Item 16. 10-K Summary

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Item 16. 10-K Summary

Not applicable.

164 Huntington Bancshares Incorporated

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Exhibit Index

This report incorporates by reference the documents listed below that we have previously filed with the SEC. The SEC allows us to incorporate by reference information in this document. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.

The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the site is http://www.sec.gov. The reports and other information filed by us with the SEC are also available free of charge at our Internet web site. The address of the site is http://www.huntington.com. Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those web sites is not part of this report. You also should be able to inspect reports, proxy statements, and other information about us at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.

Exhibit NumberDocument DescriptionReport or Registration StatementSEC File or Registration NumberExhibit Reference
2.1Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial CorporationCurrent Report on Form 8-K dated December 17, 2020.001-340732.1
3.1Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, 2019.Current Report on Form 8-K dated January 16, 2019.001-340733.1
3.2Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.Current Report on Form 8-K dated January 16, 2019.001-340733.2
3.3Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.Current Report on Form 8-K dated February 5, 2021001-340733.1
3.4Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.Current Report on Form 8-K dated August 5, 2020.001-340733.1
3.5Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.Current Report on Form 8-K dated May 28, 2020.001-340733.1
3.6Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021Current Report on Form 8-K dated June 8, 2021001-340733.1
3.7Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021Current Report on Form 8-K dated June 8, 2021001-340733.2
3.8Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023Current Report on Form 8-K dated March 2, 2023001-340733.1
3.9Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 19, 2023Current Report on Form 8-K dated July 19, 2023001-340733.2
3.10Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024Current Report on Form 8-K dated July 19, 2024001-340733.1
4.1Instruments defining the Rights of Security Holders — reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
4.2Description of Securities
10.1* Form of Executive Agreement for certain executive officers.Current Report on Form 8-K, dated November 28, 2012.001-3407310.3
10.2(P)* Deferred Compensation Plan and Trust for DirectorsPost-Effective Amendment No. 2 to Registration Statement on Form S-8 filed on January 28, 1991.33-105464(a)
10.3* The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, amended and restated, effective January 1, 2014.Annual Report on Form 10-K for the year ended December 31, 2013.001-3407310.8
10.4* Form of Employment Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.Current Report on Form 8-K dated November 28, 2012.001-3407310.1
10.5* Form of Executive Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.Current Report on Form 8-K dated November 28, 2012.001-3407310.2
10.6* Restricted Stock Unit Deferral Agreement.Current Report on Form 8-K dated July 24, 2006.000-0252599.3
10.7* Director Deferred Stock Award Notice.Current Report on Form 8-K dated July 24, 2006.000-0252599.4
10.8* Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan.Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.000-02525G

2024 Form 10-K 165

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10.9* Second Amendment to the 2007 Stock and Long-Term Incentive Plan.Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders.001-34073A
10.10* Form of Consolidated 2012 Stock Grant Agreement for Executive Officers Pursuant to Huntington’s 2012 Long-Term Incentive Plan.Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.001-3407310.2
10.11* Form of 2014 Stock Option Grant Agreement for Executive Officers.Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.001-3407310.2
10.12* Form of 2014 Performance Stock Unit Grant Agreement for Executive Officers.Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.001-3407310.3
10.13* Form of 2014 Restricted Stock Unit Grant Agreement for Executive Officers Version II.Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.001-3407310.4
10.14* Form of 2014 Stock Option Grant Agreement for Executive Officers Version II.Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.001-3407310.5
10.15*Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan.Definitive Proxy Statement for the 2012 Annual Meeting of Shareholders.001-34073A
10.16*Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan.Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.001-34073A
10.17*Form of 2015 Stock Option Grant Agreement.Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.001-3407310.2
10.18*Form of 2015 Restricted Stock Unit Grant Agreement.Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.001-3407310.3
10.19*Huntington Bancshares Incorporated Restricted Stock Unit Grant Agreement.Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.001-3407310.1
10.20* Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated DirectorsAnnual Report on Form 10-K for the year ended December 31, 2017.001-3407310.33
10.21* First Amendment to the 2015 Long-Term Incentive PlanQuarterly Report on Form 10-Q for the quarter ended March 31, 2017.001-3407310.1
10.22*Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan.Annual Report on Form 10-K for the year ended December 31, 2021.001-3407310.22
10.23*Form of 2018 Stock Option Grant Agreement.Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.001-3407310.2
10.24*Form of 2018 Restricted Stock Unit Agreement.Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.001-3407310.3
10.25*Executive Deferred Compensation Plan, amended as of January 18, 2022.Annual Report on Form 10-K for the year ended December 31, 2021.001-3407310.25
10.26*Huntington Supplemental 401(k) Plan (f/k/a Huntington Supplemental Stock Purchase and Savings Plan and Trust), as amended and restated effective January 1, 2019.Annual Report on Form 10-K for the year ended December 31, 2018.001-3407310.40
10.27Transition Agreement dated May 13, 2019, by and between The Huntington National Bank and Howell D. McCulloughCurrent Report on Form 8-K, dated May 13, 2019.001-3407310.1
10.28*Second Amendment to Huntington Supplemental 401(k) Plan dated October 22, 2019.Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.001-3407310.1
10.29*First Amendment to The Huntington National Bank Supplemental Retirement Income Plan dated October 23, 2019.Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.001-3407310.2
10.30*Management Incentive Plan effective for Plan Years Beginning On or After January 1, 2020.Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.001-3407310.1
10.31*Letter Agreement dated December 13, 2020, by and between Huntington Bancshares Incorporated and Gary Torgow.Annual Report on Form 10-K for the year ended December 31, 2021.001-3407310.31
10.32*Letter Agreement dated February 2, 2021, by and between Huntington Bancshares Incorporated and Michael Jones.Annual Report on Form 10-K for the year ended December 31, 2021.001-3407310.32
10.33*Letter Agreement dated February 4, 2021, by and between Huntington Bancshares Incorporated and Thomas C. Shafer.Annual Report on Form 10-K for the year ended December 31, 2021.001-3407310.33
10.34*Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2019 for Time-Based Restricted Stock Units.TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.001-3900910(d)
10.35*Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2019 for Performance-Based Restricted Stock Units.TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.001-3900910(e)
10.36*Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Time-Based Restricted Stock Units.TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.001-3900910(i)
10.37*Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Performance-Based Restricted Stock Units.TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.001-3900910(j)
10.38*Amended and Restated TCF Financial 2015 Omnibus Incentive Plan.TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2018.001-1025310.1
10.39*Stock Incentive Plan of 2019.TCF Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders.001-39009A

