, intellectual property, cybersecurity, data privacy, and equal opportunity, and is expected to be subject to new laws and regulations or new applications of existing laws and regulations.

AI is the subject of evolving review by various governmental and regulatory agencies, and changes in laws and regulations governing AI may adversely affect our ability to use AI.

Additionally, various federal, state and foreign governments and regulators have implemented, or are considering implementing, general legal and regulatory frameworks for the appropriate use of AI.

It is possible that we will not be able to anticipate how to respond to these rapidly developing laws and regulations.

Further, if we do not have sufficient rights to use the data or algorithms on which our AI solutions rely or the output generated thereby, we also may incur liability through the violation of applicable laws and regulations, such as fair lending laws and regulations, third-party intellectual property, privacy or other rights, or contracts to which we are a party.

We may not be able to sufficiently mitigate or detect any of the foregoing risks or concerns given our and other market participants’ lack of experience with using AI, the pace of technological change, and rapid adoption of AI by our business partners and competitors.

Any actual or perceived failure to address risks or concerns relating to the use of AI, whether unfounded or not, could adversely affect our business and operations.

Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

We expect there will be changes in rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.

2023 Form 10-K 27

Any realized loss from these portfolios impacts regulatory capital ratios.

For example, the Economic Growth Act and the Tailoring Rules reduce the regulatory burden of certain large BHCs and raise the asset thresholds at which more onerous requirements apply, which could cause certain large BHCs to become more competitive or to more aggressively pursue expansion.

2023 Form 10-K 29

2023 Form 10-K 31

In addition, we may not have adequate insurance coverage to compensate for losses from a cybersecurity event.

Laws in all 50 states generally require, among other things, notification to affected individuals when there has been a security breach of their personal data under certain circumstances.

2023 Form 10-K 33

The sharing, use, disclosure, and protection of these types of information are governed by federal and state law.

Both personally identifiable information and personal financial information are increasingly subject to legislation and regulation, the intent of which is to protect the privacy of personal information and personal financial information that is collected and handled.

For example, under California state law, the CCPA broadly defines personal information and substantially increases the rights of California residents to understand how their personal information is collected, used, and otherwise processed by commercial businesses, such as affording them the right to access and request deletion of their information and to opt out of certain sharing and sales of personal information.

Numerous other states have also enacted or are in the process of enacting state-level privacy, data protection and/or data security laws and regulations.

We may become subject to new legislation or regulation concerning cybersecurity or the privacy of personally identifiable information and personal financial information or of any other information we may store or maintain.

2023 Form 10-K 35

2023 Form 10-K 37

This reform agenda could include a heightened focus on consumer protection, fair lending, the regulation of loan portfolios and credit concentrations to borrowers impacted by climate change, heightened scrutiny on Bank Secrecy Act and AML requirements, topics related to social equity, executive compensation, and increased capital and liquidity, as well as limits on share buybacks and dividends.

In addition, mergers and acquisitions could be dampened by increased antitrust scrutiny.

We also expect reform proposals for the short-term wholesale markets.

Strategic Risk:

2023 Form 10-K 39

For more information regarding CCAR, stress testing, and capital and liquidity requirements, refer to Item 1: Business - “[Regulatory Matters](#ifc28720717254a2384ff7b9c2e90fea6_34).”

The MD&A should be read in conjunction with the [Consolidated Financial [removed: Statements](#ifc28720717254a2384ff7b9c2e90fea6_184),] [added: Statements](#i47ddae17145549aeb46548898835e4ac_190),] [Notes to Consolidated Financial [removed: Statements](#ifc28720717254a2384ff7b9c2e90fea6_214),] [added: Statements](#i47ddae17145549aeb46548898835e4ac_220),] and other information contained in this report.

The sale of our RPS business resulted in a $57 million gain [removed: including associated goodwill allocation,] recorded within other noninterest income.

The transaction [removed: brings] [added: brought] a national scale to serve middle market business owners throughout the corporate lifecycle, building on Huntington’s regional banking foundation.

Capstone Partners related revenue, including mergers and acquisitions, capital [removed: raising] [added: raising,] and other advisory-related fees, is recognized within capital markets [added: and advisory] fees in the Consolidated Statements of Income.

In May 2022, Huntington completed the acquisition of [added: Digital Payments] Torana, [added: Inc.,] now known as Huntington ChoicePay, a digital payments business focused on business to consumer payments.

During the fourth quarter of [removed: 2023, we] [added: 2024, Huntington] updated the presentation of our [removed: noninterest income] [added: reported deposit] categories to align [removed: product and service types] more closely with how we strategically manage our business.

The Treasury / Other function includes [added: all other items not included within our two business segments, including] technology and operations, and other unallocated assets, liabilities, revenue, and expense.

[removed: Huntington’s] [added: Our] business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance.

[removed: 44] [added: 88] Huntington Bancshares Incorporated

[removed: For the reporting updates discussed above, prior] [added: Prior] period results have been adjusted to conform to the current presentation.

[removed: 2023] [added: 2024] Financial Performance Review

| | | | | | | | | | Change from [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | Change from [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| *(amounts in millions, except per share data)* | | | [removed: 2023] [added: 2024] | | | | | | Amount | | | | | | Percent | | | | | | [removed: 2022] [added: 2023] | | | | | | Amount | | | | | | Percent | | | | | | [removed: 2021] [added: 2022] | | |

| Interest income | | | $ | [removed: 8,916] [added: 9,921] | | | | | $ | [removed: 2,947] [added: 1,005] | | | | | [removed: 49] [added: 11] | | % | | | | $ | [removed: 5,969] [added: 8,916] | | | | | $ | [removed: 1,778] [added: 2,947] | | | | | [removed: 42] [added: 49] | | % | | | | $ | [removed: 4,191] [added: 5,969] | |

| Interest expense | | | [removed: 3,477] [added: 4,576] | | | | | | [removed: 2,781] [added: 1,099] | | | | | | [removed: 400] [added: 32] | | | | | | [removed: 696] [added: 3,477] | | | | | | [removed: 607] [added: 2,781] | | | | | | [removed: 682] [added: 400] | | | | | | [removed: 89] [added: 696] | | |

| Net interest income | | | [removed: 5,439] [added: 5,345] | | | | | | [removed: 166] [added: (94)] | | | | | | [removed: 3] [added: (2)] | | | | | | [removed: 5,273] [added: 5,439] | | | | | | [removed: 1,171] [added: 166] | | | | | | [removed: 29] [added: 3] | | | | | | [removed: 4,102] [added: 5,273] | | |

| Provision for credit losses | | | [removed: 402] [added: 420] | | | | | | [removed: 113] [added: 18] | | | | | | [removed: 39] [added: 4] | | | | | | [removed: 289] [added: 402] | | | | | | [removed: 264] [added: 113] | | | | | | [removed: NM] [added: 39] | | | | | | [removed: 25] [added: 289] | | |

| Net interest income after provision for credit losses | | | [removed: 5,037] [added: 4,925] | | | | | | [removed: 53] [added: (112)] | | | | | | [removed: 1] [added: (2)] | | | | | | [removed: 4,984] [added: 5,037] | | | | | | [removed: 907] [added: 53] | | | | | | [removed: 22] [added: 1] | | | | | | [removed: 4,077] [added: 4,984] | | |

| Noninterest income | | | [removed: 1,921] [added: 2,040] | | | | | | [removed: (60)] [added: 119] | | | | | | [removed: (3)] [added: 6] | | | | | | [removed: 1,981] [added: 1,921] | | | | | | [removed: 92] [added: (60)] | | | | | | [removed: 5] [added: (3)] | | | | | | [removed: 1,889] [added: 1,981] | | |

| Noninterest expense | | | [removed: 4,574] [added: 4,562] | | | | | | [removed: 373] [added: (12)] | | | | | | [removed: 9] [added: —] | | | | | | [removed: 4,201] [added: 4,574] | | | | | | [removed: (174)] [added: 373] | | | | | | [removed: (4)] [added: 9] | | | | | | [removed: 4,375] [added: 4,201] | | |

| Income before income taxes | | | [removed: 2,384] [added: 2,403] | | | | | | [removed: (380)] [added: 19] | | | | | | [removed: (14)] [added: 1] | | | | | | [removed: 2,764] [added: 2,384] | | | | | | [removed: 1,173] [added: (380)] | | | | | | [removed: 74] [added: (14)] | | | | | | [removed: 1,591] [added: 2,764] | | |

| Provision for income taxes | | | [removed: 413] [added: 443] | | | | | | [removed: (102)] [added: 30] | | | | | | [removed: (20)] [added: 7] | | | | | | [removed: 515] [added: 413] | | | | | | [removed: 221] [added: (102)] | | | | | | [removed: 75] [added: (20)] | | | | | | [removed: 294] [added: 515] | | |

| Income after income taxes | | | [removed: 1,971] [added: 1,960] | | | | | | [removed: (278)] [added: (11)] | | | | | | [removed: (12)] [added: (1)] | | | | | | [removed: 2,249] [added: 1,971] | | | | | | [removed: 952] [added: (278)] | | | | | | [removed: 73] [added: (12)] | | | | | | [removed: 1,297] [added: 2,249] | | |

| Income attributable to non-controlling interest | | | 20 | | | | | | [removed: 9] [added: —] | | | | | | [removed: 82] [added: —] | | | | | | [removed: 11] [added: 20] | | | | | | 9 | | | | | | [removed: NM] [added: 82] | | | | | | [removed: 2] [added: 11] | | |

| Net income attributable to Huntington [removed: Bancshares Inc] | | | [removed: 1,951] [added: 1,940] | | | | | | [removed: (287)] [added: (11)] | | | | | | [removed: (13)] [added: (1)] | | | | | | [removed: 2,238] [added: 1,951] | | | | | | [removed: 943] [added: (287)] | | | | | | [removed: 73] [added: (13)] | | | | | | [removed: 1,295] [added: 2,238] | | |

| Dividends on preferred shares | | | [removed: 142] [added: 134] | | | | | | [removed: 29] [added: (8)] | | | | | | [removed: 26] [added: (6)] | | | | | | [removed: 113] [added: 142] | | | | | | [removed: (18)] [added: 29] | | | | | | [removed: (14)] [added: 26] | | | | | | [removed: 131] [added: 113] | | |

| Impact of preferred stock [removed: repurchases and] redemptions [added: and repurchases] | | | [removed: (8)] [added: 5] | | | | | | [removed: (8)] [added: 13] | | | | | | NM | | | | | | [removed: —] [added: (8)] | | | | | | [removed: (11)] [added: (8)] | | | | | | NM | | | | | | [removed: 11] [added: —] | | |

| Net income applicable to common shares | | | $ | [removed: 1,817] [added: 1,801] | | | | | $ | [removed: (308)] [added: (16)] | | | | | [removed: (14)] [added: (1)] | | % | | | | $ | [removed: 2,125] [added: 1,817] | | | | | $ | [removed: 972] [added: (308)] | | | | | [removed: 84] [added: (14)] | | % | | | | $ | [removed: 1,153] [added: 2,125] | |

| Average common shares—basic | | | [removed: 1,446] [added: 1,451] | | | | | | 5 | | | | | | — | | % | | | | [removed: 1,441] [added: 1,446] | | | | | | [removed: 179] [added: 5] | | | | | | [removed: 14] [added: —] | | % | | | | [removed: 1,262] [added: 1,441] | | |

