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) April 23, 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 8.01 Other Events. On April 23, 2026, Huntington Bancshares Incorporated (Nasdaq: HBAN) announced that its Board of Directors ("Board") declared a quarterly cash dividend on the company’s common stock of $0.155 per common share, unchanged from the prior quarter. The common stock cash dividend is payable on July 1, 2026, to shareholders of record on June 17, 2026. The Board also declared quarterly cash dividends on the following six series of its preferred stock payable July 15, 2026, to their respective shareholders of record on July 1, 2026: (i) a quarterly cash dividend on its Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150500) of $16.58677465 per share (equivalent to $0.4146694 per depositary receipt share), (ii) a quarterly cash dividend on its 5.625% Series F Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150AT1) of $1,406.25 per share (equivalent to $14.0625 per depositary share), (iii) a quarterly cash dividend on its 4.450% Series G Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150AV6) of $1,112.50 per share (equivalent to $11.1250 per depositary share), (iv) a quarterly cash dividend on its 4.5% Series H Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANP) of $11.25 per share (equivalent to $0.28125 per depositary share), (v)a quarterly cash dividend on its 6.875% Series J Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANL) of $17.19 per share (equivalent to $0.42975 per depositary share), and (vi) a quarterly cash dividend on its 6.25% Series K Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (CUSIP#: 446150BG8) of $1,562.50 per share (equivalent to $15.625 per depositary share). Lastly, the Board declared a quarterly cash dividend on the company's 5.50% Series L Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANZ) of $343.75 per share (equivalent to $0.34375 per depositary share) payable August 20, 2026, to shareholders of record on August 5, 2026. 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 April 23, 2026. EXHIBIT INDEX Exhibit No. Description Exhibit 99.1 News release of Huntington Bancshares Incorporated, dated April 23 , 2026 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: April 23, 2026 By: /s/ Marcy C. Hingst Marcy C. Hingst General Counsel