HUNTINGTON BANCSHARES INC /MD/ HBAN

34% shingled-prose overlap between the two filings.

2025: 171,076 chars · 2026: 111,322 chars

• Committee Report:5% overlap (5,966 → 409 chars)
• Pay Ratio (Item 402(u)):2% overlap (47,570 → 1,454 chars)
• Say-on-Pay proposal:0% overlap (24,740 → 24,747 chars)

• changedTableofContentsExecutive Overview 73 Who is Involved in Compensation Design and Decisions 91 65Named Executive Officers 73 Independent Compensation Consultant 91 65Our Approach to Executive Compensation 74 Procedures for Determining Executive Compensation 92 66Highlights of 2025 2024Performance and Impact on Executive Compensation 76 Market Referencing 92 Other Policies and Practices 93 68Consideration of “Say-on-Pay”/Shareholder Outreach 77 Stock Ownership Requirements 93 69Executive Compensation Program Features 78 Hedging and Pledging Prohibition 115 70Our Business and Our Compensation Philosophy 78 Annual Long-Term Incentive Award Grant Practices 93 70Key Compensation and Governance Practices 79 Recoupment of Incentive Compensation 94 71Components of 2025 2024Compensation 80 Recoupment Disclosure 95 72CompensationOutcomesfor202473Executive Compensation Decision-Making Process 91 85WhoisInvolvedinCompensationDesignandDecisions85IndependentCompensationConsultant85ProceduresforDeterminingExecutiveCompensation86MarketReferencing86OtherPoliciesandPractices87StockOwnershipRequirements87HedgingandPledgingProhibition87AnnualLong-TermIncentiveAwardGrantPractices87RecoupmentofIncentiveCompensation88RecoupmentDisclosure89Tax and Accounting Considerations 95 89
• changedThe HRCC’s 2025 2024compensation program for executive officers emphasized performance-based compensation designed to drive profitable growth and returns within our aggregate moderate-to-low risk appetite while doing the right thing for our colleagues, customers, communities, and shareholders.
• changedThis CD&A describes Huntington’s executive compensation program for 2025 2024for our CEO, CFO, and the additional executive officers named in the Summary Compensation Table (collectively, the (theNEOs), which include:
• changedStandridge 127,528—Scott D.
• newKleinman Helga S.
• newHouston Chairman, President,and CEO Chief Financial OfficerSenior Executive VicePresident President, Consumer and Regional BankingSenior Executive Vice President President, Commercial BankSenior Executive Vice President Chief Risk OfficerSenior Executive Vice President(1)
• new(1) Ms. Houston's title is Senior Executive Vice President effective as of March 1, 2026, and she ceased her role as CRO effective as of March 1, 2026, in order to start her new role.
• new73 | 2026 Proxy Statement
• changedOur Purpose, Our Vision, Our Ambitions Ambitions:
• changed• Our Purpose is to make people’s lives better, help businesses thrive, and strengthen the communities we serve.
• changed• Our Vision is to be becomethe leading People-first, Customer-centered bank in the country.
• changed• Our Ambitions are to be the most Trusted financial institution, have the most Caring and Inclusive Culture, be an Indispensable Partner for customers and communities, and deliver Value through top quartile core performance.
• changed• We manage the Company to create shareholder value over the long term through consistent, disciplined performance.
• newTarget Compensation Mix CEO OTHER NEOS(1) DESCRIPTION Base Salaries Fixed component representing 11% ofaggregate total target compensation for ourCEO and 21% for our other NEOs(1) Annual Incentive Plan (MIP) Annual performance-based compensation based on:•Adjusted Earnings Per Share (Adj.
• newEPS)(2)•Adjusted Pre-Provision Net Revenue (PPNR) Earnings Growth(2)•Adjusted Operating Leverage(2) Long-Term Incentive Plan (LTIP) Awards of long-term incentive (LTI) grants comprised of:•Performance Stock Units (PSU) (60% for CEO, 55% for otherNEOs); based on Relative and Absolute Adjusted Return on Average Tangible Common Shareholders' Equity (ROTCE)(2)•Restricted Stock Units (RSU) (40% for CEO, 45% for other NEOs)
• changed(1)Represents (1)Representsan average of annualized base salaries.
• changed(2)Non-GAAP, (2)Non-GAAP,see Appendix A to this Proxy Statement for more information.
• newCompensation of Executive Officers: Our Approach to Executive Compensation
• changed2025 2024Executive Compensation Elements
• newIn 2025, the HRCC essentially maintained the design of our 2024 compensation program.
• newIn 2025, as a part of the Company’s expense management plan, achievement of 100% of the MIP budgeted goals was set at a 95% payout level.
• changedThe Company’s 2025 2024performance was reviewed in accordance with the MIP and certified by the HRCC in January 2026. 2025.
• changedConsistent with prior years, the 2025 2024results included positive or negative adjustments for “extraordinary events.” Huntington’s performance against the three MIP metrics (Adj. (EPS,PPNREarningsGrowth,andOperatingLeverage)was105.2%oftarget.
• newEPS, Adj.
• newPPNR Earnings Growth, and Adj.
• newOperating Leverage) was 151.9% of target.
• newHRCC approved the final MIP funding at 149% as appropriate recognition of the Company's 2025 performance.