| Average common shares—diluted | | | [removed: 1,468] [added: 1,476] | | | | | | [removed: 3] [added: 8] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 1,465] [added: 1,468] | | | | | | [removed: 178] [added: 3] | | | | | | [removed: 14] [added: —] | | | | | | [removed: 1,287] [added: 1,465] | | |

| Net income per common share—basic | | | $ | [removed: 1.26] [added: 1.24] | | | | | $ | [removed: (0.21)] [added: (0.02)] | | | | | [removed: (14)] [added: (2)] | | [removed: %] | | | | $ | [removed: 1.47] [added: 1.26] | | | | | $ | [removed: 0.56] [added: (0.21)] | | | | | [removed: 62] [added: (14)] | | [removed: %] | | | | $ | [removed: 0.91] [added: 1.47] | |

| Net income per common share—diluted | | | [removed: 1.24] [added: 1.22] | | | | | | [removed: (0.21)] [added: (0.02)] | | | | | | [removed: (14)] [added: (2)] | | | | | | [removed: 1.45] [added: 1.24] | | | | | | [removed: 0.55] [added: (0.21)] | | | | | | [removed: 61] [added: (14)] | | | | | | [removed: 0.90] [added: 1.45] | | |

| Cash dividends declared | | | 0.62 | | | | | | — | | | | | | — | | | | | | 0.62 | | | | | | [removed: 0.015] [added: —] | | | | | | [removed: 2] [added: —] | | | | | | [removed: 0.605] [added: 0.62] | | |

| Net interest income | | | $ | [removed: 5,439] [added: 5,345] | | | | | $ | [removed: 166] [added: (94)] | | | | | [removed: 3] [added: (2)] | | % | | | | $ | [removed: 5,273] [added: 5,439] | | | | | $ | [removed: 1,171] [added: 166] | | | | | [removed: 29] [added: 3] | | % | | | | $ | [removed: 4,102] [added: 5,273] | |

| FTE [removed: adjustment(1)] [added: adjustment (2)] | | | [removed: 42] [added: 53] | | | | | | 11 | | | | | | [removed: 35] [added: 26] | | | | | | [removed: 31] [added: 42] | | | | | | [removed: 6] [added: 11] | | | | | | [removed: 24] [added: 35] | | | | | | [removed: 25] [added: 31] | | |

| Net interest income, FTE [removed: (non-GAAP)(1)] [added: (non-GAAP)(2)] | | | [removed: 5,481] [added: 5,398] | | | | | | [removed: 177] [added: (83)] | | | | | | [removed: 3] [added: (2)] | | | | | | [removed: 5,304] [added: 5,481] | | | | | | [removed: 1,177] [added: 177] | | | | | | [removed: 29] [added: 3] | | | | | | [removed: 4,127] [added: 5,304] | | |

| Total revenue, FTE [removed: (non-GAAP)(1)] [added: (non-GAAP)(2)] | | | $ | [removed: 7,402] [added: 7,438] | | | | | $ | [removed: 117] [added: 36] | | | | | [removed: 2] [added: —] | | % | | | | $ | [removed: 7,285] [added: 7,402] | | | | | $ | [removed: 1,269] [added: 117] | | | | | [removed: 21] [added: 2] | | % | | | | $ | [removed: 6,016] [added: 7,285] | |

[removed: (1)] [added: (2)] On an FTE basis assuming a 21% tax rate.

[removed: In 2023, we reported net] [added: Noninterest] income [removed: of] [added: was] $2.0 billion, [removed: a $287] [added: an increase of $119] million, or [removed: 13%, decrease] [added: 6%,] from the prior year.

The [removed: current year] [added: prior year’s] reported net income was negatively impacted by the [added: initial] recognition of the FDIC DIF special assessment totaling $214 million, or $169 million after tax ($0.11 per common share), [removed: to recover the cost associated with protecting uninsured depositors as part of the 2023 bank failures] and $69 million, or $55 million after tax ($0.04 per common share), of expense from staffing [removed: related initiatives] [added: efficiencies] and [removed: the consolidation of] corporate [removed: locations.][added: real estate consolidation expense.]

Reporting Update

As a result, we now report our deposit composition in the following categories: (1) demand deposits - noninterest bearing, (2) demand deposits - interest bearing, (3) money market, (4) savings, and (5) time deposits.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| Return on average total assets | | | 0.99 | | % | | | | | | | | | | | | | | | | 1.04 | | % | | | | | | | | | | | | | | | | 1.25 | | % |

| Return on average common shareholders’ equity | | | 10.4 | | | | | | | | | | | | | | | | | | 11.2 | | | | | | | | | | | | | | | | | | 13.2 | | |

| Return on average tangible common shareholders’ equity (1) | | | 15.7 | | | | | | | | | | | | | | | | | | 17.6 | | | | | | | | | | | | | | | | | | 20.7 | | |

| Net interest margin (2) | | | 3.00 | | | | | | | | | | | | | | | | | | 3.19 | | | | | | | | | | | | | | | | | | 3.25 | | |

| Efficiency ratio (3) | | | 60.5 | | | | | | | | | | | | | | | | | | 61.0 | | | | | | | | | | | | | | | | | | 56.9 | | |

| Noninterest income | | | 2,040 | | | | | | 119 | | | | | | 6 | | | | | | 1,921 | | | | | | (60) | | | | | | (3) | | | | | | 1,981 | | |

(1) Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity.

Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill.

Expense for amortization of intangibles and average assets are net of deferred tax liability and calculated assuming a 21% tax rate.

(3) Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains.

2024 Form 10-K 47

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Summary of Results

In 2024, we reported net income of $1.9 billion, or $1.22 per diluted common share, compared with net income in 2023 of $2.0 billion, or $1.24 per diluted common share.

The current year reported net income was negatively impacted by additional expense attributable to the FDIC DIF special assessment totaling $28 million, or $23 million after tax ($0.02 per common share), and $20 million, or $16 million after tax ($0.01 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense.

Net interest income was $5.3 billion in 2024, a decrease of $94 million, or 2%, from 2023.

The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loans and leases and investment security yields.

The provision for credit losses increased $18 million, or 4%, to $420 million for 2024.

Consolidated Balance Sheet and Capital Ratios

The tangible common equity to tangible assets ratio was 6.1% at both December 31, 2024 and December 31, 2023, with an increase in tangible common equity offset by an increase in tangible assets.

The increase in risk-weighted assets was driven by loan growth, partially offset by the capital benefit of two CLN transactions completed during 2024.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

- Deliver our Culture, Purpose, and Vision through a Differentiated Operating Model;

- Deliver top quartile performance through sustainable long-term profitable growth;

- Differentiate our culture, brand, and customer experience through expanded product offerings to drive digital acquisition, deepening, and retention, and leveraging partnerships and technology to grow customers and market share;

- Leverage our regional banking model and national franchise to drive scale, growth and expansion;

- Anticipate evolving customer needs to drive profitable growth;

Our 2024 results reflect strong organic growth, across both loans and deposits, supported by the combination of existing and new businesses.

Driven by our strong liquidity, capital, and credit, we invested in building existing business relationships, while expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals.

The rate cutting cycle began in 2024, with a September 50 basis point cut and two fourth quarter 25 basis point cuts, bringing the cumulative amount of rate cuts to 100 basis points since the September FOMC meeting.

Inflation is still not within the Federal Reserve’s 2% target and has recently stopped trending lower.

Employment data has stabilized after showing notable deterioration in early and mid-2024.

The unemployment rate started the year at 3.8% and ended at 4.1%, holding relatively flat throughout the second half of 2024.

Taking these factors into consideration, recent commentary from Federal Reserve members has been more neutral and suggesting it may be appropriate for the Federal Reserve to hold interest rates at current levels, with limited rate cuts expected in 2025.

Recent economic data has been mixed.

The services sector continues to expand and prices paid for services remains high, which has been the main driver to overall inflation remaining elevated.

Retail sales have held up well, while manufacturing remains weak and is generally still slowly contracting.

For further information, refer to Note 3 - “[Business Combinations](#ifc28720717254a2384ff7b9c2e90fea6_229)” of the Notes to Consolidated Financial Statements.

In June 2021, Huntington closed the acquisition of TCF Financial Corporation.

TCF was a financial holding company headquartered in Detroit, Michigan with operations across the Midwest.

The acquisition brought increased scale and market density, as well as added new markets and capabilities.

Our operating results include the impact of TCF subsequent to the acquisition on June 9, 2021.

Reporting Updates

For a description of each updated noninterest income revenue stream refer to Note 15 - “[Revenue from Contracts with Customers](#ifc28720717254a2384ff7b9c2e90fea6_289)” of the Notes to the Consolidated Financial Statements.

During the fourth quarter of 2023, we revised our FTP methodology for non-maturity deposits, which has been enhanced to consider the internally modeled weighted average life by non-maturity deposit type.

In general, the impact of the FTP methodology revision resulted in a higher cost of funds allocation as compared with the previous method.

To align with our strategic priorities, during the second quarter of 2023, we completed an organizational realignment and now report on two business segments: Consumer & Regional Banking and Commercial Banking.

The organizational realignment primarily involved consolidating our previously reported Consumer and Business Banking, Vehicle Finance and RBHPCG, into one new business segment called Consumer & Regional Banking.

During the second quarter of 2023, we revised our process for assessing and monitoring the risk and performance of non-real estate secured commercial loans, primarily loans to REITs.

These loans were reclassified from commercial real estate to the commercial and industrial loan category to align reporting with this process revision.

Earnings per common share on a diluted basis for the year were $1.24, down 14% from the prior year.

The prior year’s reported net income was negatively impacted by acquisition-related expenses totaling $95 million, or $76 million after tax ($0.05 per common share).

2023 Form 10-K 45

Average earning asset growth included a $5.7 billion, or 5%, increase in loans and leases and a $4.5 billion, or 92%, increase in interest-earning deposits with banks, partially offset by a $1.4 billion, or 3%, decrease in average securities.

The growth in average interest-bearing liabilities included a $10.1 billion, or 10%, increase in average interest-bearing deposits and a $5.2 billion, or 46%, increase in average borrowings.

The tangible common equity to tangible assets ratio was 6.14% at December 31, 2023, up 59 basis points from December 31, 2022, primarily due to an increase in tangible common equity related to earnings, net of dividends, and a decrease in accumulated other comprehensive loss due in part from a modest decline in interest rates at year-end, partially offset by higher tangible assets.

The decrease in risk-weighted assets was largely driven by the synthetic CRT related to an approximately $3 billion portfolio of on-balance sheet prime indirect auto loans.

- Drive sustainable long-term revenue growth and efficiency;

- Deliver a Category of One customer experience through our distinguished brand and culture;

- Extend our digital leadership with focus on ease of use, access to information, and self-service across products and services;

- Leverage expertise and capabilities to acquire and deepen relationships and launching of select partnerships;

Inflation continues to trend lower while remaining at levels above the Federal Reserve’s long run target.

The Federal Reserve has shifted policy to a more balanced interest rate view and continues to further evaluate the impact of their monetary tightening and the overall health of the economy.

