HUNTINGTON BANCSHARES INC /MD/
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
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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information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.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 ishttp://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 ishttp://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.
| ExhibitNumber | Document Description | Report or Registration Statement | SEC File orRegistrationNumber | ExhibitReference |
|---|---|---|---|---|
| 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 December 13, 2020. | 001-34073 | 2.1 |
| 2.2 | Agreement and Plan of Merger, dated as of July 13, 2025, by and between Huntington Bancshares Incorporated and Veritex Holdings, Inc. | Current Report on Form 8-K dated July 13, 2025. | 001-34073 | 2.1 |
| 2.3 | Agreement and Plan of Merger, dated as of October 26, 2025, by and among Huntington Bancshares Incorporated, The Huntington National Bank and Cadence Bank. | Current Report on Form 8-K dated October 26, 2025. | 001-34073 | 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 | Articles Supplementary of Huntington Bancshares Incorporated, effective as of February 1, 2026 | Registration Statement on Form 8-A filed January 30, 2026 | 001-34073 | 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 | *Transition 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 | *Separation 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 | *Huntington Bancshares Incorporated 2024 Long-Term Incentive Plan. | Current Report on Form 8-K dated April 17, 2024 | 001-34073 | 10.1 |
| 10.31 | *Letter 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, by and between Huntington Bancshares Incorporated and James D. Collins III. | |||
| 19 | Insider Trading Policy | |||
| 21.1 | Subsidiaries of the Registrant | |||
| 22 | Subsidiary Issuers of Guaranteed Securities | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |||
| 24.1 | Power of Attorney | |||
| 31.1 | Rule 13a-14(a) Certification – Chief Executive Officer. | |||
| 31.2 | Rule 13a-14(a) Certification – Chief Financial Officer. | |||
| 32.1 | Section 1350 Certification – Chief Executive Officer. | |||
| 32.2 | Section 1350 Certification – Chief Financial Officer. | |||
| 97 | Financial Restatement Compensation Recoupment Policy | |||
| 101 | The following material from Huntington’s Form 10-K Report for the year ended December 31, 2025, formatted in Inline XBRL: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Income, (3), Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Changes in Shareholders’ Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to the Consolidated Financial Statements. | |||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||
| * Denotes management contract or compensatory plan or arrangement. | ||||
|---|---|---|---|---|
2025 Form 10-K 179
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