# HUNTINGTON BANCSHARES INC /MD/ (HBAN)

Informational only - not investment advice.

CIK: 0000049196
SIC: 6021 National Commercial Banks
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6021 National Commercial Banks](/industry/6021/)
Latest 10-K filed: 2026-02-13
SEC page: https://www.sec.gov/edgar/browse/?CIK=49196
Filing source: https://www.sec.gov/Archives/edgar/data/49196/000004919626000015/hban-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1562000000 | USD | 2025 | 2026-02-13 |
| Net income | 2211000000 | USD | 2025 | 2026-02-13 |
| Assets | 225106000000 | USD | 2025 | 2026-02-13 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000049196.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  | 881,000,000 | 939,000,000 | 884,000,000 | 1,113,000,000 | 1,318,000,000 | 1,400,000,000 | 1,468,000,000 | 1,562,000,000 |
| Net income | 712,000,000 | 1,186,000,000 | 1,393,000,000 | 1,411,000,000 | 817,000,000 | 1,295,000,000 | 2,238,000,000 | 1,951,000,000 | 1,940,000,000 | 2,211,000,000 |
| Diluted EPS | 0.70 | 1.00 | 1.20 | 1.27 | 0.69 | 0.90 | 1.45 | 1.24 | 1.22 | 1.39 |
| Assets | 99,714,000,000 | 104,185,000,000 | 108,781,000,000 | 109,002,000,000 | 123,038,000,000 | 174,064,000,000 | 182,906,000,000 | 189,368,000,000 | 204,230,000,000 | 225,106,000,000 |
| Liabilities | 89,406,000,000 | 93,371,000,000 | 97,679,000,000 | 97,207,000,000 | 110,045,000,000 | 154,746,000,000 | 165,137,000,000 | 169,970,000,000 | 184,448,000,000 | 200,727,000,000 |
| Stockholders' equity | 10,308,000,000 | 10,814,000,000 | 11,102,000,000 | 11,795,000,000 | 12,993,000,000 | 19,297,000,000 | 17,731,000,000 | 19,353,000,000 | 19,740,000,000 | 24,342,000,000 |
| Net margin |  |  |  |  | 92.42% | 116.35% |  | 139.36% | 132.15% | 141.55% |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other information contained in this report. The forward-looking statements in this section and other parts of this report involve assumptions, risks, uncertainties, and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Forward-Looking Statements” and those set forth in “Item 1A: Risk Factors”.

In this MD&A we refer to FTE net interest income and FTE total revenue. These financial measures are not required by, or calculated in accordance with GAAP and may not be calculated the same as similarly titled measures used by other companies. These financial measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. For a further description of these non-GAAP financial measures, see the “Non-GAAP Financial Measures” within the “Additional Disclosures” section below.

EXECUTIVE OVERVIEW

Acquisitions and Divestitures

Veritex Acquisition

Effective October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity. Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $1.7 billion. Historical periods prior to October 20, 2025 reflect results of legacy Huntington operations. Subsequent to closing, results reflect all combined post-acquisition activity. For further information, refer to Note 3 - “Business Combinations” of the Notes to Consolidated Financial Statements.

Cadence Acquisition

Effective February 1, 2026, Huntington completed its previously announced acquisition of Cadence Bank (“Cadence”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington National Bank, with Huntington National Bank as the surviving bank. Under the terms of the agreement, Huntington issued 2.475 shares for each outstanding share of Cadence in a 100% stock transaction. Based on Huntington’s closing price of $17.48 as of January 30, 2026, the consideration is valued at approximately $8.1 billion. Each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive 1/1000 of a share of a newly created 5.50% Series L Non-Cumulative Perpetual Preferred Stock of Huntington. As of December 31, 2025, Cadence had $54 billion in assets, including $37 billion in loans, and $44 billion in deposits.

2025 Form 10-K 51

Table of Contents

2025 Financial Performance Review

Selected Financial Data

Table 1 - Selected Year-to-Date Income Statement Data

Year Ended December 31,

Change from 2024

Change from 2023

(amounts in millions, except per share data)

2025

Amount

Percent

2024

Amount

Percent

2023

Interest income

$

10,310

$

389 

4 

%

$

9,921

$

1,005 

11 

%

$

8,916

Interest expense

4,319

(257)

(6)

4,576

1,099 

32 

3,477

Net interest income

5,991

646 

12 

5,345

(94)

(2)

5,439

Provision for credit losses

463

43 

10 

420

18 

4 

402

Net interest income after provision for credit losses

5,528

603 

12 

4,925

(112)

(2)

5,037

Noninterest income

2,175

135 

7 

2,040

119 

6 

1,921

Noninterest expense

5,015

453 

10 

4,562

(12)

— 

4,574

Income before income taxes

2,688

285 

12 

2,403

19 

1 

2,384

Provision for income taxes

459

16 

4 

443

30 

7 

413

Income after income taxes

2,229

269 

14 

1,960

(11)

(1)

1,971

Income attributable to non-controlling interest

18

(2)

(10)

20

— 

— 

20

Net income attributable to Huntington

2,211

271 

14 

1,940

(11)

(1)

1,951

Dividends on preferred shares

124

(10)

(7)

134

(8)

(6)

142

Impact of preferred stock redemptions and repurchases

—

(5)

NM

5

13 

NM

(8)

Net income applicable to common shares

$

2,087

$

286 

16 

%

$

1,801

$

(16)

(1)

%

$

1,817

Average common shares—basic

1,479

28 

2 

%

1,451

5 

— 

%

1,446

Average common shares—diluted

1,505

29 

2 

1,476

8 

1 

1,468

Net income per common share—basic

$

1.41

$

0.17 

14 

$

1.24

$

(0.02)

(2)

$

1.26

Net income per common share—diluted

1.39

0.17 

14 

1.22

(0.02)

(2)

1.24

Cash dividends declared per common share

0.62

— 

— 

0.62

— 

— 

0.62

Return on average assets

1.05 

%

0.99 

%

1.04 

%

Return on average common shareholders’ equity

10.8

10.4

11.2

Return on average tangible common shareholders’ equity (1)

15.7

15.7

17.6

Net interest margin (2)

3.13

3.00

3.19

Efficiency ratio (3)

59.9

60.5

61.0

Revenue and Net Interest Income—FTE (Non-GAAP)

Net interest income

$

5,991

$

646 

12 

%

$

5,345

$

(94)

(2)

%

$

5,439

FTE adjustment (2)

65

12 

23 

53

11 

26 

42

Net interest income, FTE (non-GAAP) (2)

6,056

658 

12 

5,398

(83)

(2)

5,481

Noninterest income

2,175

135 

7 

2,040

119 

6 

1,921

Total revenue, FTE (non-GAAP) (2)

$

8,231

$

793 

11 

%

$

7,438

$

36 

— 

%

$

7,402

(1)    Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred taxes and calculated assuming a 21% tax rate.