• changedStrategic Business Objective Compensation Component or Metric 2025 2024Actual Results Aligning pay with performance Adjusted EPSPerformance EPSPerformancemeasure for annual incentive $ 1.50(1) $1.25(1)Focusing on quality revenue Adjusted PPNR Earnings GrowthPerformance GrowthPerformancemeasure for annual incentive 14.0%(1) 2.04%(1)Managing expense growth Adjusted Operating LeveragePerformance LeveragePerformancemeasure for annual incentive 2.85%(1) 4.2%(1)Achieving long-term profitable growth and returns Adjusted ROTCEPerformance ROTCEPerformancemeasure for performance share units 16.4%(1) 16.0%(1)
• changedOur executive officers are also subject to our Financial Restatement Compensation Recoupment Policy. Policy,adoptedinOctober2023.
• new75 | 2026 Proxy Statement
• newKey Metrics EPS GAAP $1.39 ROTCE GAAP 15.7% Adjusted(1) 16.4% Loan Growth EOP $149.6 YoY15.1% Deposit Growth EOP $176.6 YoY8.7% Capital Growth (YoY) TBV/Share(1) 18.7% Adj.
• newCET 1(1)(2)50 bps Credit Performance NCO Ratio 0.23% ACL Coverage1.83%
• newHighlights 2025 Key Messages: Delivering Value Creation • Focused execution is driving organic growth and proven expertise in integrating new partner banks• Revenue growth of 11% year-over-year(3)• Operating Leverage increased 73 bps (adj.
• new285 bps)(1)• PPNR Earnings Growth increased 12% (adj.
• new14%)(1) Consumer and Regional Bank • Presence in 21 states, including the fastest growing states• Local delivery of national capabilities• Loans increased 9.7% year-over-year inclusive of Veritex Commercial Bank • Sixth largest equipment finance lender nationally(4)• Seventeen unique specialty verticals• Expanding capital markets capabilities• Loans increased 21.7% year-over-year inclusive of Veritex
• changedHighlights of 2025 2024Performance and Impact on Executive Compensation
• new2025 Full Year Financial Performance
• newCompensation of Executive Officers: Highlights of 2025 Performance and Impact on Executive Compensation
• new(2) AOCI adjustment aligned to the G-SIB reporting requirement - inclusive of AOCI adjusted for cash flow hedges on the loan portfolio.
• changed(3) (1)On a fully-taxable equivalent (FTE) basis assuming a 21% tax rate.
• new(4) Equipment Leasing & Financing Association, 2024, rank amonst bank-owned firms, includes Huntington Technology Finance portfolio.
• new2025 Highlights
• new•EPS of $1.39.
• new•Total revenue increased 11% to $8.2 billion.(1)
• new•Total assets increased 10% to $225 billion at December 31, 2025 from $204 billion at December 31, 2024.(2)
• new•Period-end total loans increased $19.6 billion, or 15.1%, year-over-year.
• new•Period-end total deposits increased $14.2 billion, or 8.7%, year-over-year.
• changed•Year-end Year-enddividend yield of 3.6% 3.8%based on last paid dividend rate.
• changedOur track record of paying for performance continued in 2025. 2024.
• changedAt our 2025 2024Annual Meeting, 86.3% 86.9%of votes cast were in favor of our “say-on-pay” advisory vote, and that support has averaged approximately 89.8% 92%at annual meetings held in the last five years.
• changedDuring 2025, 2024,we continued our outreach to shareholders, extending invitations to investors collectively owning over 60% 58%of our outstanding common stock, and held meetings on a variety of topics with investors owning in the aggregate approximately 23% 25%of our common stock as of December 31, 2025. 2024.
• changedBased on the “say-on-pay” votes and investor feedback received, the HRCC utilized similar compensation metrics in 2025. 2024.
• changed(1)On (1)Ona fully-taxable equivalent (FTE) basis assuming a 21% tax rate.
• new(2)Following completion of the Cadence Merger, combined assets totaled approximately $279 billion (based on balances as of December 31, 2025).
• new77 | 2026 Proxy Statement
• changedPhilosophy and Decision-Making ProcessWe Weprovide a balanced total compensation package for executive officers that includes both fixed and variable performance-based elements.
• changedThe PLQ is based on a combination of quantitative and qualitative measures and is intended to drive strong people-leader behaviors to drive performance and the development of an inclusive workplace.Our target pay levels are designed to be competitive with market practices in order to engage, develop, retain, and attract colleagues in a competitive labor market. workplace.
• changedWe also maintain robust stock ownership requirements for executives in order to further ensure alignment of our compensation program with the long-term interests of our shareholders.While overall compensation policies generally apply to all executives, we recognize the need to differentiate compensation by individual performance, experience, and relative contributions. shareholders.
• newCompensation of Executive Officers: Executive Compensation Program Features
• newSee Risk Assessment of Incentive Compensation.
• changedSeeRiskAssessmentofIncentiveCompensationAssure appropriate positioning in the market Our target pay levels are designed to be competitive with market practice.
• newReinforcing Our Values
• changedReinforcingOurValuesIn addition to rewarding executive officers for achievement of financial goals, the HRCC applies its discretion to reinforce behaviors and values that contribute to the Company’s long-term success.
