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10-Q – 2026-04-30 – hban-20260331.htm
Item 4: Controls and Procedures Disclosure Controls and Procedures Huntington maintains disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Huntington’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026 . Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026 , Huntington’s disclosure controls and procedures were effective. Changes in Internal Controls Over Financial Reporting There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. PART II. OTHER INFORMATION In accordance with the instructions to Part II, the other specified items in this part have been omitted because they are not applicable, or the information has been previously reported. Item 1: Legal Proceedings Information required by this item is set forth in Note 17 - “ Commitments and Contingent Liabilities ” of the Notes to Unaudited Consolidated Financial Statements under the caption “ Litigation and Regulatory Matters ” and is incorporated into this Item by reference. Item 1A: Risk Factors In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition, or results of operations. There have been no material changes to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K. 2026 1Q Form 10-Q 85 Table of Contents Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) and (b) Not Applicable (c) In April 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common shares. The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board of Directors. The table below presents information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), for each of the three months in the period ended March 31, 2026 : Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (1) January 1, 2026 to January 31, 2026 — $ — $ — $ 1,000,000,000 February 1, 2026 to February 28, 2026 1,490,392 16.77 1,490,392 975,000,016 March 1, 2026 to March 31, 2026 7,495,154 (2) 16.75 7,462,877 850,000,024 Total 8,985,546 $ 16.75 8,953,269 $ 850,000,024 (1) The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly- announced share repurchase authorizations. (2) Includes 32,277 shares purchased in open-market transactions by Stephen D. Steinour, our Chief Executive Officer, who may be deemed to be an “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act. The shares were not purchased as part of a repurchase plan or program. On April 22, 2026, our Board of Directors approved a new share repurchase authorization of up to $3.0 billion of our common shares, replacing the prior authorization. The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board of Directors. Item 5. Other Information Trading Plans During the three months ended March 31, 2026 , officer Marcy Hingst , Senior Executive Vice President and General Counsel , adopted a trading plan on March 9, 2026 , intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Hingst’s plan is for the vesting and sale of up to 49,650 shares of common stock underlying restricted share units in amounts and prices determined in accordance with formulae set forth in the plan. The plan terminates on the earlier of the date all the shares under the plan are sold and March 19, 2027 . 86 Huntington Bancshares Incorporated Table of Contents Item 6. Exhibits Exhibit Index T his 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 Quarterly Report on Form 10-Q, information on those websites is not part of this report. Our reports, proxy statements, and other information about us are 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 July 13, 2025, by and between Huntington Bancshares Incorporated and Veritex Holdings, Inc. Current Report on Form 8-K dated July 17, 2025. 001-34073 2.1 2.2 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 Februar y 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. 22 Subsidiary Issuers of Guaranteed Securities Annual Report on Form 10-K for year ended December 31, 2025 001-34073 22 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. 101.INS ***The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH *Inline XBRL Taxonomy Extension Schema Document 101.CAL *Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF *Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB *Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE *Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 *Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101 attachments) * Filed herewith ** Furnished herewith *** The following material from Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 formatted in Inline XBRL: (1) Unaudited Consolidated Balance Sheets , (2) Unaudited Consolidated Statements of Income , (3) Unaudited Consolidated Statements of Comprehensive Income (4) Unaudited Consolidated Statement of Changes in Shareholders’ Equity , (5) Unaudited Consolidated Statements of Cash Flows , and (6) the Notes to Unaudited Consolidated Financial Statements . 2026 1Q Form 10-Q 87 Table of Contents 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. HUNTINGTON BANCSHARES INCORPORATED (Registrant) Date: April 30, 2026 /s/ Stephen D. Steinour Stephen D. Steinour Chairman, President, and Chief Executive Officer (Principal Executive Officer) Date: April 30, 2026 /s/ Zachary Wasserman Zachary Wasserman Chief Financial Officer (Principal Financial Officer)