(2)    Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

(3)    Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains (losses).

52 Huntington Bancshares Incorporated

Table of Contents

Summary of Results

In 2025, we reported net income of $2.2 billion, or $1.39 per diluted common share, compared with net income in 2024 of $1.9 billion, or $1.22 per diluted common share. The current year reported net income was impacted by acquisition-related expenses totaling $168 million, or $129 million after tax, which reduced diluted earnings by $0.09 per common share.

Net interest income was $6.0 billion in 2025, an increase of $646 million, or 12%, from 2024. FTE net interest income, a non-GAAP financial measure, increased $658 million, or 12%, from 2024. The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The NIM increase was primarily due to a decrease in the cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity.

The provision for credit losses increased $43 million, or 10%, to $463 million for 2025. The ACL was $2.7 billion, or 1.83% of total loans and leases, at December 31, 2025, compared to $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024. The increase in the ACL was driven by current year loan and lease growth, in addition to an ACL recorded for loans acquired in the Veritex transaction, partially offset by a decrease in the overall ACL coverage ratio.

Noninterest income was $2.2 billion, an increase of $135 million, or 7%, from the prior year, driven by a $24 million gain on the sale of a portion of our trust and custody business and increases in customer deposit and loan fees, wealth and asset management revenue, payments and cash management revenue, and capital markets and advisory fees, partially offset by an increase in net losses on sales of securities. Noninterest expense was $5.0 billion, an increase of $453 million, or 10%, from the prior year primarily due to higher personnel costs and outside data processing and other services, in addition to $168 million of acquisition-related expenses, partially offset by lower deposit insurance expense driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

Consolidated Balance Sheet and Capital Ratios

Total assets at December 31, 2025 were $225.1 billion, an increase of $20.9 billion, or 10%, compared to December 31, 2024. The increase in total assets was driven by $10.3 billion of organic loan growth and $9.3 billion of loans acquired as a result of the completion of the Veritex acquisition. Total liabilities at December 31, 2025 were $200.7 billion, an increase of $16.3 billion, or 9%, compared to December 31, 2024. The increase in total liabilities was largely driven by $10.8 billion of liabilities assumed as a result of the completion of the Veritex acquisition and organic deposit growth, partially offset by the run-off of certain higher-cost Veritex deposits.

The tangible common equity to tangible assets ratio increased to 7.1% at December 31, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from earnings, net of dividends, an improvement in AOCI, and the net impact of the Veritex acquisition, partially offset by an increase in tangible assets. The CET1 risk-based capital ratio was 10.4% at December 31, 2025, down from 10.5% at December 31, 2024, with the decrease primarily due to an increase in risk-weighted assets and the CECL transition adjustment, partially offset by current period earnings, net of dividends.

2025 Form 10-K 53

Table of Contents

Business Overview

General

Our general business objectives are to:

•Deliver our Culture, Purpose, and Vision through a Differentiated Operating Model;

•Build on our vision to be the leading People-First, Customer-Centered bank in the country;

•Deliver top quartile performance through sustainable long-term profitable growth;

•Differentiate our culture, brand, and customer experience through expanded product offerings to drive digital acquisition, deepening, and retention, and leveraging partnerships and technology to grow customers and market share;

•Leverage our regional banking model and national franchise to drive scale, growth and expansion;

•Anticipate evolving customer needs to drive profitable growth;

•Maintain positive operating leverage and execute disciplined capital management; and

•Provide stability and resilience through disciplined risk management, while maintaining an aggregate moderate-to-low risk appetite.

Our 2025 results reflect strong growth across loans, deposits, and value-added fee services, supported by the combination of existing and new businesses, and our partnership with Veritex. Driven by our robust liquidity, capital, and credit, we continued to invest in building existing business relationships, adding new relationships, and expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals. Credit continues to perform well, consistent with our aggregate moderate-to-low risk appetite. We remain focused on driving our flywheel of value creation to deliver profitable growth and long-term value for our customers, colleagues, and shareholders.

Economy

Economic conditions remained overall healthy during the fourth quarter of 2025, demonstrating resilience despite uncertainty stemming from the longest government shutdown on record and disruptions in the availability of certain economic data. Financial markets reflected this underlying strength, with broad equity indices remaining near record levels and corporate credit spreads continuing to trade near historically tight levels. Trade policy developments, including the use of tariffs, remain an evolving factor for both financial markets and economic activity. While legal and geopolitical developments bear monitoring, market participants have demonstrated an ability to absorb these uncertainties, supported by generally favorable global financial conditions, even amid periods of increased volatility in select international markets.

At its December 2025 meeting, the Federal Reserve lowered the federal funds rate by 25 basis points, marking the third such reduction in 2025. The decision reflects the Federal Reserve’s confidence that inflation, while still above the stated 2% target, remains manageable over the medium term, and that a modest easing in the policy can help sustain economic expansion as labor market conditions normalize. With economic growth continuing at a healthy pace, monetary policy is increasingly viewed as well-positioned to support continued expansion.

Labor market conditions moderated during 2025, with the unemployment rate peaking at 4.5% before improving modestly to 4.4% at the end of the year. Despite some softening in the labor market, overall economic activity remained resilient, with real GDP expanding by 2.0%-2.3% through the first three quarters of 2025. The manufacturing sector showed signs of stabilization following a period of mild contraction and is well-positioned to benefit from renewed investment, supply-chain normalization, and technological advancement. The services sector continued its slow and steady expansion, reinforcing the durability of domestic demand. Consumer spending remained resilient throughout the year, driven by strong spending from higher income households. Looking ahead, government spending initiatives and tax provisions expected to take effect in early 2026 have further improved the economic outlook, leading many economists to reduce their assessed probability for a recession in 2026.

Legislative and Regulatory

A comprehensive discussion of legislative and regulatory matters affecting us can be found in Item 1: Business - “Regulatory Matters” section of this Form 10-K.

54 Huntington Bancshares Incorporated

Table of Contents

DISCUSSION OF RESULTS OF OPERATIONS

This section provides a review of financial performance on a consolidated basis. Key consolidated balance sheet and income statement trends are discussed. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, please read this section in conjunction with the “Business Segment Discussion.”

For a discussion of our results of operations for 2024 versus 2023, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2024 Annual Report on Form 10-K, filed with the SEC on February 14, 2025.