The economy has continued to expand with fourth quarter of 2023 growth trending towards 2.0%.

Equity markets have remained buoyant anticipating easier policy from the Federal Reserve in 2024.

Further banking regulation has been delayed as recent regulatory proposals have been in their comment periods for an extended amount of time, with clarity on proposed amendments to the regulatory capital rule and long-term debt requirements for banks anticipated.

The consensus economic outlook assumes a soft landing through the first half of 2024 with modest growth in the second half of 2024.

Inflation is expected to continue to fall, approaching target levels of 2% by the third quarter of 2024, as the Federal Reserve actions will likely result in lower GDP growth and higher unemployment.

Our 2023 results reflect the execution of our growth strategy and leveraging the strength of our balance sheet, delivered through sustained deposit growth, bolstered capabilities across our payments and other fee revenue areas, and expansion of our CET1.

With our disciplined and proactive approach, we believe Huntington is well positioned to manage through the uncertain economic outlook on the horizon.

In addition, discussion of our results of operations for 2022 versus 2021 for noninterest income and business segment discussion where prior period results have been adjusted to conform to the current presentation are included within this MD&A.

2023 Form 10-K 47

| All other assets | | | 10,850 | | | | | | | | | | | | | | | | | | 10,184 | | | | | | | | | | | | | | | | | | 666 | | | | | | 7 | | | | | | | | | | | | | | |

| Money market deposits | | | 40,401 | | | | | | 1,135 | | | | | | 2.81 | | | | | | 33,733 | | | | | | 112 | | | | | | 0.33 | | | | | | 6,668 | | | | | | 20 | | | | | | | | | | | | | | |

| Savings and other domestic deposits | | | 18,345 | | | | | | 23 | | | | | | 0.13 | | | | | | 21,316 | | | | | | 5 | | | | | | 0.02 | | | | | | (2,971) | | | | | | (14) | | | | | | | | | | | | | | |

| Core certificates of deposit (4) | | | 9,780 | | | | | | 390 | | | | | | 3.99 | | | | | | 2,439 | | | | | | 12 | | | | | | 0.50 | | | | | | 7,341 | | | | | | 301 | | | | | | | | | | | | | | |

| Other domestic deposits of $250,000 or more | | | 354 | | | | | | 13 | | | | | | 3.56 | | | | | | 233 | | | | | | 1 | | | | | | 0.47 | | | | | | 121 | | | | | | 52 | | | | | | | | | | | | | | |

Information required by this item is set forth under the heading of “[Market [removed: Risk](#ifc28720717254a2384ff7b9c2e90fea6_127)”] [added: Risk](#i47ddae17145549aeb46548898835e4ac_133)”] in Item 7: MD&A, which is incorporated by reference into this item.

These include, but are not limited to, payments, mortgage banking, [removed: automobile, recreational vehicle] [added: direct] and [removed: marine] [added: indirect consumer] financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.

As of December 31, [removed: 2023,] [added: 2024,] our [removed: 999] [added: 978] full-service branches and private client group offices are [removed: primarily] located in Ohio, Colorado, [added: Florida,] Illinois, Indiana, Kentucky, Michigan, Minnesota, [added: North Carolina,] Pennsylvania, West Virginia, and Wisconsin.

[removed: Select] [added: We also maintain a local banking presence in South Carolina and Texas, along with conducting select] financial services and other activities [removed: are also conducted] in other states.

Our business model emphasizes the delivery of a complete set of banking products and services offered by larger [removed: banks] [added: banks,] but distinguished by local delivery and customer service.

A key strategic emphasis has been for our business segments to operate in cooperation to provide products and services to our customers and to build stronger and more profitable relationships using our OCR sales and service process, which aligns to our vision to be the leading people-first, [removed: digitally powered bank.][added: customer-centered bank in the country.]

Following is a description of our [added: two] business [removed: segments] [added: segments, Consumer & Regional Banking] and [added: Commercial Banking, along with] the Treasury / Other function:

We serve our customers through our network of [added: regional banking and national specialty finance] channels, including branches and ATMs, online and mobile banking, [removed: and through] our customer call [removed: centers.][added: centers, and strategic national partnerships.]

Consumer & Regional Banking offers a comprehensive set of digitally powered consumer and business financial solutions to Consumer [removed: Lending,] [added: Finance,] Regional Banking, Branch Banking, and Wealth Management customers.

Consumer [removed: Lending] [added: Finance] provides direct and indirect consumer loans, as well as dealer finance loans and deposits.

[removed: The direct] [added: Direct] consumer loan products, including mortgage and home equity, are originated through branch, online, and third-party channels.

Regional Banking, along with our business and specialty banking offerings, is a dynamic part of our [removed: business and we are committed to being the bank of choice for businesses in our markets.][added: business.]

The branch network offers full-service branches that are [removed: primarily] located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, [added: North Carolina,] Pennsylvania, West Virginia, and Wisconsin.

Wealth Management has a comprehensive product offering, including private banking, wealth [removed: management] [added: management,] and legacy planning through investment and portfolio management, fiduciary administration and trust services, institutional custody services, and full-service retail brokerage investments.

- Commercial Banking: The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, [removed: and] [added: which] includes a comprehensive set of product offerings.

We focus on specific industry verticals such as government and non-profits, healthcare, technology and telecommunications, franchises, financial sponsors, [added: Native American financial services, mortgage financial services, fund finance,] and global services.

- Treasury / Other: The Treasury / Other function includes [added: all other items not included within our two business segments, including] technology and operations, and other unallocated assets, liabilities, revenue, and expense.

The financial results for each of [removed: these] [added: our] business segments are included in Note [removed: 25] [added: 24] - “[Segment [removed: Reporting](#ifc28720717254a2384ff7b9c2e90fea6_337)”] [added: Reporting](#i47ddae17145549aeb46548898835e4ac_343)”] of Notes to Consolidated Financial Statements and are discussed in the “[Business Segment [removed: Discussion](#ifc28720717254a2384ff7b9c2e90fea6_151)”] [added: Discussion](#i47ddae17145549aeb46548898835e4ac_157)”] of our MD&A.

We employ customer friendly practices, such as a $50 Safety [removed: Zonesm,] [added: Zone®,] which prevents customers from being charged an overdraft fee if they overdraw by $50 or less, 24-Hour Grace® account feature for both commercial and consumer accounts, which gives customers an additional business day to cover overdrafts to their account without being charged overdraft fees, Early Pay, which allows customers with direct deposit availability to their paycheck up to two days early, Instant Access, which allows up to $500 of a check deposit available to customers immediately, and Asterisk-Free Checking where there is no cost to open and no monthly maintenance fees.

Huntington also has created a feature called Money [removed: Scoutsm,] [added: Scout®,] which is a tool that analyzes a customer’s spending habits and moves money that is not being used into that customer’s savings account and have introduced tools including The Hub and Huntington Heads Up® to provide customers greater visibility and control over their financial future.

The table below shows our competitive ranking and market share based on deposits of FDIC-insured institutions as of June 30, [removed: 2023,] [added: 2024,] in the top 10 MSAs in which we [removed: compete:][added: compete.]

| Minneapolis-St. Paul, MN | | | | | | 4 | | | | | | [removed: 6,565] [added: 6,604] | | | | | | 3 | | |

| Grand Rapids, MI | | | | | | 1 | | | | | | [removed: 5,605] [added: 5,756] | | | | | | 19 | | |

| *Source: FDIC.gov, based on June 30, [removed: 2023] [added: 2024] survey.* | | | | | | | | | | | | | | | | | | | | |

Huntington is a BHC under the BHC Act that has elected to be [removed: a] [added: an] FHC.

A principal objective of the U.S. bank regulatory regime is to protect depositors and customers, the DIF, the U.S. banking and financial system, and financial markets as a [removed: whole] [added: whole,] by ensuring the financial safety and soundness of BHCs and banks, including Huntington and the Bank.

As a result, Huntington is subject to more stringent standards, including liquidity and capital requirements, leverage limits, stress testing, resolution planning, and risk management standards, than those applicable to [removed: smaller institutions.][added: institutions with less than $100 billion in total consolidated assets.]

Huntington and the Bank elected to temporarily delay certain effects of CECL on regulatory capital [removed: until January 1, 2022,] pursuant to a rule that allowed BHCs and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL.

If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, Huntington’s capital ratios as of December 31, [removed: 2023,] [added: 2024,] would exceed such revised well-capitalized standard.

In addition to meeting the minimum capital requirements under the U.S. Basel III capital rules, Huntington and the Bank must maintain the applicable capital buffer (SCB [removed: or CCB)] [added: and CCB, respectively)] requirements to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.

Huntington is subject to a SCB of [removed: 3.2%] [added: 2.5%] effective [removed: for the period] October 1, [removed: 2023 through September 30,] 2024.

The following table presents the minimum regulatory capital ratios, minimum ratio plus the capital buffer, and well-capitalized minimums compared with Huntington’s and the Bank’s regulatory capital ratios as of December 31, [removed: 2023,] [added: 2024,] calculated using the regulatory capital methodology applicable as of the end of [removed: 2023.][added: 2024.]

| | | | | | | Minimum Regulatory Capital Ratio | | | Minimum Ratio + Capital Buffer (1) | | | Well-Capitalized Minimums (2) | | | | | | At December 31, [removed: 2023] [added: 2024] | | | | | | | | |

| CET1 risk-based capital ratio | | | Consolidated | | | [removed: 4.50] [added: 4.5] | | % | [removed: 7.70] [added: 7.0] | | % | N/A | | | | | | [removed: 10.25] [added: 10.5] | | % | | | | | | |

| Tier 1 risk-based capital ratio | | | Consolidated | | | [removed: 6.00] [added: 6.0] | | | [removed: 9.20] [added: 8.5] | | | [removed: 6.00] [added: 6.0] | | | | | | [removed: 11.98] [added: 11.9] | | | | | | | | |

| Total risk-based capital ratio | | | Consolidated | | | [removed: 8.00] [added: 8.0] | | | [removed: 11.20] [added: 10.5] | | | [removed: 10.00] [added: 10.0] | | | | | | [removed: 14.17] [added: 14.3] | | | | | | | | |

| Tier 1 leverage ratio | | | Consolidated | | | [removed: 4.00] [added: 4.0] | | | N/A | | | N/A | | | | | | [removed: 9.32] [added: 8.6] | | | | | | | | |

(1) Reflects a SCB of [removed: 3.2%] [added: 2.5%] for [added: both] Huntington and [removed: CCB of 2.5% for] the Bank.

As of December 31, [removed: 2023,] [added: 2024,] Huntington’s and the Bank’s regulatory capital ratios were above the well-capitalized standards and met the applicable capital buffer requirements.

In July 2023, the U.S. banking agencies issued a proposed rule to implement the Basel III endgame agreement for large banks [removed: (Basel] [added: (2023 Basel] III Endgame Proposal).

Huntington is required to include within its capital plan an assessment of the expected uses and sources of capital and a description of all planned capital actions over [removed: the] [added: a] nine-quarter planning horizon, a detailed description of the process for assessing capital adequacy, its capital policy, and a discussion of any expected changes to its business plan that are likely to have a material impact on its capital adequacy.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

In addition, we offer our customers a wide variety of financial solutions, ranging from payment instruments, such as consumer and small business credit and debit cards, payables solutions, including ACH processing and account reconciliation, and receivables solutions, including remote deposit capture, billing services, and lockbox services.

