HBAN 10-K Annual Report Dec. 31, 2023 | Alphaminr
HUNTINGTON BANCSHARES INC/MD

HBAN 10-K Fiscal year ended Dec. 31, 2023

HUNTINGTON BANCSHARES INC/MD
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TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 1C: CybersecurityItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 2 -Item 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationItem 9C: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10: Directors, Executive Officers, and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions, and Director IndependenceItem 14: Principal Accounting Fees and ServicesPart IVItem 15: Exhibits and Financial Statement SchedulesItem 16: 10-k Summary

Exhibits

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 17, 2020. 001-34073 2.1 3.1 Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, 2019. Current Report on Form 8-K dated January 16, 2019. 001-34073 3.1 3.2 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 3.3 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 3.4 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 3.5 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 3.6 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 3.7 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 3.8 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 3.9 Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 19, 2023 Current Report on Form8-K dated July19, 2023 001-34073 3.2 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 10.3 * 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 StephenD. 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 November28, 2012. 001-34073 10.2 10.6 * Restricted Stock Unit Deferral Agreement. Current Report on Form 8-K dated July24, 2006. 000-02525 99.3 10.7 * Director Deferred Stock Award Notice. Current Report on Form 8-K dated July24, 2006. 000-02525 99.4 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 * Form of Consolidated 2012 Stock Grant Agreement for Executive Officers Pursuant to Huntingtons 2012 Long-Term Incentive Plan. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. 001-34073 10.2 10.11 * Form of 2014 Stock Option Grant Agreement for Executive Officers. Quarterly Report on Form 10-Q for the quarter ended June30, 2014. 001-34073 10.2 10.12 * Form of 2014 Performance Stock Unit Grant Agreement for Executive Officers. Quarterly Report on Form 10-Q for the quarter ended June30, 2014. 001-34073 10.3 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 June30, 2014. 001-34073 10.4 10.14 * Form of 2014 Stock Option Grant Agreement for Executive Officers Version II. Quarterly Report on Form 10-Q for the quarter ended June30, 2014. 001-34073 10.5 10.16 *Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan. Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders. 001-34073 A 10.17 *Form of 2015 Stock Option Grant Agreement. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. 001-34073 10.2 10.18 *Form of 2015 Restricted Stock Unit Grant Agreement. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. 001-34073 10.3 10.19 *Huntington Bancshares Incorporated Restricted Stock Unit Grant Agreement. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. 001-34073 10.1 10.20 * 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 10.21 * 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 10.22 *Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan. Annual Report on Form 10-K for the year ended December 31, 2021. 001-34073 10.22 10.23 *Form of 2018 Stock Option Grant Agreement. Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. 001-34073 10.2 10.24 *Form of 2018 Restricted Stock Unit Agreement. Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. 001-34073 10.3 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. 001-34073 10.25 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. 001-34073 10.40 10.27 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 10.28 *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. 001-34073 10.1 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. 001-34073 10.2 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. 001-34073 10.1 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. 001-34073 10.31 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. 001-34073 10.32 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. 001-34073 10.33 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. 001-39009 10(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. 001-39009 10(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. 001-39009 10(i) 10.37 *Form of Restricted Stock Unit Agreement pursuant to the TCF Financial 2015 Omnibus Incentive Plan for Performance-Based Restricted StockUnits. TCF Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. 001-39009 10(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. 001-10253 10.1 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. 000-08185 10(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. 000-08185 10(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. 000-08185 10(ss) 10.43 *Form of 2022 Restricted Stock Unit Agreement Annual Report on Form 10-K for year ended December 31, 2022. 001-34073 10.43 10.44 *Separation Agreement dated August 7, 2023 by andbetween 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 10.45 *Amendment to Executive Deferred Compensation Plan, dated April 28, 2023. 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 Recoupment Policy