Item 16. 10-K Summary

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Item 16. 10-K Summary

Not applicable.

2025 Form 10-K 177

Exhibit Index

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information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.

The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the website is http://www.sec.gov. The reports and other information filed by us with the SEC are also available free of charge on the Investor Relations portion of our website. The address of the website is http://www.ir.huntington.com. Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part of this report. Our reports, proxy statements, and other information about us is also available for inspection at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference
2.1	Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial Corporation	Current Report on Form 8-K dated D ecember 13, 2020 .	001-34073	2.1
2.2	A greement and Plan of Merger, dated as of July 13, 2025, by and between Huntingt on Ban cshares Incorporated and Veritex Holdings, In c.	C urrent Report on Form 8-K dated July 13, 2025 .	001 -34 073	2.1
2.3	A greement and Plan of Merger, dated as of Oc tober 26, 2025, by a nd among Huntington Bancshares Incor porat ed, The Huntington National Bank and C adence Bank.	C urrent Report on Form 8-K dated October 26, 202 5.	0 01-3 4073	2.1

3.1	Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.	Current Report on Form 8-K dated January 16, 2019.	001-34073	3.2

3.2	Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.	Current Report on Form 8-K dated May 28, 2020.	001-34073	3.1
3.3	Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.	Current Report on Form 8-K dated August 5, 2020.	001-34073	3.1
3.4	Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.	Current Report on Form 8-K dated February 5, 2021	001-34073	3.1
3.5	Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021	Current Report on Form 8-K dated June 8, 2021	001-34073	3.1
3.6	Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021	Current Report on Form 8-K dated June 8, 2021	001-34073	3.2
3.7	Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023	Current Report on Form 8-K dated March 2, 2023	001-34073	3.1

3.8	Articles Supplementary of Huntington Bancshares Incorporated, as of September 10, 2025	Current Report on Form 8-K dated September 10, 2025.	001-34073	3.1
3.9	A rticles Supplementary of Huntington Bancshares Incorporated, effective as of February 1, 2026	Registration Statement on Form 8-A filed January 30, 2026	0 01-34073	4.2
3.10	Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024	Current Report on Form 8-K dated July 17, 2024	001-34073	3.1
4.1	Instruments defining the Rights of Security Holders — reference is made to Articles Fifth and Eighth of Exhibit A to the Articles of Restatement of Huntington Bancshares Incorporated, as amended and supplemented.
4.2	Description of Securities
10.1	*Form of Executive Agreement for certain executive officers.	Current Report on Form 8-K, dated November 28, 2012.	001-34073	10.3


10.2(P)	*Deferred Compensation Plan and Trust for Directors	Post-Effective Amendment No. 2 to Registration Statement on Form S-8 filed January 28, 1991.	33-10546	4(a)



10.3	*The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, amended and restated, effective January 1, 2014.	Annual Report on Form 10-K for the year ended December 31, 2013.	001-34073	10.8
10.4	*Form of Employment Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.	Current Report on Form 8-K dated November 28, 2012.	001-34073	10.1
10.5	*Form of Executive Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.	Current Report on Form 8-K dated November 28, 2012.	001-34073	10.2


10.6	*Restricted Stock Unit Deferral Agreement.	Current Report on Form 8-K dated July 18, 2006 .	000-02525	99.3
10.7	*Director Deferred Stock Award Notice.	Current Report on Form 8-K dated July 24, 2006.	000-02525	99.4
10.8	*Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan.	Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.	000-02525	G

178 Huntington Bancshares Incorporated


10.9	*Second Amendment to the 2007 Stock and Long-Term Incentive Plan.	Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders.	001-34073	A







10.10	*Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan.	Definitive Proxy Statement for the 2012 Annual Meeting of Shareholders.	001-34073	A
10.11	*Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan.	Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.	001-34073	A





10.12	*Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors.	Annual Report on Form 10-K for the year ended December 31, 2017.	001-34073	10.33
10.13	*First Amendment to the 2015 Long-Term Incentive Plan.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.	001-34073	10.1
10.14	*Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan.	Annual Report on Form 10-K for the year ended December 31, 2021.	001-34073	10.22
10.15	*Form of 2018 Stock Option Grant Agreement.	Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.	001-34073	10.2