We offer merchant services to our business and commercial customers.

We also offer our customers with money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®.

2024 Form 10-K 9

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| Columbus, OH | | | | | | 1 | | | | | | $ | 44,814 | | | | | 43 | | % |

| Detroit, MI | | | | | | 5 | | | | | | 17,398 | | | | | | 9 | | |

| Cleveland, OH | | | | | | 2 | | | | | | 15,595 | | | | | | 12 | | |

| Chicago, IL | | | | | | 11 | | | | | | 9,667 | | | | | | 2 | | |

| Indianapolis, IN | | | | | | 5 | | | | | | 5,493 | | | | | | 6 | | |

| Akron, OH | | | | | | 1 | | | | | | 5,191 | | | | | | 28 | | |

| Cincinnati, OH | | | | | | 5 | | | | | | 4,735 | | | | | | 3 | | |

| Pittsburgh, PA | | | | | | 7 | | | | | | 4,682 | | | | | | 2 | | |

2024 Form 10-K 11

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Pause on Major Federal Reserve Rulemakings

In January 2025, the Federal Reserve stated that Vice Chair for Supervision Michael Barr would step down from the position, effective, February 28, 2025.

The Federal Reserve stated that it will not issue any major rulemakings from the time of the announcement until a new vice chair for supervision is confirmed by the U.S. Senate.

Late in the term of the Biden administration, the standards by which bank and financial institution acquisitions would be evaluated have been undergoing review and change by the OCC and the DOJ, but not by the Federal Reserve.

These reviews and changes were incorporated into non-binding guidance.

Whether and how the guidance might be further changed or interpreted by the Trump administration is uncertain.

In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act applications for OCC-supervised institutions, including the Bank.

The final rule removes the ability for Bank Merger Act applicants to file a streamlined application form for certain types of acquisitions and removes the expedited review process for Bank Merger Act applications.

The policy statement provides 19 indicators of whether a Bank Merger Act application is more or less likely to be approved by the OCC.

The policy statement also provides heightened expectations around the existing statutory factors the OCC is required to consider in evaluating Bank Merger Act applications.

In September 2024, the DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum.

The DOJ clarified that it will assess competition considerations in connection with bank and bank holding company mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.

The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and bank holding company mergers.

An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.

2024 Form 10-K 13

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

The timing and form of any final rule implementing the long-term debt requirements and clean holding company requirements remains uncertain.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

As of December 31, 2024, we have phased in 75% of the cumulative CECL deferral with the full cumulative CECL deferral fully phased in beginning January 1, 2025.

| | | | Bank | | | 4.5 | | | 7.0 | | | 6.5 | | % | | | | 11.6 | | | | | | | | |

| | | | Bank | | | 6.0 | | | 8.5 | | | 8.0 | | | | | | 12.4 | | | | | | | | |

| | | | Bank | | | 8.0 | | | 10.5 | | | 10.0 | | | | | | 14.1 | | | | | | | | |

To align with our strategic priorities, during the second quarter of 2023, we completed an organizational realignment and now report on two business segments: Consumer & Regional Banking and Commercial Banking.

The organizational realignment primarily involved consolidating our previously reported Consumer and Business Banking, Vehicle Finance and RBHPCG, into one new business segment called Consumer & Regional Banking.

2023 Form 10-K 7

We are the #1 SBA lender in the nation by loan volume as of federal fiscal year end September 30, 2023.

| Columbus, OH | | | | | | 1 | | | | | | $ | 41,638 | | | | | 40 | | % |

| Detroit, MI | | | | | | 4 | | | | | | 16,844 | | | | | | 9 | | |

| Cleveland, OH | | | | | | 2 | | | | | | 14,254 | | | | | | 11 | | |

| Chicago, IL | | | | | | 11 | | | | | | 9,149 | | | | | | 2 | | |

| Indianapolis, IN | | | | | | 5 | | | | | | 5,501 | | | | | | 6 | | |

| Akron, OH | | | | | | 1 | | | | | | 5,054 | | | | | | 28 | | |

| Cincinnati, OH | | | | | | 5 | | | | | | 4,497 | | | | | | 2 | | |

| Pittsburgh, PA | | | | | | 7 | | | | | | 4,422 | | | | | | 2 | | |

2023 Form 10-K 9

2023 Form 10-K 11

As of December 31, 2023, we have phased in 50% of the cumulative CECL deferral with the remaining impact to be recognized through the first quarter 2025.

2023 Form 10-K 13

| | | | Bank | | | 4.50 | | | 7.00 | | | 6.50 | | % | | | | 10.60 | | | | | | | | |

| | | | Bank | | | 6.00 | | | 8.50 | | | 8.00 | | | | | | 11.47 | | | | | | | | |

| | | | Bank | | | 8.00 | | | 10.50 | | | 10.00 | | | | | | 13.09 | | | | | | | | |

| | | | Bank | | | 4.00 | | | N/A | | | 5.00 | | | | | | 8.51 | | | | | | | | |

In addition to calculating risk-weighted assets under the current U.S. standardized approach, the proposal introduces a new “expanded risk-based approach.” As compared with the standardized approach, the expanded risk-based approach includes more granular risk weights for credit risk and introduces a new market risk framework.

The expanded risk-based approach also includes operational risk and credit valuation adjustment risk-weighted asset components.

The proposal also would require the new market risk standards from the proposal be applied in the standardized approach.

If adopted as proposed, Huntington would be required to calculate its risk-based capital ratios under both the current U.S. standardized approach and the expanded risk-based approach and would be subject to the lower of the two resulting ratios for each risk-based capital ratio.

The proposal would also require banking organizations to recognize most elements of AOCI in regulatory capital, including unrealized gains and losses on available-for-sale securities, and lower thresholds for deductions from CET1 capital for mortgage servicing assets and deferred tax assets, among other things.

In addition, the proposal would apply the SCB to risk-based capital requirements calculated under both U.S. standardized approach and the expanded risk-based approach.

The proposal includes a proposed effective date of July 1, 2025, with three-year transition arrangements until revised standards are fully phased in on July 1, 2028.

Although we were not subject to the Federal Reserve’s 2023 supervisory stress test, our indicative SCB was updated for 2023 based on the dividend add-on component of the SCB.

2023 Form 10-K 15

In August 2023, the FDIC issued a proposed rule that would require covered insured depository institutions, such as the Bank, to submit a full resolution plan to the FDIC every two years and submit an interim supplement in each year that it is not required to submit a full resolution plan.

The proposed rule would also increase the content requirements for plan submissions and introduce a new credibility standard for the FDIC’s evaluation of resolution plans, which would be enforceable against the covered insured depository institutions.

2023 Form 10-K 17

Other federal and state laws and regulations impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers.

Based on the Bank’s reported uninsured deposits as of December 31, 2022, the entire estimated amount of approximately $214 million was recognized as an accrued liability and related expense in the fourth quarter of 2023.

The final rule becomes effective April 1, 2024, and the first collection will be reflected on the invoice for the first quarterly assessment period of 2024, with the first payment due on June 28, 2024.

2023 Form 10-K 19

Cybersecurity

The final rule became effective July 1, 2023.

As an issuer with over $10 billion in assets, Huntington is subject to Regulation II and is in compliance with these new requirements.

If adopted, the proposal would go into effect on the October 1st that follows publication of the final rule in the Federal Register by at least six months.

Information required by this item is set forth in Note [removed: 22] [added: 21] - “[Commitments and Contingent [removed: Liabilities](#ifc28720717254a2384ff7b9c2e90fea6_322)”] [added: Liabilities](#i47ddae17145549aeb46548898835e4ac_328)”] of the Notes to Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is incorporated into this Item by reference.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] determined by using a per share closing price of [removed: $10.78,] [added: $13.18,] as quoted by Nasdaq on that date, was [removed: $15,337,338,365.][added: $18,889,814,095.]

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 1,448,345,863] [added: 1,453,758,267] shares of common stock with a par value of $0.01 outstanding.

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Shareholders’ Meeting.

| | | | [Glossary of Acronyms and [removed: Terms](#ifc28720717254a2384ff7b9c2e90fea6_13)] [added: Terms](#i47ddae17145549aeb46548898835e4ac_13)] | | | [removed: [4](#ifc28720717254a2384ff7b9c2e90fea6_13)] [added: [5](#i47ddae17145549aeb46548898835e4ac_13)] | | |

| [Item [removed: 1.](#ifc28720717254a2384ff7b9c2e90fea6_34)] [added: 1.](#i47ddae17145549aeb46548898835e4ac_31)] | | | [removed: [Business](#ifc28720717254a2384ff7b9c2e90fea6_22)] [added: [Business](#i47ddae17145549aeb46548898835e4ac_22)] | | | [removed: [7](#ifc28720717254a2384ff7b9c2e90fea6_22)] [added: [8](#i47ddae17145549aeb46548898835e4ac_22)] | | |

| [Item [removed: 1A.](#ifc28720717254a2384ff7b9c2e90fea6_37)] [added: 1A.](#i47ddae17145549aeb46548898835e4ac_40)] | | | [Risk [removed: Factors](#ifc28720717254a2384ff7b9c2e90fea6_37)] [added: Factors](#i47ddae17145549aeb46548898835e4ac_40)] | | | [removed: [27](#ifc28720717254a2384ff7b9c2e90fea6_37)] [added: [28](#i47ddae17145549aeb46548898835e4ac_40)] | | |

| [Item [removed: 1B.](#ifc28720717254a2384ff7b9c2e90fea6_49)] [added: 1B.](#i47ddae17145549aeb46548898835e4ac_52)] | | | [Unresolved Staff [removed: Comments](#ifc28720717254a2384ff7b9c2e90fea6_49)] [added: Comments](#i47ddae17145549aeb46548898835e4ac_52)] | | | [removed: [40](#ifc28720717254a2384ff7b9c2e90fea6_49)] [added: [43](#i47ddae17145549aeb46548898835e4ac_52)] | | |

| [Item [removed: 2.](#ifc28720717254a2384ff7b9c2e90fea6_52)] [added: 2.](#i47ddae17145549aeb46548898835e4ac_58)] | | | [removed: [Properties](#ifc28720717254a2384ff7b9c2e90fea6_52)] [added: [Properties](#i47ddae17145549aeb46548898835e4ac_58)] | | | [removed: [42](#ifc28720717254a2384ff7b9c2e90fea6_52)] [added: [44](#i47ddae17145549aeb46548898835e4ac_58)] | | |

| [Item [removed: 3.](#ifc28720717254a2384ff7b9c2e90fea6_61)] [added: 3.](#i47ddae17145549aeb46548898835e4ac_67)] | | | [Legal [removed: Proceedings](#ifc28720717254a2384ff7b9c2e90fea6_61)] [added: Proceedings](#i47ddae17145549aeb46548898835e4ac_67)] | | | [removed: [42](#ifc28720717254a2384ff7b9c2e90fea6_61)] [added: [44](#i47ddae17145549aeb46548898835e4ac_67)] | | |