Average Balance Sheet / Net Interest Income

Our primary source of revenue is net interest income, which is the difference between interest income from earning assets (primarily loans and leases and securities), and interest expense from funding sources (primarily interest-bearing deposits and borrowings). Earning asset balances and related funding sources, as well as changes in the levels of interest rates, impact net interest income. The difference between the average yield on earning assets and the average rate paid for interest-bearing liabilities is the net interest spread. Noninterest-bearing sources of funds, such as demand deposits and shareholders’ equity, also support earning assets. The impact of the noninterest-bearing sources of funds, often referred to as “free funds”, is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. Both the net interest margin and net interest spread are presented on an FTE basis, which means that tax-free interest income has been adjusted to a pretax equivalent income, assuming a 21% tax rate. Information related to major components of our net interest income (FTE) and related yields are presented on the following table.

2025 Form 10-K 55

Table of Contents

Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis

Year Ended December 31,

2025

2024

Average

Interest Income/Expense

Yield/

Average

Interest Income/ Expense

Yield/

Change in Average Balances

(dollar amounts in millions)

Balances

(FTE) (1)

Rate (1)(2)

Balances

(FTE) (1)

Rate (1)(2)

Amount

Percent

Assets:

Interest-earning deposits with banks

$

11,989 

$

526 

4.38 

%

$

11,113 

$

598 

5.38 

%

$

876 

8 

%

Securities:

Trading account securities

465 

17 

3.75 

265 

13 

5.04 

200 

75 

Available-for-sale securities:

Taxable

23,652 

1,023 

4.33 

24,232 

1,251 

5.16 

(580)

(2)

Tax-exempt

3,307 

167 

5.04 

2,779 

141 

5.08 

528 

19 

Total available-for-sale securities

26,959 

1,190 

4.41 

27,011 

1,392 

5.15 

(52)

— 

Held-to-maturity securities—taxable

15,906 

423 

2.66 

15,478 

385 

2.49 

428 

3 

Other securities

899 

47 

5.28 

789 

42 

5.33 

110 

14 

Total securities

44,229 

1,677 

3.79 

43,543 

1,832 

4.21 

686 

2 

Loans held for sale

790 

50 

6.37 

597 

40 

6.63 

193 

32 

Loans and leases (3):

Commercial:

Commercial and industrial

61,468 

3,769 

6.13 

52,426 

3,321 

6.33 

9,042 

17 

Commercial real estate

11,698 

788 

6.74 

11,935 

907 

7.60 

(237)

(2)

Lease financing

5,479 

365 

6.67 

5,190 

336 

6.47 

289 

6 

Total commercial

78,645 

4,922 

6.26 

69,551 

4,564 

6.56 

9,094 

13 

Consumer:

Residential mortgage

24,585 

1,031 

4.20 

23,956 

943 

3.94 

629 

3 

Automobile

15,406 

901 

5.85 

13,372 

726 

5.43 

2,034 

15 

Home equity

10,239 

743 

7.25 

10,088 

780 

7.73 

151 

1 

RV and marine

5,869 

317 

5.40 

5,979 

310 

5.19 

(110)

(2)

Other consumer

1,943 

208 

10.63 

1,557 

181 

11.61 

386 

25 

Total consumer

58,042 

3,200 

5.51 

54,952 

2,940 

5.35 

3,090 

6 

Total loans and leases

136,687 

8,122 

5.94 

124,503 

7,504 

6.03 

12,184 

10 

Total earning assets

193,695 

10,375 

5.36 

179,756 

9,974 

5.55 

13,939 

8 

Cash and due from banks

1,413 

1,397 

16 

1 

Goodwill and other intangible assets

5,740 

5,680 

60 

1 

All other assets

9,915 

9,427 

488 

5 

Total assets

$

210,763 

$

196,260 

$

14,503 

7 

%

Liabilities and shareholders’ equity:

Interest-bearing deposits:

Demand deposits—interest-bearing

$

45,368 

$

890 

1.96 

%

$

40,401 

$

858 

2.12 

%

$

4,967 

12 

%

Money market deposits

62,137 

1,825 

2.94 

54,702 

1,994 

3.64 

7,435 

14 

Savings deposits

15,100 

50 

0.33 

15,141 

15 

0.10 

(41)

— 

Time deposits

13,678 

517 

3.78 

15,343 

705 

4.60 

(1,665)

(11)

Total interest-bearing deposits

136,283 

3,282 

2.41 

125,587 

3,572 

2.84 

10,696 

9 

Short-term borrowings

1,215 

50 

4.11 

1,147 

69 

5.99 

68 

6 

Long-term debt

17,363 

987 

5.68 

15,224 

935 

6.14 

2,139 

14 

Total interest-bearing liabilities

154,861 

4,319 

2.79 

141,958 

4,576 

3.22 

12,903 

9 

Demand deposits—noninterest-bearing

29,495 

29,479 

16 

— 

All other liabilities

4,905 

5,123 

(218)

(4)

Total liabilities

189,261 

176,560 

12,701 

7 

Total Huntington shareholders’ equity

21,458 

19,651 

1,807 

9 

Non-controlling interest

44 

49 

(5)

(10)

Total equity

21,502 

19,700 

1,802 

9 

Total liabilities and equity

$

210,763 

$

196,260 

$

14,503 

7 

%

Net interest rate spread

2.57 

2.33 

Impact of noninterest-bearing funds on NIM

0.56 

0.67 

NII/NIM (FTE)

$

6,056 

3.13 

%

$

5,398 

3.00 

%

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-deferrable and amortized fees.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

56 Huntington Bancshares Incorporated

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Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued)

Year Ended December 31,

2024

2023

Average

Interest Income/ Expense

Yield/

Average

Interest Income/ Expense

Yield/

Change in Average Balances

(dollar amounts in millions)

Balances

(FTE) (1)

Rate (1)(2)

Balances

(FTE) (1)

Rate (1)(2)

Amount

Percent

Assets:

Interest-earning deposits with banks

$

11,113 

$

598 

5.38 

%

$

9,309 

$

492 

5.30 

%

$

1,804 

19 

%

Securities:

Trading account securities

265 

13 

5.04 

77 

4 

5.14 

188 

244 

Available-for-sale securities:

Taxable

24,232 

1,251 

5.16 

20,539 

1,016 

4.95 

3,693 

18 

Tax-exempt

2,779 

141 

5.08 

2,720 

132 

4.84 

59 

2 

Total available-for-sale securities

27,011 

1,392 

5.15 

23,259 

1,148 

4.93 

3,752 

16 

Held-to-maturity securities—taxable

15,478 

385 

2.49 

16,507 

401 

2.43 

(1,029)

(6)

Other securities

789 

42 

5.33 

933 

53 

5.70 

(144)

(15)

Total securities

43,543 

1,832 

4.21 

40,776 

1,606 

3.94 

2,767 

7 

Loans held for sale

597 

40 

6.63 

554 

35 

6.34 

43 

8 

Loans and leases (3):

Commercial:

Commercial and industrial

52,426 

3,321 

6.33 

49,640 

2,991 

6.03 

2,786 

6 

Commercial real estate

11,935 

907 

7.60 

13,140 

972 

7.40 

(1,205)

