HUNTINGTON BANCSHARES INC /MD/HBAN

HUNTINGTON BANCSHARES INC /MD/ Stock Compensation Disclosure

10-KFiled Feb 13, 20263 min read
SHARE-BASED COMPENSATION
Share-based awards are eligible for issuance under the Company’s long term incentive plan. The plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units, and other awards to officers, directors, and other employees. At December 31, 2025, 28 million shares were available for future grants.
Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2025, Huntington believes there were adequate authorized common shares to satisfy anticipated share-based award vesting in 2026.
The following table presents total share-based compensation expense and related tax benefit.
Year Ended December 31,
(dollar amounts in millions)202520242023
Share-based compensation expense (1)$130 $133 $114 
Tax benefit23 24 19 
(1)Compensation costs are included in personnel costs on the Consolidated Statements of Income.
Stock Options
Stock options, awarded by Huntington, are granted at the closing market price on the date of the grant and vest ratably over four years or when other conditions are met. Stock options, which represented a portion of the grant values, have no intrinsic value until the stock price increases. All options have a contractual term of ten years from the date of grant.
Huntington’s stock option activity and related information was as follows.
(dollar amounts in millions, except per share and options amounts in thousands)Options Weighted-
Average
Exercise Price
Weighted-Average
Remaining
Contractual Life (Years)
Aggregate
Intrinsic Value
Outstanding at January 1, 202510,306 $12.84 
Exercised(1,419)12.19 
Forfeited/expired(3)17.89 
Outstanding at December 31, 20258,884 $12.95 3.3$39 
Expected to vest18 $15.54 6.4$33 
Exercisable at December 31, 20258,866 $12.94 3.3$39 
Restricted Stock Units and Performance Share Units
Restricted stock units and performance share units awarded by Huntington are granted at the closing market price on the date of the grant. Restricted stock units can be settled in shares or cash depending on the award and, for the most part, provide either accumulated cash dividends during the vesting period or accrue a dividend equivalent that is paid upon vesting. Restricted stock units are subject to certain service restrictions. Performance share units are payable contingent upon Huntington achieving certain predefined performance objectives over a three-year measurement period. The fair value of these awards and units reflects the closing market price of Huntington’s common stock on the grant or assumption date.
The following table summarizes the status of Huntington’s restricted stock units and performance share units as of December 31, 2025, and activity for the year ended December 31, 2025.
Restricted Stock UnitsPerformance Share Units
(amounts in thousands, except per share amounts)Quantity
Weighted-
Average
Grant Date
Fair Value
Per Share
Quantity
Weighted-
Average
Grant Date
Fair Value
Per Share
Nonvested at January 1, 2025
26,771 $14.13 3,571 $14.19 
Granted8,739 16.17 1,773 16.19 
Vested(8,584)14.52 (2,145)14.39 
Forfeited(892)14.90 (6)13.98 
Nonvested at December 31, 202526,034 $14.84 3,193 $14.56 
The weighted-average fair value at grant date of nonvested shares granted for the years ended December 31, 2025, 2024, and 2023 were $16.18, $13.09, and $14.14, respectively. The total fair value of awards vested during the years ended December 31, 2025, 2024, and 2023 was $156 million, $96 million, and $99 million, respectively. As of December 31, 2025, the total unrecognized compensation cost related to nonvested shares was $154 million with a weighted-average expense recognition period of 2.3 years.

Historical Timeline

Fiscal YearFiled
2025Feb 13, 2026Showing above
2024Feb 14, 2025
2023Feb 16, 2024
2022Feb 17, 2023
2021Feb 18, 2022
2020Feb 26, 2021
2019Feb 14, 2020
2018Feb 15, 2019
2017Feb 16, 2018
2016Feb 22, 2017
2015Feb 17, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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