| [Item [removed: 4.](#ifc28720717254a2384ff7b9c2e90fea6_64)] [added: 4.](#i47ddae17145549aeb46548898835e4ac_70)] | | | [Mine Safety [removed: Disclosures](#ifc28720717254a2384ff7b9c2e90fea6_64)] [added: Disclosures](#i47ddae17145549aeb46548898835e4ac_70)] | | | [removed: [42](#ifc28720717254a2384ff7b9c2e90fea6_64)] [added: [44](#i47ddae17145549aeb46548898835e4ac_70)] | | |

| [Item [removed: 5.](#ifc28720717254a2384ff7b9c2e90fea6_70)] [added: 5.](#i47ddae17145549aeb46548898835e4ac_76)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ifc28720717254a2384ff7b9c2e90fea6_70)] [added: Securities](#i47ddae17145549aeb46548898835e4ac_76)] | | | [removed: [43](#ifc28720717254a2384ff7b9c2e90fea6_70)] [added: [45](#i47ddae17145549aeb46548898835e4ac_76)] | | |

| [Item [removed: 6.](#ifc28720717254a2384ff7b9c2e90fea6_82)] [added: 6.](#i47ddae17145549aeb46548898835e4ac_88)] | | | [removed: [\[Reserved\]](#ifc28720717254a2384ff7b9c2e90fea6_79)] [added: [\[Reserved\]](#i47ddae17145549aeb46548898835e4ac_85)] | | | [removed: [43](#ifc28720717254a2384ff7b9c2e90fea6_79)] [added: [45](#i47ddae17145549aeb46548898835e4ac_85)] | | |

| [Item [removed: 7.](#ifc28720717254a2384ff7b9c2e90fea6_85)] [added: 7.](#i47ddae17145549aeb46548898835e4ac_91)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifc28720717254a2384ff7b9c2e90fea6_85)] [added: Operations](#i47ddae17145549aeb46548898835e4ac_91)] | | | [removed: [43](#ifc28720717254a2384ff7b9c2e90fea6_85)] [added: [45](#i47ddae17145549aeb46548898835e4ac_91)] | | |

| | | | [Executive [removed: Overview](#ifc28720717254a2384ff7b9c2e90fea6_91)] [added: Overview](#i47ddae17145549aeb46548898835e4ac_97)] | | | [removed: [44](#ifc28720717254a2384ff7b9c2e90fea6_91)] [added: [46](#i47ddae17145549aeb46548898835e4ac_97)] | | |

| | | | [Discussion of Results of [removed: Operations](#ifc28720717254a2384ff7b9c2e90fea6_94)] [added: Operations](#i47ddae17145549aeb46548898835e4ac_100)] | | | [removed: [47](#ifc28720717254a2384ff7b9c2e90fea6_94)] [added: [50](#i47ddae17145549aeb46548898835e4ac_100)] | | |

| | | | [Business Segment [removed: Discussion](#ifc28720717254a2384ff7b9c2e90fea6_151)] [added: Discussion](#i47ddae17145549aeb46548898835e4ac_157)] | | | [removed: [81](#ifc28720717254a2384ff7b9c2e90fea6_151)] [added: [83](#i47ddae17145549aeb46548898835e4ac_157)] | | |

| [Item [removed: 7A.](#ifc28720717254a2384ff7b9c2e90fea6_181)] [added: 7A.](#i47ddae17145549aeb46548898835e4ac_187)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifc28720717254a2384ff7b9c2e90fea6_181)] [added: Risk](#i47ddae17145549aeb46548898835e4ac_187)] | | | [removed: [88](#ifc28720717254a2384ff7b9c2e90fea6_181)] [added: [90](#i47ddae17145549aeb46548898835e4ac_187)] | | |

| [Item [removed: 8.](#ifc28720717254a2384ff7b9c2e90fea6_184)] [added: 8.](#i47ddae17145549aeb46548898835e4ac_190)] | | | [Financial Statements and Supplementary [removed: Data](#ifc28720717254a2384ff7b9c2e90fea6_184)] [added: Data](#i47ddae17145549aeb46548898835e4ac_190)] | | | [removed: [88](#ifc28720717254a2384ff7b9c2e90fea6_184)] [added: [90](#i47ddae17145549aeb46548898835e4ac_190)] | | |

| [Item [removed: 9.](#ifc28720717254a2384ff7b9c2e90fea6_349)] [added: 9.](#i47ddae17145549aeb46548898835e4ac_355)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ifc28720717254a2384ff7b9c2e90fea6_349)] [added: Disclosure](#i47ddae17145549aeb46548898835e4ac_355)] | | | [removed: [160](#ifc28720717254a2384ff7b9c2e90fea6_349)] [added: [162](#i47ddae17145549aeb46548898835e4ac_355)] | | |

| [Item [removed: 9A.](#ifc28720717254a2384ff7b9c2e90fea6_352)] [added: 9A.](#i47ddae17145549aeb46548898835e4ac_358)] | | | [Controls and [removed: Procedures](#ifc28720717254a2384ff7b9c2e90fea6_352)] [added: Procedures](#i47ddae17145549aeb46548898835e4ac_358)] | | | [removed: [160](#ifc28720717254a2384ff7b9c2e90fea6_352)] [added: [162](#i47ddae17145549aeb46548898835e4ac_358)] | | |

| [Item [removed: 9B.](#ifc28720717254a2384ff7b9c2e90fea6_355)] [added: 9B.](#i47ddae17145549aeb46548898835e4ac_361)] | | | [Other [removed: Information](#ifc28720717254a2384ff7b9c2e90fea6_355)] [added: Information](#i47ddae17145549aeb46548898835e4ac_361)] | | | [removed: [160](#ifc28720717254a2384ff7b9c2e90fea6_355)] [added: [162](#i47ddae17145549aeb46548898835e4ac_361)] | | |

| [Item [removed: 9C.](#ifc28720717254a2384ff7b9c2e90fea6_358)] [added: 9C.](#i47ddae17145549aeb46548898835e4ac_367)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#ifc28720717254a2384ff7b9c2e90fea6_358)] [added: Inspections.](#i47ddae17145549aeb46548898835e4ac_367)] | | | [removed: [160](#ifc28720717254a2384ff7b9c2e90fea6_358)] [added: [162](#i47ddae17145549aeb46548898835e4ac_367)] | | |

| [Item [removed: 10.](#ifc28720717254a2384ff7b9c2e90fea6_364)] [added: 10.](#i47ddae17145549aeb46548898835e4ac_373)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ifc28720717254a2384ff7b9c2e90fea6_364)] [added: Governance](#i47ddae17145549aeb46548898835e4ac_373)] | | | [removed: [160](#ifc28720717254a2384ff7b9c2e90fea6_364)] [added: [163](#i47ddae17145549aeb46548898835e4ac_373)] | | |

| [Item [removed: 11.](#ifc28720717254a2384ff7b9c2e90fea6_367)] [added: 11.](#i47ddae17145549aeb46548898835e4ac_376)] | | | [Executive [removed: Compensation](#ifc28720717254a2384ff7b9c2e90fea6_367)] [added: Compensation](#i47ddae17145549aeb46548898835e4ac_376)] | | | [removed: [161](#ifc28720717254a2384ff7b9c2e90fea6_367)] [added: [163](#i47ddae17145549aeb46548898835e4ac_376)] | | |

| [Item [removed: 12.](#ifc28720717254a2384ff7b9c2e90fea6_373)] [added: 12.](#i47ddae17145549aeb46548898835e4ac_382)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ifc28720717254a2384ff7b9c2e90fea6_373)] [added: Matters](#i47ddae17145549aeb46548898835e4ac_382)] | | | [removed: [161](#ifc28720717254a2384ff7b9c2e90fea6_373)] [added: [163](#i47ddae17145549aeb46548898835e4ac_382)] | | |

| [Item [removed: 13.](#ifc28720717254a2384ff7b9c2e90fea6_376)] [added: 13.](#i47ddae17145549aeb46548898835e4ac_385)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ifc28720717254a2384ff7b9c2e90fea6_376)] [added: Independence](#i47ddae17145549aeb46548898835e4ac_385)] | | | [removed: [161](#ifc28720717254a2384ff7b9c2e90fea6_376)] [added: [163](#i47ddae17145549aeb46548898835e4ac_385)] | | |

| [Item [removed: 14.](#ifc28720717254a2384ff7b9c2e90fea6_379)] [added: 14.](#i47ddae17145549aeb46548898835e4ac_388)] | | | [Principal Accounting Fees and [removed: Services](#ifc28720717254a2384ff7b9c2e90fea6_379)] [added: Services](#i47ddae17145549aeb46548898835e4ac_388)] | | | [removed: [161](#ifc28720717254a2384ff7b9c2e90fea6_379)] [added: [164](#i47ddae17145549aeb46548898835e4ac_388)] | | |

| [Item [removed: 15.](#ifc28720717254a2384ff7b9c2e90fea6_385)] [added: 15.](#i47ddae17145549aeb46548898835e4ac_394)] | | | [Exhibits and Financial Statement [removed: Schedules](#ifc28720717254a2384ff7b9c2e90fea6_385)] [added: Schedules](#i47ddae17145549aeb46548898835e4ac_394)] | | | [removed: [162](#ifc28720717254a2384ff7b9c2e90fea6_385)] [added: [164](#i47ddae17145549aeb46548898835e4ac_394)] | | |

| [Item [removed: 16.](#ifc28720717254a2384ff7b9c2e90fea6_388)] [added: 16.](#i47ddae17145549aeb46548898835e4ac_397)] | | | [Form 10-K [removed: Summary](#ifc28720717254a2384ff7b9c2e90fea6_388)] [added: Summary](#i47ddae17145549aeb46548898835e4ac_397)] | | | [removed: [162](#ifc28720717254a2384ff7b9c2e90fea6_388)] [added: [164](#i47ddae17145549aeb46548898835e4ac_397)] | | |

| CET1 | | | Common Equity Tier 1 [removed: on a Basel III basis] | | |

| Problem Loans | | | Includes nonaccrual loans and leases, accruing loans and leases past due 90 days or more, [removed: troubled debt restructured loans,] [added: modified loans made to borrowers experiencing financial difficulty,] and criticized commercial loans | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

