Annual report pursuant to Section 13 and 15(d)

SHARE-BASED COMPENSATION

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SHARE-BASED COMPENSATION
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION 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, 2024, 37 million shares were available for future grants.
Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2024, Huntington believes there are adequate authorized common shares to satisfy anticipated share-based award vesting in 2025.
The following table presents total share-based compensation expense and related tax benefit.
Year Ended December 31,
(dollar amounts in millions) 2024 2023 2022
Share-based compensation expense (1) $ 133  $ 114  $ 119 
Tax benefit 24  19  20 
(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, 2024 12,922  $ 12.58 
Exercised (2,481) 11.40 
Forfeited/expired (135) 14.11 
Outstanding at December 31, 2024 10,306  $ 12.84  4.1 $ 36 
Expected to vest 471  $ 16.00  6.3 $ 129 
Exercisable at December 31, 2024 9,835  $ 12.69  4.0 $ 36 
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, 2024, and activity for the year ended December 31, 2024.
Restricted Stock Units Performance 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, 2024
24,669  $ 13.15  3,220  $ 15.19 
Granted 9,060  13.12  1,975  12.95 
Vested (5,866) 11.97  (1,581) 16.04 
Forfeited (1,092) 14.38  (43) 14.31 
Nonvested at December 31, 2024 26,771  $ 14.13  3,571  $ 14.19 
The weighted-average fair value at grant date of nonvested shares granted for the years ended December 31, 2024, 2023, and 2022 were $13.09, $14.14, and $13.47, respectively. The total fair value of awards vested during the years ended December 31, 2024, 2023, and 2022 was $96 million, $99 million, and $105 million, respectively. As of December 31, 2024, the total unrecognized compensation cost related to nonvested shares was $297 million with a weighted-average expense recognition period of 2.2 years.