10.16	*Executive Deferred Compensation Plan, amended as of January 18, 2022.	Annual Report on Form 10-K for the year ended December 31, 2021.	001-34073	10.25
10.17	*Huntington Supplemental 401(k) Plan (f/k/a Huntington Supplemental Stock Purchase and Savings Plan and Trust), as amended and restated effective January 1, 2019.	Annual Report on Form 10-K for the year ended December 31, 2018.	001-34073	10.40
10.18	*T ransition Agreement dated May 13, 2019, by and between The Huntington National Bank and Howell D. McCullough .	Current Report on Form 8-K, dated May 13, 2019.	001-34073	10.1
10.19	*Second Amendment to Huntington Supplemental 401(k) Plan dated October 22, 2019.	Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.	001-34073	10.1
10.20	*First Amendment to The Huntington National Bank Supplemental Retirement Income Plan dated October 23, 2019.	Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.	001-34073	10.2
10.21	*Management Incentive Plan effective for Plan Years Beginning On or After January 1, 2020.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.	001-34073	10.1


10.22	*Letter Agreement dated February 2, 2021, by and between Huntington Bancshares Incorporated and Michael Jones.	Annual Report on Form 10-K for the year ended December 31, 2021.	001-34073	10.32
10.23	*Letter Agreement dated February 4, 2021, by and between Huntington Bancshares Incorporated and Thomas C. Shafer.	Annual Report on Form 10-K for the year ended December 31, 2021.	001-34073	10.33







10.24	*TCF Employees Omnibus Deferred Compensation Plan, as restated effective April 15, 2019.	TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.	000-08185	10(rr)
10.25	*Rabbi Trust Agreement for TCF Employees Omnibus Deferred Compensation Plan.	TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.	000-08185	10(ss)
10.26	*Form of 2022 Restricted Stock Unit Agreement	Annual Report on Form 10-K for year ended December 31, 2022.	001-34073	10.43
10.27	*Separation Agreement dated August 7, 2023 by and between The Huntington National Bank and Sandra E. Pierce.	Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.	001-34073	10.1
10.28	*Amendment to Executive Deferred Compensation Plan, dated April 28, 2023.	Annual Report on Form 10-K for the year ended December 31, 2023	001-34073	10.45
10.29	*S eparation Agreement dated January 19,2024 by and between The Huntington National Bank and Julie Tutkovics.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2024	001-34073	10.1
10.30	*H untington Bancshares Incorporated 2024 Long-Term Incentive Plan.	Current Report on Form 8-K dated April 17, 2024	001-34073	10.1
10.31	*L etter Agreement dated May 31, 2024, by and between Huntington Bancshares Incorporated and Gary Torgow.	Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	001-34073	10.2

10.32	*Letter Agreement dated October 26, 2025 , b y and between Hunti ngton Bancshares Incorporated and J ames D. Collins III .
19	Insider Trading Policy
21.1	Subsidiaries of the Registrant
22	Subsidiary Issuers of Guaranteed Securities
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24.1	Power of Attorney
31.1	Rule 13a-14(a) Certification – Chief Executive Officer.
31.2	Rule 13a-14(a) Certification – Chief Financial Officer.
32.1	Section 1350 Certification – Chief Executive Officer.
32.2	Section 1350 Certification – Chief Financial Officer.
97	Financial Restatement Compensation Recoupment Policy
101	The following material from Huntington’s Form 10-K Report for the year ended December 31, 2025, formatted in Inline XBRL: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Income, (3), Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Changes in Shareholders’ Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
	* Denotes management contract or compensatory plan or arrangement.

2025 Form 10-K 179

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th Day of February, 2026.

HUNTINGTON BANCSHARES INCORPORATED

(Registrant)



By:	/s/ Stephen D. Steinour	By:	/s/ Zachary Wasserman
	Stephen D. Steinour		Zachary Wasserman
	Chairman, President, Chief Executive		Senior Executive Vice President, Chief Financial
	Officer, and Director (Principal Executive Officer)		Officer (Principal Financial Officer)

		By:	/s/ Nancy E. Maloney
			Nancy E. Maloney
			Executive Vice President, Controller
			(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 13th Day of February, 2026.


Ann B. Crane *						Alice Rodriguez *
Ann B. Crane						Alice Rodriguez
Director						Director

Rafael Andres Diaz-Granados *						James D. Rollins III *
Rafael Andres Diaz-Granados						James D. Rollins III
Director						Director

Virginia A. Hepner *						Teresa H. Shea *
Virginia A. Hepner						Teresa H. Shea
Director						Director

John C. Inglis *						Roger J. Sit *
John C. Inglis						Roger J. Sit
Director						Director

Katherine M.A. Kline *						Jeffrey L. Tate *
Katherine M.A. Kline						Jeffrey L. Tate
Director						Director

Richard W. Neu *						Gary Torgow *
Richard W. Neu						Gary Torgow
Director						Director

Kenneth J. Phelan *						*/s/ Marcy C. Hingst
Kenneth J. Phelan						Marcy C. Hingst
Director						Attorney-in-fact for each of the persons indicated

David L. Porteous *
David L. Porteous
Director

180 Huntington Bancshares Incorporated

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