TABLE OF CONTENTS

| | | | [C](#i47ddae17145549aeb46548898835e4ac_25)[ompetition](#i47ddae17145549aeb46548898835e4ac_25) | | | [10](#i47ddae17145549aeb46548898835e4ac_25) | | |

| | | | [R](#i47ddae17145549aeb46548898835e4ac_31)[egulatory Matters](#i47ddae17145549aeb46548898835e4ac_31) | | | [11](#i47ddae17145549aeb46548898835e4ac_31) | | |

| | | | [C](#i47ddae17145549aeb46548898835e4ac_34)[orporate Responsib](#i47ddae17145549aeb46548898835e4ac_34)[ility](#i47ddae17145549aeb46548898835e4ac_34) | | | [23](#i47ddae17145549aeb46548898835e4ac_34) | | |

| | | | [A](#i47ddae17145549aeb46548898835e4ac_37)[vailable Information](#i47ddae17145549aeb46548898835e4ac_37) | | | [27](#i47ddae17145549aeb46548898835e4ac_37) | | |

| [Item 1C.](#i47ddae17145549aeb46548898835e4ac_55) | | | [Cybersecurity](#i47ddae17145549aeb46548898835e4ac_55) | | | [43](#i47ddae17145549aeb46548898835e4ac_55) | | |

| | | | [Introduction](#i47ddae17145549aeb46548898835e4ac_94) | | | [46](#i47ddae17145549aeb46548898835e4ac_94) | | |

| | | | [Risk Management](#i47ddae17145549aeb46548898835e4ac_124)[:](#i47ddae17145549aeb46548898835e4ac_124) | | | [55](#i47ddae17145549aeb46548898835e4ac_124) | | |

| | | | [Credit Risk](#i47ddae17145549aeb46548898835e4ac_127) | | | [58](#i47ddae17145549aeb46548898835e4ac_127) | | |

| | | | [Market Risk](#i47ddae17145549aeb46548898835e4ac_133) | | | [70](#i47ddae17145549aeb46548898835e4ac_133) | | |

| | | | [Liquidity Risk](#i47ddae17145549aeb46548898835e4ac_142) | | | [74](#i47ddae17145549aeb46548898835e4ac_142) | | |

| | | | [Operational Risk](#i47ddae17145549aeb46548898835e4ac_148) | | | [79](#i47ddae17145549aeb46548898835e4ac_148) | | |

| | | | [Compliance Risk](#i47ddae17145549aeb46548898835e4ac_151) | | | [80](#i47ddae17145549aeb46548898835e4ac_151) | | |

| | | | [Capital](#i47ddae17145549aeb46548898835e4ac_154) | | | [80](#i47ddae17145549aeb46548898835e4ac_154) | | |

| | | | | | | | | |

| | | | [Additional Disclosures](#i47ddae17145549aeb46548898835e4ac_181) | | | [86](#i47ddae17145549aeb46548898835e4ac_181) | | |

| | | | [C](#i47ddae17145549aeb46548898835e4ac_205)[on](#i47ddae17145549aeb46548898835e4ac_205)[solidated Balance](#i47ddae17145549aeb46548898835e4ac_205) [](#i47ddae17145549aeb46548898835e4ac_205)[Sheets](#i47ddae17145549aeb46548898835e4ac_205) | | | [94](#i47ddae17145549aeb46548898835e4ac_205) | | |

| | | | [Consolidated St](#i47ddae17145549aeb46548898835e4ac_208)[atem](#i47ddae17145549aeb46548898835e4ac_208)[ents of Income](#i47ddae17145549aeb46548898835e4ac_208) | | | [95](#i47ddae17145549aeb46548898835e4ac_208) | | |

| | | | [Consolidated Stat](#i47ddae17145549aeb46548898835e4ac_211)[ement](#i47ddae17145549aeb46548898835e4ac_211)[s of Comprehensive Income](#i47ddae17145549aeb46548898835e4ac_211) | | | [96](#i47ddae17145549aeb46548898835e4ac_211) | | |

| | | | [Consolidated State](#i47ddae17145549aeb46548898835e4ac_214)[ments of C](#i47ddae17145549aeb46548898835e4ac_214)[hanges in Shareholders](#i47ddae17145549aeb46548898835e4ac_214)[’](#i47ddae17145549aeb46548898835e4ac_214) [Equity](#i47ddae17145549aeb46548898835e4ac_214) | | | [97](#i47ddae17145549aeb46548898835e4ac_214) | | |

| | | | [C](#i47ddae17145549aeb46548898835e4ac_217)[onsolidated Statements of Cash Flows](#i47ddae17145549aeb46548898835e4ac_217) | | | [98](#i47ddae17145549aeb46548898835e4ac_217) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_223)[ote 1 - Significant Accounting P](#i47ddae17145549aeb46548898835e4ac_223)[olicies](#i47ddae17145549aeb46548898835e4ac_223) | | | [100](#i47ddae17145549aeb46548898835e4ac_223) | | |

| | | | [Note 2 - Accounting Standards Update](#i47ddae17145549aeb46548898835e4ac_229) | | | [108](#i47ddae17145549aeb46548898835e4ac_229) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_241)[ote 3 -](#i47ddae17145549aeb46548898835e4ac_241) [Investment S](#i47ddae17145549aeb46548898835e4ac_241)[ecu](#i47ddae17145549aeb46548898835e4ac_241)[rities and Other Securities](#i47ddae17145549aeb46548898835e4ac_241) | | | [109](#i47ddae17145549aeb46548898835e4ac_241) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_244)[ote 4 - Loans and Leases](#i47ddae17145549aeb46548898835e4ac_244) | | | [113](#i47ddae17145549aeb46548898835e4ac_244) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_250)[ote 5 - Allowance for Credit Losses](#i47ddae17145549aeb46548898835e4ac_250) | | | [122](#i47ddae17145549aeb46548898835e4ac_250) | | |

| | | | [Note 6 - Mortgage Loan Sales and](#i47ddae17145549aeb46548898835e4ac_253) [Servicing Rights](#i47ddae17145549aeb46548898835e4ac_253) | | | [123](#i47ddae17145549aeb46548898835e4ac_253) | | |

| | | | [Note 7 - Goodwill and Other Intangible Assets](#i47ddae17145549aeb46548898835e4ac_259) | | | [124](#i47ddae17145549aeb46548898835e4ac_259) | | |

| | | | [Note 8 - Premises and](#i47ddae17145549aeb46548898835e4ac_265) [Equipment](#i47ddae17145549aeb46548898835e4ac_265) | | | [124](#i47ddae17145549aeb46548898835e4ac_265) | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Note 9 - Operating Leases](#i47ddae17145549aeb46548898835e4ac_268) | | | [125](#i47ddae17145549aeb46548898835e4ac_268) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_271)[ote 10 - Borrowings](#i47ddae17145549aeb46548898835e4ac_271) | | | [125](#i47ddae17145549aeb46548898835e4ac_271) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_277)[ote 11 - Other Comprehensive Income](#i47ddae17145549aeb46548898835e4ac_277) | | | [128](#i47ddae17145549aeb46548898835e4ac_277) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_286)[ote 12 - Shareholders](#i47ddae17145549aeb46548898835e4ac_286)[’](#i47ddae17145549aeb46548898835e4ac_286) [Equi](#i47ddae17145549aeb46548898835e4ac_286)[ty](#i47ddae17145549aeb46548898835e4ac_286) | | | [129](#i47ddae17145549aeb46548898835e4ac_286) | | |

| | | | [Note 13 - Earnings Per Share](#i47ddae17145549aeb46548898835e4ac_292) | | | [130](#i47ddae17145549aeb46548898835e4ac_292) | | |

INDEX

| [I](#ifc28720717254a2384ff7b9c2e90fea6_3107)[tem 1C.](#ifc28720717254a2384ff7b9c2e90fea6_3107) | | | [Cybersecurity](#ifc28720717254a2384ff7b9c2e90fea6_3107) | | | [41](#ifc28720717254a2384ff7b9c2e90fea6_3107) | | |

| | | | [Introduction](#ifc28720717254a2384ff7b9c2e90fea6_88) | | | [44](#ifc28720717254a2384ff7b9c2e90fea6_88) | | |

| | | | [Risk Management and Capital:](#ifc28720717254a2384ff7b9c2e90fea6_115) | | | [53](#ifc28720717254a2384ff7b9c2e90fea6_118) | | |

| | | | [R](#ifc28720717254a2384ff7b9c2e90fea6_118)[isk Governance](#ifc28720717254a2384ff7b9c2e90fea6_118) | | | [53](#ifc28720717254a2384ff7b9c2e90fea6_118) | | |

| | | | [Credit Risk](#ifc28720717254a2384ff7b9c2e90fea6_121) | | | [55](#ifc28720717254a2384ff7b9c2e90fea6_121) | | |

| | | | [Market Risk](#ifc28720717254a2384ff7b9c2e90fea6_127) | | | [68](#ifc28720717254a2384ff7b9c2e90fea6_127) | | |

| | | | [Liquidity Risk](#ifc28720717254a2384ff7b9c2e90fea6_136) | | | [71](#ifc28720717254a2384ff7b9c2e90fea6_136) | | |

| | | | [Operational Risk](#ifc28720717254a2384ff7b9c2e90fea6_142) | | | [77](#ifc28720717254a2384ff7b9c2e90fea6_142) | | |

| | | | [Compliance Risk](#ifc28720717254a2384ff7b9c2e90fea6_145) | | | [78](#ifc28720717254a2384ff7b9c2e90fea6_145) | | |

| | | | [Capital](#ifc28720717254a2384ff7b9c2e90fea6_148) | | | [78](#ifc28720717254a2384ff7b9c2e90fea6_148) | | |

| | | | [Additional Disclosures](#ifc28720717254a2384ff7b9c2e90fea6_175) | | | [85](#ifc28720717254a2384ff7b9c2e90fea6_175) | | |

| [Signatures](#ifc28720717254a2384ff7b9c2e90fea6_394) | | | | | | [166](#ifc28720717254a2384ff7b9c2e90fea6_394) | | |

| BTFP | | | Bank Term Funding Program | | |

| Capstone Partners | | | Capstone Enterprises LLC | | |

| CFO | | | Chief Financial Officer | | |

| COVID-19 | | | Coronavirus Disease 2019 | | |

| CDP | | | Carbon Disclosure Project | | |

| CRO | | | Chief Risk Officer | | |

| CRT | | | Credit Risk Transfer | | |

| DEI | | | Diversity, Equity, and Inclusion | | |

| Economic Growth Act | | | Economic Growth, Regulatory Relief and Consumer Protection Act | | |

4 Huntington Bancshares Incorporated

| HIC | | | Huntington Investment Company | | |

| HMDA | | | Home Mortgage Disclosure Act | | |

| Last-of-Layer | | | Last-of-layer is a fair value hedge of the interest rate risk of a portfolio of similar prepayable assets whereby the last dollar amount within the portfolio of assets is identified as the hedged item | | |

2023 Form 10-K 5

| PCD | | | Purchased Credit Deteriorated | | |

| PPP | | | Paycheck Protection Program | | |

| RBHPCG | | | Regional Banking and The Huntington Private Client Group | | |

| Tailoring Rules | | | Refers to the Capital and Liquidity Tailoring Rule, which refers to changes to applicability thresholds for regulatory and capital and liquidity requirements, issued by the OCC, the Federal Reserve, and the FDIC, and the EPS Tailoring Rule, which refers to the Prudential Standards for Large Bank Holding Companies and Savings and Loan Holding, issued by the Federal Reserve | | |

| TDR | | | Troubled Debt Restructuring | | |

| Torana | | | Digital Payments Torana, Inc. | | |

40 Huntington Bancshares Incorporated

Our cybersecurity practices are integrated into Huntington’s ERM approach, and cybersecurity risks are among the core enterprise risks identified for oversight by our Board [removed: of Directors (“Board”)] through our annual ERM assessment.

See [removed: “Risk] [added: “[Risk] Factors—Operational [removed: Risks”] [added: Risks](#i47ddae17145549aeb46548898835e4ac_3314)”] for information on risks from cybersecurity threats.

Our cybersecurity policies and practices [added: are designed to] follow the cybersecurity framework of the National Institute of Standards and Technology and other applicable industry standards.

- Vigilance: We maintain a global cybersecurity threat operation designed to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing [removed: disruptions] [added: disruptions, compromises, and failures] to our business.