(9)

Lease financing

5,190 

336 

6.47 

5,128 

289 

5.63 

62 

1 

Total commercial

69,551 

4,564 

6.56 

67,908 

4,252 

6.26 

1,643 

2 

Consumer:

Residential mortgage

23,956 

943 

3.94 

22,990 

825 

3.59 

966 

4 

Automobile

13,372 

726 

5.43 

12,881 

561 

4.36 

491 

4 

Home equity

10,088 

780 

7.73 

10,156 

760 

7.48 

(68)

(1)

RV and marine

5,979 

310 

5.19 

5,650 

271 

4.79 

329 

6 

Other consumer

1,557 

181 

11.61 

1,362 

156 

11.53 

195 

14 

Total consumer

54,952 

2,940 

5.35 

53,039 

2,573 

4.85 

1,913 

4 

Total loans and leases

124,503 

7,504 

6.03 

120,947 

6,825 

5.64 

3,556 

3 

Total earning assets

179,756 

9,974 

5.55 

171,586 

8,958 

5.22 

8,170 

5 

Cash and due from banks

1,397 

1,576 

(179)

(11)

Goodwill and other intangible assets

5,680 

5,731 

(51)

(1)

All other assets

9,427 

8,663 

764 

9 

Total assets

$

196,260 

$

187,556 

$

8,704 

5 

%

Liabilities and shareholders’ equity:

Interest-bearing deposits:

Demand deposits—interest-bearing

$

40,401 

$

858 

2.12 

%

$

39,901 

$

703 

1.76 

%

$

500 

1 

%

Money market deposits

54,702 

1,994 

3.64 

44,958 

1,365 

3.04 

9,744 

22 

Savings deposits

15,141 

15 

0.10 

17,502 

3 

0.02 

(2,361)

(13)

Time deposits

15,343 

705 

4.60 

11,042 

426 

3.86 

4,301 

39 

Total interest-bearing deposits

125,587 

3,572 

2.84 

113,403 

2,497 

2.20 

12,184 

11 

Short-term borrowings

1,147 

69 

5.99 

3,081 

179 

5.81 

(1,934)

(63)

Long-term debt

15,224 

935 

6.14 

13,324 

801 

6.01 

1,900 

14 

Total interest-bearing liabilities

141,958 

4,576 

3.22 

129,808 

3,477 

2.68 

12,150 

9 

Demand deposits—noninterest-bearing

29,479 

33,985 

(4,506)

(13)

All other liabilities

5,123 

5,080 

43 

1 

Total liabilities

176,560 

168,873 

7,687 

5 

Total Huntington shareholders’ equity

19,651 

18,634 

1,017 

5 

Non-controlling interest

49 

49 

— 

— 

Total equity

19,700 

18,683 

1,017 

5 

Total liabilities and equity

$

196,260 

$

187,556 

$

8,704 

5 

%

Net interest rate spread

2.33 

2.54 

Impact of noninterest-bearing funds on NIM

0.67 

0.65 

NII/NIM (FTE)

$

5,398 

3.00 

%

$

5,481 

3.19 

%

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-deferrable and amortized fees.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

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The following table shows changes in fully-taxable equivalent interest income, interest expense, and net interest income due to volume and rate variances for major categories of earning assets and interest-bearing liabilities.

Table 3 - Change in Net Interest Income Due to Changes in Average Volume and Interest Rates (1)

2025

2024

(dollar amounts in millions)

Increase (Decrease) From

Previous Year Due To

Increase (Decrease) From

Previous Year Due To

FTE basis (2)

Volume

Yield/Rate

Total

Volume

Yield/Rate

Total

Loans and leases

$

725 

$

(107)

$

618 

$

205 

$

474 

$

679 

Investment securities

20 

(179)

(159)

105 

112 

217 

Other earning assets

64 

(122)

(58)

110 

10 

120 

Total interest income from earning assets

809 

(408)

401 

420 

596 

1,016 

Deposits

288 

(578)

(290)

289 

786 

1,075 

Short-term borrowings

4 

(23)

(19)

(116)

6 

(110)

Long-term debt

125 

(73)

52 

116 

18 

134 

Total interest expense of interest-bearing liabilities

417 

(674)

(257)

289 

810 

1,099 

Net interest income

$

392 

$

266 

$

658 

$

131 

$

(214)

$

(83)

(1)The change in interest income or expense due to both rate and volume has been allocated between the factors in proportion to the relationship of the absolute dollar amounts of the change in each.

(2)Calculated assuming a 21% tax rate.

Net Interest Income

Net interest income for 2025 was $6.0 billion, an increase of $646 million, or 12%, from 2024. FTE net interest income, a non-GAAP financial measure, increased $658 million, or 12%, from 2024. The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The NIM increase was primarily due to a decrease in cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity. The increases in average earning assets and interest-bearing liabilities included the impact of earning assets and interest-bearing liabilities acquired in connection with the Veritex transaction.

Average Balance Sheet

Average assets for 2025 were $210.8 billion, an increase of $14.5 billion, or 7%, from 2024. Average assets were impacted by the $12.0 billion of total assets acquired in connection with the Veritex transaction effective October 20, 2025. The increase in average assets was primarily due to increases in average loans and leases of $12.2 billion, or 10%, interest-earning deposits with banks of $876 million, or 8%, and total securities of $686 million, or 2%. The increase in average loans and leases, inclusive of acquired Veritex loans and leases, included growth in average commercial loans and leases of $9.1 billion, or 13%, and in average consumer loans of $3.1 billion, or 6%.

Average liabilities for 2025 were $159.8 billion, an increase of $12.7 billion, or 9%, from 2024. Average liability increases were also impacted by the Veritex acquisition. The increase in average liabilities was primarily due to an increase in average deposits of $12.9 billion, or 9%, driven by an increase in average interest-bearing deposits of $10.7 billion, or 9%, and an increase in average total debt of $2.2 billion, or 13%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and interest-bearing demand deposits, partially offset by a decrease in average time deposits.

Average shareholders’ equity for 2025 was $21.5 billion, an increase of $1.8 billion, or 9%, from 2024, primarily due to earnings, net of dividends, the benefit from a decrease in average accumulated other comprehensive loss, and the impact of common stock issued in connection with the Veritex acquisition.

58 Huntington Bancshares Incorporated

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Provision for Credit Losses

(This section should be read in conjunction with the “Credit Risk” section.)

The provision for credit losses is the expense necessary to maintain the ACL at levels appropriate to absorb our estimate of credit losses expected over the life of the loan and lease portfolio, securities portfolio, and unfunded lending commitments.