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10.40*TCF 401K Supplemental Plan, as amended and restated effective January 1, 2020.TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.000-0818510(qq)
10.41*TCF Employees Omnibus Deferred Compensation Plan, as restated effective April 15, 2019.TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.000-0818510(rr)
10.42*Rabbi Trust Agreement for TCF Employees Omnibus Deferred Compensation Plan.TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.000-0818510(ss)
10.43*Form of 2022 Restricted Stock Unit AgreementAnnual Report on Form 10-K for year ended December 31, 2022.001-3407310.43
10.44*Separation Agreement dated August 7, 2023 by and between The Huntington National Bank and Sandra E. Pierce.Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.001-3407310.1
10.45*Amendment to Executive Deferred Compensation Plan, dated April 28, 2023Annual Report on Form 10-K for the year ended December 31, 2023001-3407310.45
10.46Separation Agreement dated January 19,2024 by and between The Huntington National Bank and Julie TutkovicsQuarterly Report on Form 10-Q for the quarter ended March 31, 2024001-3407310.1
10.47Huntington Bancshares Incorporated 2024 Long-Term Incentive PlanCurrent Report on Form 8-K dated April 17, 2024001-3407310.1
10.48Letter Agreement dated May 31, 2024, by and between Huntington Bancshares Incorporated and Gary TorgowQuarterly Report on Form 10-Q for the quarter ended June 30, 2024001-3407310.2
14.1(P)Code of Business Conduct and Ethics dated January 14, 2003 and revised on January 31, 2023 and Financial Code of Ethics for Chief Executive Officer and Senior Financial Officers, adopted January 18, 2003, and revised on October 17, 2023, are available on our website at http://www.huntington.com/About-Us/corporate-governance
19Insider Trading Policy
21.1Subsidiaries of the Registrant
22Subsidiary Issuers of Guaranteed Securities
23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24.1Power of Attorney
31.1Rule 13a-14(a) Certification – Chief Executive Officer.
31.2Rule 13a-14(a) Certification – Chief Financial Officer.
32.1Section 1350 Certification – Chief Executive Officer.
32.2Section 1350 Certification – Chief Financial Officer.
97Financial Restatement Recoupment PolicyAnnual Report on Form 10-K for the year ended December 31, 2023001-3407397
101The following material from Huntington’s Form 10-K Report for the year ended December 31, 2024, formatted in Inline XBRL: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Income, (3), Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Changes in Shareholders’ Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to the Consolidated Financial Statements.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Denotes management contract or compensatory plan or arrangement.

2024 Form 10-K 167

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th Day of February, 2025.

HUNTINGTON BANCSHARES INCORPORATED

(Registrant)

By:/s/ Stephen D. SteinourBy:/s/ Zachary Wasserman
Stephen D. SteinourZachary Wasserman
Chairman, President, Chief ExecutiveSenior Executive Vice President, Chief Financial
Officer, and Director (Principal Executive Officer)Officer (Principal Financial Officer)
By:/s/ Nancy E. Maloney
Nancy E. Maloney
Executive Vice President, Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 14th Day of February, 2025.

Alanna Y. Cotton *
Alanna Y. Cotton
Director
Ann B. Crane *
Ann B. Crane
Director
Rafael Andres Diaz-Granados *
Rafael Andres Diaz-Granados
Director
Gina D. France *
Gina D. France
Director
J. Michael Hochschwender *
J. Michael Hochschwender
Director
John C. Inglis *
John C. Inglis
Director

168 Huntington Bancshares Incorporated

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Richard H. King *
Richard H. King
Director
Katherine M.A. Kline *
Katherine M.A. Kline
Director
Richard W. Neu *
Richard W. Neu
Director
Kenneth J. Phelan *
Kenneth J. Phelan
Director
David L. Porteous *
David L. Porteous
Director
Teresa H. Shea *
Teresa H. Shea
Director
Roger J. Sit *
Roger J. Sit
Director
Jeffrey L. Tate *
Jeffrey L. Tate
Director
Gary Torgow *
Gary Torgow
Director
*/s/ Marcy C. Hingst
Marcy C. Hingst
Attorney-in-fact for each of the persons indicated

2024 Form 10-K 169

Previous: Item 15. Exhibits and Financial Statement Schedules