- Incident Response Planning: We have established and maintain incident response plans that [added: are designed to] address our response to a cybersecurity incident, and such plans are tested at least annually, or more frequently as needed.

- Communication and Coordination: We utilize a cross-functional approach to evaluating the risk from cybersecurity [removed: threats,] [added: threats and incidents,] involving management personnel from [removed: the] [added: our] technology, operations, legal, risk management, internal audit, and other key business functions, as well as members of our Board and the Technology Committee of the Board [removed: regarding cybersecurity threats and incidents.][added: (the “Technology Committee”).]

We regularly engage third parties to perform assessments on our cybersecurity measures, including [removed: information security] [added: cybersecurity] maturity assessments, and independent reviews of our [removed: information security] [added: cybersecurity] control environment and operating effectiveness.

The results of such assessments and reviews are reported to the Technology Committee and the [removed: Board,] [added: Board when appropriate,] and we adjust our cybersecurity processes and practices as necessary based on the information provided by the third-party assessments and reviews.

The Technology Committee [removed: of the Board] oversees the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats.

The Board and the Technology Committee each receive regular presentations and reports on cybersecurity risks which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and [removed: information security] [added: cybersecurity] considerations arising with respect to peers and vendors.

The Board and the Technology Committee [removed: also receive prompt information] [added: are notified by the CEO] regarding the occurrence of any potentially material cybersecurity incidents, including ongoing updates, when applicable.

To keep the [removed: Board] [added: Technology Committee] apprised of the continually shifting landscape, the Chief Information Security Officer provides updates to the Technology Committee on [removed: information security and] cybersecurity matters on at least a quarterly basis, and more frequently as necessary.

Huntington’s Chief Information Security Officer is a member of our [removed: Information and] Technology Risk [removed: Committee] [added: Committee, a management-level committee] that is principally responsible for overseeing our cybersecurity risk management program, in partnership with other business leaders across Huntington.

We believe our Board and [removed: management] [added: management, including the Chief Information Security Officer,] have the appropriate expertise, background, and depth of experience to manage risks arising from cybersecurity [removed: threats] [added: threats,] including applicable knowledge gained through industry experience, academia, ongoing internal and external training, and regular discussions with consultants and peers with applicable knowledge and expertise.

In addition, [removed: other] members of our Board and management hold varying levels of relevant cybersecurity certifications.

The [removed: Company’s] Chief Information Security Officer works collaboratively across Huntington to implement a program designed to identify and protect our information systems from cybersecurity threats and to promptly detect and respond to cybersecurity incidents.

Through ongoing communications [added: with these multi-disciplinary teams and] across [removed: the organization,] [added: Huntington,] the Chief Information Security Officer [added: regularly] monitors the prevention, detection, mitigation, and remediation of cybersecurity [added: threats and] incidents [removed: in real time,] [added: on an ongoing basis,] and reports such [added: threats and] incidents to the [removed: CEO and] [added: CEO, who then reports to] the Technology Committee and the Board when appropriate, as discussed above.

2024 Form 10-K 43

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2023 Form 10-K 41

In particular, one of our Board members has an extensive cybersecurity background, including having most recently served as the first-ever U.S. National Cyber Director.

Additional information regarding our properties is set forth in Note [removed: 9] [added: 8] - “[Premises and [removed: Equipment](#ifc28720717254a2384ff7b9c2e90fea6_259)”] [added: Equipment](#i47ddae17145549aeb46548898835e4ac_265)”] and Note [removed: 10] [added: 9] - “[Operating [removed: Leases](#ifc28720717254a2384ff7b9c2e90fea6_262)”] [added: Leases](#i47ddae17145549aeb46548898835e4ac_268)”] of the Notes to Consolidated Financial Statements and is incorporated into this item by reference.

[removed: 42] [added: 44] Huntington Bancshares Incorporated

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

The common stock of Huntington Bancshares Incorporated is traded on the Nasdaq Global Stock Market under the symbol “HBAN.” As of January 31, [removed: 2024,] [added: 2025,] we had [removed: 29,674] [added: 28,217] shareholders of record.

Information regarding restrictions on dividends, as required by this Item, is set forth in Item 1: “Business - [Regulatory [removed: Matters](#ifc28720717254a2384ff7b9c2e90fea6_34)”] [added: Matters](#i47ddae17145549aeb46548898835e4ac_31)”] and in Note [removed: 23] [added: 22] - “[Other Regulatory [removed: Matters](#ifc28720717254a2384ff7b9c2e90fea6_331)”] [added: Matters](#i47ddae17145549aeb46548898835e4ac_337)”] of the Notes to Consolidated Financial Statements and incorporated into this Item by reference.

The following graph shows the changes, over the five-year period, in the value of $100 invested in (i) shares of Huntington’s Common Stock; (ii) the Standard & Poor’s 500 Stock Index (the S&P 500 Index) and (iii) Keefe, Bruyette & Woods [added: (KBW)] Bank Index, for the period December 31, [removed: 2018,] [added: 2019,] through December 31, [removed: 2023.][added: 2024.]

An investment of $100 on December 31, [removed: 2018,] [added: 2019,] and the reinvestment of all dividends, are assumed.

[removed: ][added: ]

| | | | [removed: 2018 | | | | | |] 2019 | | | | | | 2020 | | | | | | 2021 | | | [removed: | | |] 2022 | | | [added: 2023] | | | [removed: 2023] [added: 2024] | | |

| KBW Bank Index | | | 100 | | | | | | [removed: 136 | | |] [added: 90] | | | [removed: 122] | | | [added: 124] | | | [removed: 169] [added: 98] | | | [added: 97] | | | 133 | | | [removed: | | | 132 | | |]

For information regarding securities authorized for issuance under Huntington’s equity compensation plans, see Part III, [Item [removed: 12](#ifc28720717254a2384ff7b9c2e90fea6_373).][added: 12](#i47ddae17145549aeb46548898835e4ac_382).]

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| HBAN | | | $100 | | | | | | $89 | | | | | | $113 | | | $108 | | | $103 | | | $138 | | |

| S&P 500 | | | 100 | | | | | | 118 | | | | | | 152 | | | 125 | | | 157 | | | 197 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| HBAN | | | $100 | | | | | | $132 | | | | | | $117 | | | | | | $149 | | | | | | $142 | | | | | | $136 | | |

| S&P 500 | | | 100 | | | | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |

2024 Form 10-K 45

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2023 Form 10-K 43

Information required by this item is set forth in the [Reports of Independent Registered Public Accounting [removed: Firm](#ifc28720717254a2384ff7b9c2e90fea6_190)] [added: Firm](#i47ddae17145549aeb46548898835e4ac_196)] (PCAOB ID 238), [Consolidated Financial [removed: Statements](#ifc28720717254a2384ff7b9c2e90fea6_199)] [added: Statements](#i47ddae17145549aeb46548898835e4ac_205)] and [Notes to Consolidated Financial [removed: Statements](#ifc28720717254a2384ff7b9c2e90fea6_214),] [added: Statements](#i47ddae17145549aeb46548898835e4ac_220),] which is incorporated by reference into this item.

[removed: 88] [added: 96] Huntington Bancshares Incorporated

During [removed: 2023,] [added: 2024,] the audit committee of the board of directors met regularly with Management, Huntington’s internal auditors, and the independent registered public accounting firm, PricewaterhouseCoopers LLP, to review the scope of their audits and to discuss the evaluation of internal accounting controls and financial reporting matters.

Huntington’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control—Integrated Framework (2013).* Based on that assessment, Management concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on the next page.

[removed: ][added: ]

[removed: ][added: ]

We have audited the accompanying consolidated balance sheets of Huntington Bancshares Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Notes 1 and [removed: 6] [added: 5] to the consolidated financial statements, management’s estimate of the allowance for credit losses of $2.4 billion as of December 31, [removed: 2023] [added: 2024] includes a general reserve that consists of various risk-profile reserve components.

[removed: ][added: ]

| *(dollar amounts in millions)* | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and due from banks | | | $ | [removed: 1,558] [added: 1,685] | | | | | $ | [removed: 1,796] [added: 1,558] | |

| Interest-earning deposits with banks | | | [removed: 8,765] [added: 11,647] | | | | | | [removed: 5,122] [added: 8,765] | | |

| Trading account securities | | | [removed: 125] [added: 53] | | | | | | [removed: 19] [added: 125] | | |

| Available-for-sale securities | | | [removed: 25,305] [added: 27,273] | | | | | | [removed: 23,423] [added: 25,305] | | |

| Held-to-maturity securities | | | [removed: 15,750] [added: 16,368] | | | | | | [removed: 17,052] [added: 15,750] | | |

| Other securities | | | [removed: 725] [added: 823] | | | | | | [removed: 854] [added: 725] | | |

| Loans held for sale (includes [removed: $506] [added: $652] and [removed: $520] [added: $506] respectively, measured at fair [removed: value)(1)] [added: value)] | | | [removed: 516] [added: 654] | | | | | | [removed: 529] [added: 516] | | |

| Loans and leases (includes [removed: $174] [added: $173] and [removed: $185] [added: $174] respectively, measured at fair [removed: value)(1)] [added: value)] | | | [removed: 121,982] [added: 130,042] | | | | | | [removed: 119,523] [added: 121,982] | | |

| Allowance for loan and lease losses | | | [removed: (2,255)] [added: (2,244)] | | | | | | [removed: (2,121)] [added: (2,255)] | | |

| Net loans and leases [added: (1)] | | | [removed: 119,727] [added: 127,798] | | | | | | [removed: 117,402] [added: 119,727] | | |

| Bank owned life insurance | | | [removed: 2,759] [added: 2,793] | | | | | | [removed: 2,753] [added: 2,759] | | |

| Accrued income and other receivables | | | [removed: 1,646] [added: 2,190] | | | | | | [removed: 1,573] [added: 1,646] | | |

| Premises and equipment | | | [removed: 1,109] [added: 1,066] | | | | | | [removed: 1,156] [added: 1,109] | | |

| Goodwill | | | 5,561 | | | | | | [removed: 5,571] [added: 5,561] | | |

| Servicing rights and other intangible assets | | | [removed: 672] [added: 677] | | | | | | [removed: 712] [added: 672] | | |

| Other assets [added: (1)] | | | [removed: 5,150] [added: 5,642] | | | | | | [removed: 4,944] [added: 5,150] | | |

| [removed: Total assets] [added: Total assets] | | | $ | [removed: 189,368] [added: 204,230] | | | | | $ | [removed: 182,906] [added: 189,368] | |

| Demand deposits—noninterest-bearing | | | $ | [removed: 30,967] [added: 29,345] | | | | | $ | [removed: 38,242] [added: 30,967] | |

| Interest-bearing | | | [removed: 120,263] [added: 133,103] | | | | | | [removed: 109,672] [added: 120,263] | | |

| Total deposits | | | [removed: 151,230] [added: 162,448] | | | | | | [removed: 147,914] [added: 151,230] | | |

| Short-term borrowings | | | [removed: 620] [added: 199] | | | | | | [removed: 2,027] [added: 620] | | |

[removed: | Long-term debt | | | 12,394 | | | | | | 9,686 | | |][added: Long-term debt]

| Other liabilities [added: (1)] | | | [removed: 5,726] [added: 5,427] | | | | | | [removed: 5,510] [added: 5,726] | | |

| [removed: Total liabilities] [added: Total liabilities] | | | [removed: 169,970] [added: 184,448] | | | | | | [removed: 165,137] [added: 169,970] | | |

| Commitments and Contingent Liabilities (Note [removed: 22)] [added: 21)] | | | | | | | | | | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

February 14, 2025

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

February 14, 2025

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| *(dollar amounts in millions)* | | | 2024 | | | | | | 2023 | | |

| Long-term debt (1) (includes $821 and $0, respectively, measured at fair value) | | | 16,374 | | | | | | 12,394 | | |

(1)Includes VIE balances in net loans and leases, long-term debt, other assets, and other liabilities of $1.1 billion, $1.0 billion, $264 million, and $109 million, respectively, at December 31, 2024, and VIE balances in other assets, and other liabilities of $82 million and $57 million, at December 31, 2023, respectively.