The provision for credit losses in 2025 was $463 million, an increase of $43 million, or 10%, from 2024. The increase in the provision for credit losses over the prior year was driven primarily by current year loan and lease growth, partially offset by a modest reduction in overall ACL coverage ratios in 2025.

The following table presents components of the provision for credit losses.

Table 4 - Provision for Credit Losses

Year Ended December 31,

(dollar amounts in millions)

2025

2024

2023

Provision for loan and lease losses

$

466 

$

361 

$

407 

Provision (benefit) for unfunded lending commitments

— 

57 

(5)

Provision (benefit) for securities

(3)

2 

— 

Total provision for credit losses

$

463 

$

420 

$

402 

Noninterest Income

The following table reflects noninterest income for each of the periods presented. 

Table 5 - Noninterest Income

Year Ended December 31,

Change from 2024

Change from 2023

(dollar amounts in millions)

2025

Amount

Percent

2024

Amount

Percent

2023

Payments and cash management revenue

$

664 

$

44 

7 

%

$

620 

$

35 

6 

%

$

585 

Wealth and asset management revenue

409 

45 

12 

364 

36 

11 

328 

Customer deposit and loan fees

390 

56 

17 

334 

22 

7 

312 

Capital markets and advisory fees

346 

19 

6 

327 

79 

32 

248 

Mortgage banking income

141 

11 

8 

130 

21 

19 

109 

Insurance income

81 

4 

5 

77 

3 

4 

74 

Leasing revenue

66 

(13)

(16)

79 

(33)

(29)

112 

Net gains (losses) on sales of securities

(58)

(37)

 NM

(21)

(14)

NM

(7)

Other noninterest income

136 

6 

5 

130 

(30)

(19)

160 

Total noninterest income

$

2,175 

$

135 

7 

%

$

2,040 

$

119 

6 

%

$

1,921 

Noninterest income was $2.2 billion, an increase of $135 million, or 7%, from the prior year. Customer deposit and loan fees increased $56 million, or 17%, primarily reflecting higher loan commitment fees. Wealth and asset management revenue increased $45 million, or 12%, reflecting higher trust and investment management account income. Payments and cash management revenue increased $44 million, or 7%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue. Capital markets and advisory fees increased $19 million, or 6%, primarily due to higher syndication fees and commercial loan production related activities, partially offset by lower advisory fees. Mortgage banking income increased $11 million, or 8%, largely reflecting an increase in saleable spreads. Other noninterest income increased $6 million, or 5%, primarily due to a $24 million gain in 2025 on the sale of a portion of our trust and custody business, partially offset by a decrease in revenue from tax credit syndications. Partially offsetting these increases, net gains (losses) on sales of securities included a net loss of $58 million in 2025, compared to $21 million in 2024, as a result of corporate debt securities repositioning completed in each respective period, and leasing revenue decreased $13 million, or 16%, driven by lower operating lease income.

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Noninterest Expense

The following table reflects noninterest expense for each of the periods presented.

Table 6 - Noninterest Expense

Year Ended December 31,

Change from 2024

Change from 2023

(dollar amounts in millions)

2025

Amount

Percent

2024

Amount

Percent

2023

Personnel costs

$

2,995 

$

294 

11 

%

$

2,701 

$

172 

7 

%

$

2,529 

Outside data processing and other services

772 

107 

16 

665 

60 

10 

605 

Equipment

268 

1 

—

267 

4 

2 

263 

Net occupancy

232 

11 

5 

221 

(25)

(10)

246 

Professional services

155 

56 

57 

99 

— 

— 

99 

Marketing

127 

11 

9 

116 

1 

1 

115 

Deposit and other insurance expense

65 

(49)

(43)

114 

(188)

(62)

302 

Amortization of intangibles

46 

(1)

(2)

47 

(3)

(6)

50 

Lease financing equipment depreciation

13 

(2)

(13)

15 

(12)

(44)

27 

Other noninterest expense

342 

25 

8 

317 

(21)

(6)

338 

Total noninterest expense

$

5,015 

$

453 

10 

%

$

4,562 

$

(12)

— 

%

$

4,574 

Number of employees (average full-time equivalent)

20,424 

492 

2 

%

19,932 

(23)

— 

%

19,955 

Noninterest expense was $5.0 billion, an increase of $453 million, or 10%, from the prior year. Noninterest expense for 2025 included $168 million of acquisition-related expenses, as detailed in the following table. There were no acquisition-related expenses in the years ended December 31, 2024 or 2023.

Table 7 - Impact of Acquisition-related Expenses

Year Ended December 31,

(dollar amounts in millions)

2025

Personnel costs

$

50 

Outside data processing and other services

32 

Equipment

3 

Professional services

66 

Marketing

3 

Deposit and other insurance expense

1 

Other noninterest expense

13 

Total impact of acquisition-related expenses

$

168 

Excluding acquisition-related expenses, noninterest expense increased $285 million, or 6%, from the prior year. Personnel costs increased $244 million, or 9%, primarily due to increases in incentive compensation and salary expense, in addition to the impact from adding Veritex employees. Outside data processing increased $75 million, or 11%, primarily due to higher technology and data expense. Partially offsetting these increases, deposit and other insurance expense decreased $50 million, or 44%, driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

Provision for Income Taxes

(This section should be read in conjunction with Note 1 - “Significant Accounting Policies” and Note 18 - “Income Taxes” of the Notes to Consolidated Financial Statements.)

The provision for income taxes was $459 million for 2025, compared with $443 million in 2024. The effective tax rates for 2025 and 2024 were 17.1% and 18.4%, respectively. Both years included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects. The decrease in the effective tax rate in 2025, compared to 2024, related primarily to increased benefits from general business credits and the benefits of capital losses recognized in 2025.

The net federal deferred tax asset was $856 million, and the net state deferred tax asset was $92 million at December 31, 2025.

60 Huntington Bancshares Incorporated

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RISK MANAGEMENT

Risk Management Structure

Our risk management program is structured using three lines of defense, each of which is independent of the others:

•First-line consists of business segments engaged in activities designed to generate revenue or reduce expenses, provide operational support or technology services, or deliver products or services to customers.

•Second-line is Corporate Risk Management.

•Third-line consists of Internal Audit and Credit Review.

Segment Risk Officers are embedded in the first-line and report directly to business unit senior management and indirectly to the Chief Risk Officer. They identify and monitor risk, elevate and remediate issues, establish controls, perform testing, and oversee the self-assessment process. Second-line Corporate Risk Management oversees first-line risk-taking activity, establishes policies, sets operating limits, reviews new or modified products and processes, and is responsible for producing an independent assessment of the Company’s risk position relative to the Board’s risk appetite. Third-line Internal Audit and Credit Review provides additional assurance that risk-related functions are operating as intended.

