HUNTINGTON BANCSHARES INC MD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Soliciting Material under §240.14a-12

Huntington Bancshares Incorporated

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A Letter from

Our Board’s Leadership

Dear Fellow Shareholders:

We are pleased to invite you to the 2025 Annual Meeting of Shareholders to be held virtually on Wednesday, April 16, 2025, at 2:00 p.m. Eastern Time via webcast. We hope you will join us online and participate in this year’s meeting to consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year.

We drove accelerated growth throughout 2024, delivering sequential revenue expansion and peer-leading loan and deposit growth. This success was supported by our continued investments into our new regional markets including North Carolina, South Carolina, and Texas as well as our entry into new profitable commercial verticals. Our existing businesses are growing and performing well. We delivered year-over-year fourth quarter growth in average loans of 6% and average deposits of 7%. Full year fee revenue from our Payments, Wealth Management, and Capital Markets business increased 6%, 11%, and 32%, respectively. We also scaled our national businesses in practice finance, SBA lending, outdoor equipment and powersports, and consumer direct and indirect automotive lending. At the same time, we continued to operate from a position of strength, maintaining strong credit, liquidity, and capital ratios. We remain committed to our aggregate moderate-to-low risk appetite. We believe that we are well positioned to continue our peer leading growth in 2025 and beyond.

We updated the Huntington Vision and added Huntington’s Ambitions to double down on our customer-centered focus to be the most trusted financial institution and an indispensable partner to our customers. We plan to continue to support and grow with our customers as well as acquire new customers.

We would like to thank Alanna Cotton, Gina France, Mike Hochschwender, and Rick King for their service on the Board of Directors, each of whom provides invaluable contributions to the Board. They will be leaving our Board at the 2025 Annual Meeting of Shareholders. Alanna has brought invaluable insights to the Board of Directors especially in consumer marketing and branding. Likewise, Gina has been outstanding, and her guidance, experience, and skill focused Huntington on ensuring colleague compensation incentivized positive behaviors and culture. Mike has been extraordinary and valuable in guiding Huntington through a growing, complex spectrum of technology opportunities and cybersecurity management. Finally, Rick King’s experience assisted Huntington into becoming a digitally powered bank and introduced the concept of a “shareholder value map.” We speak on behalf of the entire Board and management in thanking them for their years of tremendous service and insights.

Details of the business to be conducted at the Annual Meeting and how to participate at the meeting are provided in the attached Notice of Annual Meeting and Proxy Statement. Your vote is important to us. Whether or not you attend the virtual Annual Meeting, we encourage you to read the Proxy Statement carefully and vote via the internet, telephone, or mail to ensure that your shares are represented.

At Huntington, we consistently focus on strengthening our culture by caring for our colleagues, customers, and communities. We believe that we are well positioned to continue to deliver value to our shareholders. We are grateful for our colleagues for their commitment to each other, our customers, communities, and for all that they do every day. We appreciate the guidance and dedication from our Directors throughout the year. We also appreciate you, our shareholders, for your trust in our good company.

Thank you for your support of Huntington, and we look forward to your participation at the 2025 Annual Meeting of Shareholders.

Best wishes,

Notice of 2025 Annual Meeting

of Shareholders

April 16, 2025

Wednesday, 2:00 p.m. Eastern Time

Location

Online at meetnow.global/MSSNHFG

Information for Shareholders Who Plan to Attend the 2025 Annual Meeting of Shareholders

Huntington’s Board is furnishing shareholders with this Proxy Statement to solicit proxies on its behalf to be exercised at the 2025 Annual Meeting of Shareholders, and any postponements or adjournments thereof, and we are first making this Proxy Statement available on or about March 6, 2025. Shareholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during the meeting by visiting meetnow.global/MSSNHFG at the meeting date and time.

**Record Date:**Huntington shareholders as of the close of business on February 18, 2025, will be entitled to vote at our annual meeting and at any postponements or adjournments of the meeting.

**Your vote is important.**Please submit your proxy as soon as possible via the internet, mail, or telephone. If your shares are held by a Broker, it is important that you provide instructions to your Broker so that your vote is counted on all matters.

2025 Virtual Annual Shareholder Meeting

Huntington will once again hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. Shareholders as of the Record Date will be able to attend the meeting online, vote shares electronically, and submit questions during the meeting by visiting meetnow.global/MSSNHFG at the meeting date and time. The meeting webcast will begin promptly at 2:00 p.m. Eastern Time on Wednesday, April 16, 2025. If you experience technical difficulties during the check-in process or during the meeting, please contact (888) 724-2416 (U.S. toll-free) or +1-781-575-2748 (outside of U.S.) for assistance. See theGeneral Information on Voting and the Annual Meetingsection of the Proxy Statement for additional information on how to participate in this year’s meeting.

By Order of the Board of Directors,

Anne Kruger

Senior Associate General Counsel and Secretary

March 6, 2025

HOW TO VOTE YOUR SHARES

Online

Registered holders www.envisionreports.com/HBAN Beneficial owners Follow the instructions provided in your materials

By Phone

Call the phone number at the top of your proxy card

By Mail

Complete, sign, date, and return your proxy card in the envelope provided

Online during the meeting

Attend and vote online during the virtual annual meeting

Shareholders who hold their shares in street name should refer to the voting instructions provided by their Broker.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 16, 2025. The Proxy Statement and Annual Report to shareholders are available at www.edocumentview.com/HBAN

Voluntary E-Delivery of Proxy Materials

We encourage our shareholders to enroll in electronic delivery of proxy materials: If you are a registered shareholder, please sign up at

www.computershare.com/hban.

If you are a beneficial owner, please contact your Broker for instructions.

Electronic delivery offers immediate and convenient access to proxy materials. It also helps us reduce paper usage and our printing and shipping costs.