See Note 20 - “[Variable Interest Entities](#i47ddae17145549aeb46548898835e4ac_322)” for additional information.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| Other noninterest income | | | 130 | | | | | | 160 | | | | | | 156 | | |

| Noninterest expense: | | | | | | | | | | | | | | | | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| Balance, beginning of year | | | $ | 2,394 | | | | | 1,455,723 | | | | | | $ | 15 | | | | | $ | 15,389 | | | | | (7,403) | | | | | | $ | (91) | | | | | $ | (2,676) | | | | | $ | 4,322 | | | | | $ | 19,353 | | | | | $ | 45 | | | | | $ | 19,398 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,940 | | | | | | 1,940 | | | | | | 20 | | | | | | 1,960 | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (134) | | | | | | (134) | | | | | | | | | | | | (134) | | |

| Balance, end of year | | | $ | 1,989 | | | | | 1,460,620 | | | | | | $ | 15 | | | | | $ | 15,484 | | | | | (6,984) | | | | | | $ | (86) | | | | | $ | (2,866) | | | | | $ | 5,204 | | | | | $ | 19,740 | | | | | $ | 42 | | | | | $ | 19,782 | |

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2024 Form 10-K 97

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| Provision for credit losses | | | 420 | | | | | | 402 | | | | | | 289 | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2024 Form 10-K 99

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2024 Form 10-K 101

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2024 Form 10-K 103

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

February 16, 2024

2023 Form 10-K 89

2023 Form 10-K 91

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on sale of loans | | | 14 | | | | | | 57 | | | | | | 9 | | |

2023 Form 10-K 93

| Balance, beginning of year | | | $ | 2,191 | | | | | 1,022,258 | | | | | | $ | 10 | | | | | $ | 8,781 | | | | | (5,062) | | | | | | $ | (59) | | | | | $ | 192 | | | | | $ | 1,878 | | | | | $ | 12,993 | | | | | $ | — | | | | | $ | 12,993 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,295 | | | | | | 1,295 | | | | | | 2 | | | | | | 1,297 | | |

| TCF Financial Corp Acquisition: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Issuance of common stock | | | | | | | | | 458,171 | | | | | | 5 | | | | | | 6,993 | | | | | | | | | | | | (37) | | | | | | | | | | | | | | | | | | 6,961 | | | | | | | | | | | | 6,961 | | |

| Issuance of Series I Preferred Stock | | | 175 | | | | | | | | | | | | | | | | | | 10 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 185 | | | | | | | | | | | | 185 | | |

| Repurchases of common stock | | | | | | | | | (43,139) | | | | | | — | | | | | | (650) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (650) | | | | | | | | | | | | (650) | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (131) | | | | | | (131) | | | | | | | | | | | | (131) | | |

| Other | | | | | | | | | | | | | | | | | | | | | — | | | | | | (1,236) | | | | | | 17 | | | | | | | | | | | | (3) | | | | | | 14 | | | | | | $ | (3) | | | | | 11 | | |

| Balance, end of year | | | $ | 2,167 | | | | | 1,444,040 | | | | | | $ | 14 | | | | | $ | 15,222 | | | | | (6,298) | | | | | | $ | (79) | | | | | $ | (229) | | | | | $ | 2,202 | | | | | $ | 19,297 | | | | | $ | 21 | | | | | $ | 19,318 | |

2023 Form 10-K 95

| Net cash paid for branch disposition | | | — | | | | | | — | | | | | | (618) | | |

| Repurchases of common stock | | | — | | | | | | — | | | | | | (650) | | |

| Business Combination (2) | | | | | | | | | | | | | | | | | |

(2) In the year ended 2021, the TCF acquisition included fair value of tangible assets acquired of $46.3 billion, goodwill and other intangible assets of $3.5 billion, liabilities assumed $42.6 billion, preferred stock of $185 million, and common stock of $7.0 billion.

2023 Form 10-K 96

Huntington’s full-service branches and private client group offices are primarily located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, Pennsylvania, West Virginia, and Wisconsin.

Select financial services and other activities are also conducted in other states.

Huntington updated the presentation of our noninterest income categories during the 2023 fourth quarter to align product and service types more closely with how we strategically manage our business.

All prior period results have been adjusted to conform to the current presentation.

See Note 15 - “[Revenue from Contracts wi](#ifc28720717254a2384ff7b9c2e90fea6_289)[th Customers](#ifc28720717254a2384ff7b9c2e90fea6_289)” for a description of our major noninterest income categories.

Effective January 1, 2023, Huntington adopted ASU 2022-02 *Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings (TDR) and Vintage Disclosures,* which removed the existing measurement and disclosure requirements for TDR loans and added additional disclosure requirements related to modifications provided to borrowers experiencing financial difficulty.

2023 Form 10-K 98

For unsecured non-reaffirmed debt in a Chapter 7 bankruptcy where the carrying value has been fully charged-off, payments are recorded as loan recoveries.

2023 Form 10-K 100

The market value of collateral accepted or pledged is regularly monitored and additional collateral is obtained or provided as necessary to ensure appropriate collateral coverage in these transactions.

Derivative Financial Instruments — A variety of derivative financial instruments, principally interest rate swaps, swaptions, caps, swaption collars, floors, forward contracts, and forward starting interest rate swaps are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements.

These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements.

2023 Form 10-K 102

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that Huntington will incur a loss because the counterparty fails to meet its contractual obligations.

Notional values of interest rate swaps and other off-balance sheet financial instruments significantly exceed the credit risk associated with these instruments and represent contractual balances on which calculations of amounts to be exchanged are based.

Credit exposure is limited to the sum of the aggregate fair value of positions that have become favorable to Huntington, including any accrued interest receivable due from counterparties.

Potential credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contract provisions.

Huntington considers the value of collateral held and collateral provided in determining the net carrying value of derivatives.

2023 Form 10-K 104

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, [removed: 2023.][added: 2024.]

Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2023,] [added: 2024,] Huntington’s disclosure controls and procedures were effective.

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, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

[removed: Tutkovics,] [added: On December 13, 2024, Amit Dhingra,] our [removed: Chief Marketing] [added: Executive Vice President] and [removed: Communications] [added: Chief Enterprise Payments] Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

[removed: Ms. Tutkovics’] [added: Mr. Dhingra’s] plan is for the sale of up to [removed: 178,395] [added: 15,000] shares of [removed: our] common stock in amounts and prices determined in accordance with formulae set forth in the [removed: plan and terminates on the earlier of the date all the shares under the plan are sold and November 4, 2024.][added: plan.]

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.

The plan terminates on the earlier of the date all the shares under the plan are sold and January 16, 2026.

On November 20, 2023, Julie C.

We refer in Part III of this report to relevant sections of our [removed: 2024] [added: 2025] Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of [removed: shareholders,] [added: Shareholders,] which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our [removed: 2023] [added: 2024] fiscal year.

Portions of our [removed: 2024] [added: 2025] Proxy Statement, including the sections we refer to in this report, are incorporated by reference into this report.

162 Huntington Bancshares Incorporated

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

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 [removed: 2024] [added: 2026] Annual Meeting, Recommendations for Directorship, and Board Committee Information of our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

2023 Form 10-K 160

Information required by this item is set forth under the captions Compensation of Executive Officers and Compensation of Directors of our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

The following table sets forth information about Huntington common stock authorized for issuance under Huntington’s existing equity compensation plans as of December 31, [removed: 2023.][added: 2024.]

(3)As of December 31, [removed: 2023,] [added: 2024,] an additional [removed: 991,178] [added: 438,574] common shares, at a weighted-average exercise price of [removed: $7.07,] [added: $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.

(5)The number of shares in this column (c) reflects the number of shares remaining available for future issuance under Huntington’s [removed: 2018] [added: 2024] Plan, excluding shares reflected in column (a).

The information related to [removed: item] [added: Item] 403 of [removed: regulation] [added: Regulation] S-K is set forth under the caption Ownership of Voting Stock of our [removed: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

| Equity compensation plans approved by security holders | | | | | | 35,649,066 | | | | | | $ | 12.77 | | | | | 37,914,765 | | |

| Total | | | | | | 35,649,066 | | | | | | $ | 12.77 | | | | | 37,914,765 | | |

| Equity compensation plans approved by security holders | | | | | | 34,359,531 | | | | | | $ | 4.53 | | | | | 14,508,872 | | |

| Total | | | | | | 34,359,531 | | | | | | $ | 4.53 | | | | | 14,508,872 | | |

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 [removed: 2024] [added: 2025] Proxy Statement, which are incorporated by reference into this item.

2024 Form 10-K 163

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Information required by this item is set forth under the caption Audit Matters of our [removed: 2024] [added: 2025] Proxy Statement which is incorporated by reference into this item.

161 Huntington Bancshares Incorporated

| 3.1 | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] | | | [Current Report on Form 8-K dated January 16, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] | | | [removed: [001-34073](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] | | | [removed: [3.1](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] | | |

| 3.2 | | | [Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | | [Current Report on Form 8-K dated January 16, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | | [removed: [001-34073](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | |

| 3.6 | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, [removed: 2021](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] | | | [Current Report on Form 8-K dated June 8, [removed: 2021](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] | | | [removed: [001-34073](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] | | | [removed: [3.1](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm)] | | |

| 3.7 | | | [Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, [removed: 2021](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | | [Current Report on Form 8-K dated June 8, [removed: 2021](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | | [removed: [001-34073](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | |

| 3.8 | | | [removed: [A](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)[rticles] [added: [Articles] Supplementary of [removed: Hunting](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)[ton Ban](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)[cshares Incorporated](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)[,] [added: Huntington Bancshares Incorporated,] as of March 3, [removed: 2023](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | | [Current Report on Form 8-K dated March 2, [removed: 2023](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | | [removed: [001-34073](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | | [removed: [3.1](http://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | |

| 3.9 | | | [removed: [B](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)[ylaws] [added: [Bylaws] of Huntington Bancshares Incorporated, as amended and restated on July 19, [removed: 2023](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] | | | [removed: [C](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)[urrent] [added: [Current] Report on [removed: Form](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm) [8-K] [added: Form 8-K] dated [removed: July](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm) [19](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)[, 2023](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: July 19, 2023](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] | | | [removed: [001-34073](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] | | | [removed: [3.2](http://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] | | |