Risk Governance and Risk Appetite

Our Risk Governance Framework and Risk Appetite Statement are foundational to the risk management program. The Risk Governance Framework defines the three lines of defense structure, roles, responsibilities, and requirements. The Risk Appetite Statement is approved by our Board and defines the level and types of risks we are willing to assume to achieve our corporate objectives through defined risk limits for the seven key risk categories to which we are exposed:

•Credit risk, which is risk of loss due to loan and lease customers or other counterparties not being able to meet their financial obligations under agreed-upon terms.

•Market risk, which includes interest rate and price risk. Interest rate risk is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk. Price risk results from changes in the value of either trading portfolios or other obligations that are entered into as part of distributing risk, primarily associated with market making, dealing, and position taking in interest rate, foreign exchange, equity, commodities, and credit markets.

•Liquidity risk, which is the risk that financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet obligations when they come due, and includes the inability to access funding sources, manage fluctuations in funding levels, or failure to recognize or address changes in market conditions that affect the Company’s ability to liquidate assets quickly and with minimal loss in value.

•Operational risk, which is the risk of loss and resilience arising from inadequate or failed internal processes, systems, models, data, human error or misconduct, or adverse external events. Operational losses can result from internal fraud, external fraud, inadequate or inappropriate employment practices and workplace safety, failure to meet obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management.

•Compliance risk, which is risk arising from violations of laws, rules or regulations, or from non-conformance with laws, regulations, prescribed practices, internal policies and procedures, or ethical standards, and can expose the Company to fines, civil money penalties, payment of damages, and voiding of contracts.

•Strategic risk, which is risk arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment, and is a function of the Company’s strategic goals, business strategies, resources, and quality of implementation.

•Reputation risk, which is risk arising from negative public opinion that may impair the Company’s competitiveness by affecting its ability to establish new relationships or services or continue servicing existing relationships.

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The Board has defined our risk appetite as aggregate moderate-to-low on a through-the-cycle basis. While we engage in a limited amount of higher risk activity consistent with our strategic objectives, we ensure those positions are offset by lower risk positions. Our second-line Corporate Risk Management maintains and enforces risk limits established in our Risk Appetite Statement for each of our seven risk pillars, which helps ensure we achieve our aggregate moderate-to-low risk appetite objective.

We have a robust risk assessment process which includes qualitative and quantitative components that assess our inherent risk, control environment, and residual risk, and enables us to report to the Board if we are operating within the risk appetite. The process includes individual assessments from first-line business segments and independent second-line assessments for each risk pillar. These are combined to produce an overall Enterprise Risk Assessment that includes, among other things, top and emerging risks and a determination of whether the Company is operating within its risk appetite.

We have a broad range of controls that are factored into our assessments, including key controls, such as segregation of duties and access management, that are tested regularly. We also have robust authorization and reconciliation procedures, as well as staff education and a disciplined risk assessment process.

Board Oversight

While the Board has three committees that primarily oversee implementation of the risk governance framework and risk appetite, the Risk Oversight Committee, Audit Committee, and Technology Committee, the full Board is engaged in discussing risks and monitoring our risk profile. All committees report their deliberations and actions at each full Board meeting. In addition, all scheduled committee meetings are open to all members of the Board, and committees regularly meet in joint sessions to discuss issues that are broadly applicable. Our Board has unfettered access to senior executive officers, and the Board and committees regularly meet in executive session without management present.

•Our Risk Oversight Committee oversees implementation of the Risk Governance Framework and adherence to the Risk Appetite Statement, which takes the form of approving policies, frameworks, receiving regular reports, and engaging in discussion with Executive Management on topics for each of our risk pillars: credit, liquidity, market, operational, compliance, strategic, and reputation risk. The ROC also oversees capital management and ensures the amount and quality of capital are adequate in relation to expected and unexpected losses. ROC oversees the administration, effectiveness, and independence of our Credit Review function, and the Credit Review Director reports directly to the ROC. Our Chief Risk Officer reports to both the ROC and CEO.

•Our Audit Committee oversees integrity of our consolidated financial statements, including policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting. The Audit Committee oversees the Internal Audit department and the independent registered public accounting firm’s qualifications and independence; compliance with our Financial Code of Ethics for the CEO and senior financial officers; compliance with corporate securities trading policies; compliance with legal and regulatory requirements; and financial risk exposures in coordination with the ROC. Our Chief Auditor reports directly to the Audit Committee.

•Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s ability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity. It provides oversight of technology investments and plans to drive efficiency as well as to meet defined standards for risk, information security, and redundancy; oversees allocation of technology costs and ensures that they are understood by the Board; evaluates innovation and technology trends that may affect our strategic plans, including monitoring of overall industry trends; and reviews and provides oversight of our continuity and disaster recovery planning and preparedness.

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Overlapping or common topics are overseen by more than one committee. On a regular basis, the ROC and Audit Committee meet in joint session to cover matters relevant to both committees’ responsibilities, including reviews of annual and quarterly filings, the methodology and level of the ACL, conduct risk, and others. These committees routinely hold executive sessions with our key officers engaged in both accounting and risk management. In addition, the ROC, Audit Committee, and Technology Committee oversee the effectiveness of management’s efforts to address risk issues in a timely, comprehensive, and sustainable manner, and regularly meet in a joint session to discuss. All directors have access to information provided to each committee and all scheduled meetings are open to all directors.

Further, through our Human Resources and Compensation Committee, our Board seeks to ensure its overall compensation programs are balanced and align the interests of management, creditors, and shareholders. We utilize a variety of compensation-related tools to induce appropriate behavior, including common stock ownership thresholds for the CEO and certain members of senior management, equity deferrals, recoupment provisions, and the right to terminate compensation plans at any time. The Chief Risk Officer has significant input into the design and outcome of incentive compensation plans.

Our Risk Governance structure also includes executive level committees to manage and oversee risk, which include Asset & Liability Management, Risk Management (inclusive of credit risk and strategy), Capital Management, Allowance, Incentive Compensation, Sarbanes-Oxley, and Disclosure Review. These committees are strategic in nature and are supported by subcommittees that are tactical. We believe this structure helps ensure appropriate escalation of issues, overall communication of strategies, and adherence to the Board’s risk appetite.

A comprehensive discussion of risk management and capital matters affecting us can be found in the Risk Factors section included in Item 1A: Risk Factors and the “Regulatory Matters” section of Item 1: Business of this Form 10-K.

Some of the more significant processes used to manage and control credit, market, liquidity, operational, and compliance risks are described in the following sections.

