Form 8-K

8-K — HUNTINGTON BANCSHARES INC /MD/

Accession: 0000049196-26-000050

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0000049196

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — hban-20260608.htm (Primary)

EX-99.1 (hbanmspresentation.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________________________________

FORM 8-K

_______________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 8, 2026

______________________________________________________________________________________________________________________________

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________________________________________________

Maryland 1-34073 31-0724920

(State or other jurisdiction of

incorporation or organization) (Commission

File Number) (I.R.S. Employer

Identification No.)

Registrant's address: 41 South High Street, Columbus, Ohio 43287

Registrant’s telephone number, including area code: (614) 480-2265

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

_______________________________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock) HBANP

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock) HBANM

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock) HBANL

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock)

HBANZ

The Nasdaq Stock Market LLC

Common Stock—Par Value $0.01 per Share HBAN

The Nasdaq Stock Market LLC

Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

As previously announced, Huntington Bancshares Incorporated ("Huntington") will be participating at the 2026 Morgan Stanley US Financials Conference on Tuesday, June 9, 2026. Zach Wasserman, Chief Financial Officer, and Brant Standridge, President of Consumer and Regional Banking, are scheduled to present to analysts and investors. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The presentation slides will also be available in the Investor Relations section of Huntington’s website at www.huntington-ir.com.

The presentation slides are being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements which are not historical facts and are subject to numerous assumptions, risks, estimates, and uncertainties that are beyond the control of Huntington. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, regulatory, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages; instability in global economic conditions and geopolitical conditions, including U.S. direct involvement in war and other conflicts, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as Federal Deposit Insurance Corporation ("FDIC") special assessments, long-term debt requirements and heightened capital requirements; potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; market perceptions of us and banks generally, including from the effects of social media; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System ("Federal Reserve"); volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; introduction of new competitive products, such as stablecoins, and new competitors such as financial technology companies and other “nontraditional” bank competitors; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the Securities and Exchange Commission ("SEC"), the Office of the Comptroller of the Currency, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, and state-level regulators; the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business; and other factors that may affect the future results of Huntington.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington updates one or more forward-looking statements, no inference should be drawn that Huntington will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. See also the other reports filed with the SEC, including discussions under the “Forward-Looking Statements” and “Risk Factors” of Huntington’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2026, as filed with the SEC and available on its website at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

The exhibits referenced below shall be treated as “furnished” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

(d) Exhibits.

Exhibit 99.1 – Presentation Slides

EXHIBIT INDEX

Exhibit No. Description

Exhibit 99.1

Presentation Slides

Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUNTINGTON BANCSHARES INCORPORATED

Date: June 8, 2026 By:

