Executive Change · Company Update

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) May 19, 2023  ______________________________________________________________________________________________________________________________ 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 class Trading Symbol(s) Name of 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 NASDAQ Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock) HBANM NASDAQ Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock) HBANL NASDAQ Common Stock—Par Value $0.01 per Share HBAN NASDAQ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 19, 2023, the Board of Directors of Huntington Bancshares Incorporated (Huntington) elected Rafael Andres Diaz-Granados and John C. ("Chris") Inglis to serve on its Board of Directors, effective May 19, 2023. Diaz-Granados shall serve on the Risk Oversight Committee and the Community Development Committee and Inglis shall serve on the Nominating and ESG Committee and the Technology Committee. Diaz-Granados and Inglis will participate in Huntington's standard compensation arrangements for non-employee directors, which consist of an annual equity grant and cash compensation in the form of board and committee retainers and per meeting fees for meetings in excess of a specified number. Item 8.01 Other Events. On May 24, 2023, Huntington issued a press release announcing the appointments of Rafael Andres Diaz-Granados and John C. ("Chris") Inglis as directors. A copy of the press release is attached as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1 – News release of Huntington Bancshares Incorporated, dated May 24, 2023. EXHIBIT INDEX Exhibit No. Description Exhibit 99.1 News release of Huntington Bancshares Incorporated, dated May 24, 2023 Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURES 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: May 24, 2023 By: /s/ Jana J. Litsey Jana J. Litsey Title: General Counsel