Credit Risk

Credit risk is the risk of financial loss if a counterparty is not able to meet the agreed upon terms of the financial obligation. The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We also have credit risk associated with our investment securities portfolios (see Note 4 - "Investment Securities and Other Securities" of the Notes to Consolidated Financial Statements). We engage with other financial counterparties for a variety of purposes including investing, asset and liability management, mortgage banking, and trading activities. A variety of derivative financial instruments, principally interest rate swaps, swaptions, floors, forward contracts, and forward starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements. We also use derivatives, principally loan sale commitments, in hedging our mortgage loan interest rate lock commitments and mortgage loans held for sale. Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that we will incur a loss because the counterparty fails to meet its contractual obligations. Notional values of interest rate swaps and other off-balance sheet financial instruments significantly exceed the credit risk associated with these instruments and represent contractual balances on which calculations of amounts to be exchanged are based. Credit exposure is limited to the sum of the aggregate fair value of positions that have become favorable to us, including any accrued interest receivable due from counterparties. Potential credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contract provisions.

We focus on the early identification, monitoring, and management of all aspects of our credit risk. In addition to the traditional credit risk mitigation strategies of credit policies and processes, market risk management activities, and portfolio diversification, we use quantitative measurement capabilities utilizing external data sources, enhanced modeling technology, and internal stress testing processes. Our disciplined portfolio management processes are central to our commitment to maintaining an aggregate moderate-to-low risk appetite. In our efforts to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers.

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The maximum level of credit exposure to individual credit borrowers is limited by policy guidelines based on the perceived risk of each borrower or related group of borrowers. Authority to grant commitments sits with the independent credit administration function, with limited exceptions, and is closely monitored and regularly updated. Concentration risk is managed through limits on loan type, industry, and loan quality factors. We focus predominantly on extending credit to consumer and commercial customers with existing or expandable relationships within our primary banking markets, although we will consider lending opportunities outside our primary markets if we believe the associated risks are acceptable and aligned with strategic initiatives. Although we offer a broad set of products, we continue to develop new lending products and opportunities. Each of these new products and opportunities goes through a rigorous development and approval process prior to implementation to ensure our overall objective of maintaining an aggregate moderate-to-low risk portfolio profile.

The checks and balances in the credit process and the separation of the credit administration and risk management functions are designed to appropriately assess and sanction the level of credit risk being accepted, facilitate the early recognition of credit problems when they occur, and provide for effective problem asset management and resolution. For example, we do not extend additional credit to delinquent borrowers except in certain circumstances that substantially improve our overall repayment or collateral coverage position.

Loan and Lease Credit Exposure Mix

At December 31, 2025, our loans and leases totaled $149.6 billion, representing a $19.6 billion, or 15%, increase compared to $130.0 billion at December 31, 2024. The increase was driven by a combination of organic growth and the Veritex acquisition. As of the acquisition date, acquired loans totaled $9.3 billion, including $4.2 billion of commercial real estate loans, $4.0 billion of commercial and industrial loans, and $1.1 billion of residential mortgage loans.

The table below provides the composition of our total loan and lease portfolio. 

Table 8 - Loan and Lease Portfolio Composition

At December 31,

(dollar amounts in millions)

2025

2024

Commercial:

Commercial and industrial

$

69,442 

46 

%

$

56,809 

43 

%

Commercial real estate

15,209 

10 

11,078 

9 

Lease financing

5,727 

4 

5,454 

4 

Total commercial

90,378 

60 

73,341 

56 

Consumer:

Residential mortgage

24,777 

17 

24,242 

19 

Automobile

16,168 

11 

14,564 

11 

Home equity

10,395 

7 

10,142 

8 

RV and marine

5,682 

4 

5,982 

5 

Other consumer

2,242 

1 

1,771 

1 

Total consumer

59,264 

40 

56,701 

44 

Total loans and leases

$

149,642 

100 

%

$

130,042 

100 

%

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The following table reflects the composition and maturities of the loan and lease portfolio and the interest rate sensitivity of loans and leases due after one year.

Table 9 - Maturity Schedule of Loans and Leases and Interest Rate Sensitivity

Loans and Leases Due After 1 Year

Contractual Maturity Range

(dollar amounts in millions)

Fixed Rate

Floating or Adjustable Rate

One Year

or Less

One to

Five Years

Five to

Fifteen Years

After

Fifteen Years

Total

At December 31, 2025

Commercial:

Commercial and industrial

$

10,479 

$

45,949 

$

16,254 

$

41,249 

$

10,209 

$

1,730 

$

69,442 

Commercial real estate

1,310 

11,098 

5,600 

8,368 

972 

269 

15,209 

Lease financing

4,982 

412 

333 

3,462 

1,113 

819 

5,727 

Total commercial

16,771 

57,459 

22,187 

53,079 

12,294 

2,818 

90,378 

Consumer:

Residential mortgage

9,925 

15,770 

61 

148 

1,359 

23,209 

24,777 

Automobile

16,005 

— 

166 

8,853 

7,149 

— 

16,168 

Home equity

2,490 

7,798 

154 

186 

1,937 

8,118 

10,395 

RV and marine

5,680 

— 

3 

247 

3,070 

2,362 

5,682 

Other consumer

978 

795 

470 

1,383 

229 

160 

2,242 

Total consumer

35,078 

24,363 

854 

10,817 

13,744 

33,849 

59,264 

Total loans and leases

$

51,849 

$

81,822 

$

23,041 

$

63,896 

$

26,038 

$

36,667 

$

149,642 

Percent of total

15 

%

43 

%

17 

%

25 

%

100 

%

Total commercial loans and leases were $90.4 billion at December 31, 2025 and represented 60% of our total loan and lease credit exposure at that date. Our commercial loan portfolio is diversified by product type, customer size, and geography, and is comprised of the following (see Commercial Credit discussion):

C&I – C&I loans are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects, and to institutional sponsors supporting REITs. We focus on borrowers doing business within our geographic markets. C&I loans are generally underwritten individually and secured with the assets of the company and/or the personal guarantee of the business owners. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The operation, sale, rental, or refinancing of the real estate is not considered the primary repayment source for these types of loans. As we have expanded our C&I portfolio, we have developed a series of “vertical specialties” to ensure that new products or lending types are embedded within a structured, centralized Commercial Lending area with designated, experienced credit officers. These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which require a high degree of expertise and oversight to effectively mitigate and monitor risk. As such, we have dedicated colleagues and teams focused on bringing value-added expertise to these specialty customers.

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CRE – The CRE portfolio includes both CRE commercial and CRE construction loans. CRE commercial loans are loans to developers. We mitigate our risk on these loans by requiring collateral values that exceed the loan amount and underwriting the loan with projected cash flow in excess of the debt service requirement. These loans are made to finance properties such as apartment buildings, office and industrial buildings, and retail shopping centers, and are repaid through cash flows related to the operation, sale, or refinance of the property. Appropriate appraisals are obtained at origination and updated on an as needed basis in compliance with regulatory requirements and our credit policies. CRE construction loans are loans to developers, companies, or individuals used for the construction of a commercial or residential property for which repayment will be generated by the sale or permanent financing of the property. Our CRE construction portfolio primarily consists of multi-family, retail, and warehouse property types. Generally, these loans are for construction projects that have been pre-sold or pre-leased, or have secured permanent financing, as well as loans to real estate companies with significant equity invested in each project. These loans are managed by a specialized real estate lending group that actively monitors the construction phase and manages the loan disbursements according to the predetermined construction schedule.