/s/ Zachary Wasserman

Zachary Wasserman

Chief Financial Officer

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Abundant Green RGB: 126, 207, 28 HEX: #7ECF1C Primary Palette Legacy Energy Green RGB: 45, 130, 42 HEX: #2D822A Capstone Partners Only Pastel Sage RGB: 133, 154, 153 HEX: #859A99 Medium Grey RGB: 166, 183, 183 HEX: #A6B7B7 Medium Sage RGB: 66, 100, 97 HEX: #426461 Prosperous Sage RGB: 0, 45, 42 HEX: #002D2A Highlight Teal RGB: 58, 204, 223 HEX: #3ACCDF Deep Teal RGB: 13, 164, 187 HEX: #0DA4BB Capstone Blue RGB: 4, 30, 66 HEX: #041E42 Extended Palette Off - White RGB: 245, 245, 245 HEX: #7ECF1C Light Grey RGB: 200, 210, 210 HEX: #C8D2D2 Light Sage RGB: 99, 127, 125 HEX: #637F7D Deep Sage RGB: 33, 72, 70 HEX: #214846 Highlight Green RGB: 177, 238, 44 HEX: #B1EE2C Light Teal RGB: 121, 222, 226 HEX: #79DEE2 Light Magenta RGB: 221, 123, 223 HEX: #DD78DF Highlight Magenta RGB: 193, 22, 216 HEX: #C116D8 Deep Magenta RGB: 144, 5, 163 HEX: #9005A3 Dark Magenta RGB: 80, 16, 89 HEX: #501059 Pastel Grey RGB: 233, 236, 236 HEX: #E9ECEC Dark Teal RGB: 3, 79, 84 HEX: #034F54 2026 Morgan Stanley US Financials Conference Disclaimer 2 Caution Regarding Forward -Looking Statements The information contained or incorporated by reference in this presentation contains certain forward - looking statements, includi ng, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, estimates, and un cer tainties that are beyond the control of Huntington. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward - looking statements. Forward - looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward - looking statements are intended to be subject to the safe h arbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors w hic h could cause actual results to differ materially from those contained or implied in the forward - looking statements or historical performance: changes in general economic, political, regula tory, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages; instability in global econom ic conditions and geopolitical conditions, including U.S. direct involvement in war and other conflicts, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, res ults of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirement s and costs, such as Federal Deposit Insurance Corporation ("FDIC") special assessments, long -term debt requirements and heightened capital requirements; potential impacts to macroeconomi c conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows o f deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss o f value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; market perceptions of us and banks generally, includin g from the effects of social media; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Re serve System ("Federal Reserve"); volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricin g a nd services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our "Fair Play" banking philosophy; introduction of new competitive products, such as stablecoins, and new competitors, such as financial technology companies and other "nontraditional" bank competitors; ch anges in policies and standards for regulatory review of bank mergers; the nature, extent, timing and results of governmental actions, examinations, reviews, reforms, regulations and interpretations, including those related to the Dodd - Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the Securities and Exchange Commission ("SEC"), the Office of the Comptroller of the Currency, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, and state - level regulators; the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business; and other fa cto rs that may affect the future results of Huntington. All forward - looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward - looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward - looking stateme nts to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward - looking statements that occur afte r the date the forward - looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington updates one or more forward - looking statements, no inference should be drawn that Huntington will make additional updates with respect to those or other forward - looking statements. As forward - looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. See also the other reports filed with the SEC, including discussions under the “Forward -Looking Statements” and “Risk Factors” of Huntington’s Annual Report on Form 10 -K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10 -Q, including for the quarter ended March 31, 2026, as filed with the SEC and available on its website at www.sec.gov. Use of Non -GAAP Financial Measures This document contains GAAP financial measures and non -GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non -GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconcilia tion to the comparable GAAP financial measure, can be found in this document, the financial supplement, conference call slides, or the Form 8 -K related to this document, all of wh ich can be found in the Investor Relations section of Huntington’s website, http://www.huntington.com.

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v3.26.1

Cover Page

Jun. 08, 2026

Document Information [Line Items]

Document Type

8-K

Document Period End Date

Jun. 08, 2026

Entity Registrant Name

Huntington Bancshares Incorporated

Entity Central Index Key

0000049196

Entity Incorporation, State or Country Code

Entity File Number

1-34073

Entity Tax Identification Number

31-0724920

Entity Address, Address Line One

41 South High Street

Entity Address, City or Town

Columbus

Entity Address, State or Province

Entity Address, Postal Zip Code

43287

City Area Code

614

Local Phone Number

480-2265

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Entity Information [Line Items]

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Common Stock—Par Value $0.01 per Share

Trading Symbol

HBAN

Security Exchange Name

NASDAQ

Series H Preferred Stock

Entity Information [Line Items]

Title of 12(b) Security

Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)

Trading Symbol

HBANP

Security Exchange Name

NASDAQ

Series I Preferred Stock

Entity Information [Line Items]

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Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)

Trading Symbol

HBANM

Security Exchange Name

NASDAQ

Series J preferred stock [Domain]

Entity Information [Line Items]

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Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)

Trading Symbol

HBANL

Security Exchange Name

NASDAQ

Series L Preferred Stock

Entity Information [Line Items]

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