• changedWhat We Do What We Don’t Do • Significant stock ownership policy applicable to executive officers and next level executives receiving equity awards to reinforce alignment between shareholders and senior management• managementSignificant emphasis on performance-based compensation, with the majority dependent upon long-term performance• performanceBalanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner• mannerAll incentive compensation, including vested and paid compensation, is subject to robust recoupment policies that allow us to recover certain vested or unvested incentive compensation in the event of inappropriate risk taking or a financial restatement• restatementPSUs comprise 60% 55%of total annual LTI grant value for CEO and 55% 50%for other NEOs for 2025• 2024(1)Annual equity-based awards made on a pre-established date to avoid any appearance of coordination with the release of material non-public information• informationIndependent compensation consultant provides expert guidance and support to the HRCC• HRCCShareholder engagement to exchange viewpoints with our investors• investorsAnnual assessment of compensation programs to compare them to those of our peers and market best practices• practicesLimited perquisites representing a small component of compensation• compensationAnnual risk assessment of incentive compensation plans • No repricing of previously-granted stock options without shareholder approval• No perquisite or excise tax gross-ups upon change in control• No single-trigger vesting of equity awards upon change in control• No hedging or pledging of Huntington securities by executives or Directors• No dividend or dividend equivalents paid on equity grants prior to vesting• No incentive plans encourage excessive risk-taking
• newCompensation of Executive Officers: Key Compensation and Governance Practices
• new79 | 2026 Proxy Statement
• changedBalancingRiskandRewardforExecutiveOfficersFor executive officers, our compensation philosophy balances risk and reward with a mix of base pay, short-term incentives, and long-term incentives, with greatest emphasis on long-term incentives.
• changedOur Misconduct Recoupment Policy covers all colleagues and our Financial Restatement CompensationRecoupment Policy CompensationRecoupmentPolicy,adoptedinOctober2023,covers our executive officers.
• changedIn addition, the Board retains discretion to reduce or eliminate incentiveawards incentiveawardsfor executive officers.
• newBalancing Risk and Reward for Executive Officers
• changedThe HRCC’s 2025 2024compensation program for executive officers emphasized performance-based compensation designed to drive profitable growth and returns within our aggregate moderate-to-low risk appetite, while doing the right thing for our colleagues, customers, communities, and shareholders.
• changedThe three primary components of executive compensation are base salaries, salary,annual incentive awards, and equity-based long-term incentive awards.
• changedComponents of 2025 2024Compensation
• changedKey broad-based incentive plan design featuresand featuresandcontrols include: Other features and controls used in various plansinclude: • plansinclude:Recoupment provisions• provisionsManagement discretion to reduce or eliminate awards• awardsAnnual risk-based review of plans and awards • Multiple performance criteria, including corporate, business unit, and individual performance criteria• criteriaRisk-related performance criteria• criteriaPayment caps• capsDeferrals paid over time
• changedCEO TargetedDirect TargetedDirectCompensation Other NEOTargeted NEOTargetedDirect Compensation (Average) Purpose and Key Features Base Salaries · SalarySet within a competitive range of market practices to attractand attractandretain top talent· talentVaries depending upon the executive’s role, performance,experience, performance,experience,and contribution· contributionFoundation from which incentives and other benefits aredetermined At-Risk Pay aredeterminedAnnual Incentive Plan (MIP) · Motivates and rewards for achieving or exceeding annualstrategic annualstrategicfinancial and operational goals that ultimatelysupport ultimatelysupportsustained long-term profitable growth and valuecreation· valuecreationReflects Company performance on key measures,adjusted measures,adjustedfor business unit and individual performance,including performance,includingrisk management· managementTarget opportunity expressed as a percentage of basesalary basesalaryreflective of each NEO’s role· roleTied directly to performance in year for which reported· reportedAwards are paid in cash Long-Term Incentive Plan (Equity Grants) · Motivates and rewards for delivering long-term sustainedperformance sustainedperformancealigned with shareholder interests whileencouraging retention· whileencouragingretentionGrants are comprised of PSUs and time-based RSUs· RSUsAwards are based on multiple factors, includingcompetitive includingcompetitivemarket data, overall Company performance,business performance,businesssegment performance, individual performance,and performance,andhistorical equity grants Benefits Benefits· Same broad-based benefit programs generally available toall colleagues· toallcolleaguesA limited number of additional benefits within typical marketpractice marketpracticeare offered to attract and retain executive talent
• changedThe HRCC also approves annual equity-based long-term incentives based on performance and on other factors discussed below and makes decisions with respect to base salary adjustments for the year ahead. adjustments.
• new81 | 2026 Proxy Statement
• newCEO200%of base salary Other NEOs100-150%of base salary
• new2025 MIP Target
• newCompensation of Executive Officers: Base Salary

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