Lease Financing – Lease financing products are designed to address the diverse financing needs of small to large companies primarily for the acquisition of equipment. Our lease financing portfolio will utilize a variety of origination partners and third-party sources including equipment manufacturers, dealers, or vendors set up under program structures to generate transactions from a nationwide footprint. High level business lines comprise of industrial finance, specialty finance, healthcare finance, technology finance, and specialized transportation, franchise, and government.

Total consumer loans were $59.3 billion at December 31, 2025 and represented 40% of our total loan and lease credit exposure at that date. The consumer portfolio is comprised primarily of residential mortgages, automobile loans, home equity loans and lines-of-credit, and RV and marine finance (see Consumer Credit discussion).

Residential mortgage – Residential mortgage loans represent loans to consumers for the purchase or refinance of a residence. These loans, comprised of both fixed- and adjustable-rate mortgages, are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence. Applications are underwritten centrally using consistent credit policies and processes. All residential mortgage loan decisions utilize a full appraisal for collateral valuation. Huntington has not originated or acquired residential mortgages that allow negative amortization or allow the borrower multiple payment options. The underwriting for adjustable-rate residential mortgages also incorporates a stress analysis for rising interest rates.

Automobile – Automobile loans are comprised primarily of indirect loans made through automotive dealerships and include exposure in selected states outside of our primary banking markets. The exposure outside of our core footprint states represents 23% of the total exposure, with no individual state representing more than 5% of the total exposure. Applications are underwritten using an automated underwriting system that applies consistent policies and processes across the portfolio.

Home equity – Home equity lending includes both home equity loans and lines-of-credit. This type of lending, which is secured by a first-lien or junior-lien on the borrower’s residence, allows customers to borrow against the equity in their home or refinance existing mortgage debt. Products include closed-end loans which are generally fixed-rate with principal and interest payments, and variable-rate, interest-only lines-of-credit which do not require payment of principal during the 10-year revolving period. The home equity line of credit converts to a 20-year amortizing structure at the end of the revolving period. Applications are underwritten centrally in conjunction with an automated underwriting system. The home equity underwriting criteria is based on minimum credit scores, debt-to-income ratios, and LTV ratios, with current collateral valuations. The underwriting for the floating rate lines of credit also incorporates a stress analysis for rising interest rates.

RV and marine – RV and marine includes loans provided to consumers primarily for the purpose of financing recreational vehicles and boats. Loans are originated on an indirect basis through a series of dealerships across 35 states. The loans are underwritten centrally using an application and decisioning system similar to automobile loans. The current portfolio includes 53% of the balances within our core footprint states.

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Other consumer – Other consumer loans primarily consist of consumer loans not included above, including credit cards, personal unsecured loans, and overdraft balances. We originate these products within our established set of credit policies and guidelines.

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. As of December 31, 2025, there are no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC and is used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk appetite. Changes to existing concentration limits and incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics require the approval of the ROC prior to implementation.

The table below provides our total loan and lease portfolio segregated by industry type. The changes in the industry composition from December 31, 2024 are consistent with the portfolio growth metrics.

Table 10 - Loan and Lease Portfolio by Industry Type

At December 31,

(dollar amounts in millions)

2025

2024

Commercial loans and leases:

Real estate and rental and leasing

$

20,237 

14 

%

$

15,242 

12 

%

Retail trade (1)

12,181 

8 

11,864 

9 

Finance and insurance

10,489 

7 

6,589 

5 

Manufacturing

8,265 

6 

7,261 

6 

Health care and social assistance

5,920 

4 

5,295 

4 

Wholesale trade

5,842 

4 

4,904 

4 

Accommodation and food services

4,228 

3 

3,226 

2 

Other services

3,617 

2 

1,962 

2 

Transportation and warehousing

3,288 

2 

3,324 

3 

Utilities

3,156 

2 

2,406 

2 

Construction

2,369 

2 

1,890 

1 

Professional, scientific, and technical services

2,296 

2 

2,053 

2 

Information

1,937 

1 

1,647 

1 

Arts, entertainment, and recreation

1,923 

1 

1,646 

1 

Admin./support/waste mgmt. and remediation services

1,844 

1 

1,681 

1 

Public administration

816 

1 

705 

1 

Educational services

738 

— 

539 

— 

Agriculture, forestry, fishing, and hunting

410 

— 

478 

— 

Management of companies and enterprises

243 

— 

251 

— 

Mining, quarrying, and oil and gas extraction

147 

— 

237 

— 

Unclassified/Other

432 

— 

141 

— 

Total commercial loans and leases by industry category

90,378 

60 

73,341 

56 

Residential mortgage

24,777 

17 

24,242 

19 

Automobile

16,168 

11 

14,564 

11 

Home equity

10,395 

7 

10,142 

8 

RV and marine

5,682 

4 

5,982 

5 

Other consumer loans

2,242 

1 

1,771 

1 

Total loans and leases

$

149,642 

100 

%

$

130,042 

100 

%

(1)    Amounts include $4.3 billion and $4.2 billion of auto dealer services loans at December 31, 2025 and December 31, 2024, respectively.

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Commercial Credit

The primary factors considered in commercial credit approvals are the financial strength of the borrower, assessment of the borrower’s management capabilities, cash flows from operations, industry sector trends, type and sufficiency of collateral, type of exposure, transaction structure, and the general economic outlook. While these are the primary factors considered, there are a number of other factors that may be considered in the decision process. We require the signature approval of both the appropriate line of business leaders and independent credit executives. The risk rating, credit exposure amount, and complexity of the credit determines the threshold for approval. Credit officers who understand each local region and are experienced in the industries and loan structures of the requested credit exposure are involved in all loan decisions and have the primary credit authority, with the exception of small business loans. For small business loans, we utilize a centralized loan approval process for standard products and structures. In this centralized decision environment, certain individuals who understand each local region may make credit-extension decisions to preserve our commitment to the communities in which we operate. In addition to disciplined and consistent judgmental factors, a sophisticated credit scoring process is used as a primary evaluation tool in the determination of approving a loan.

In commercial lending, on-going credit management is dependent on the type and nature of the loan. We monitor all significant exposures. All commercial credit extensions are assigned internal risk ratings reflecting the borrower’s PD and LGD. This two-dimensional rating methodology provides granularity in the portfolio management process. The PD is rated and applied at the borrower level. The LGD is rated and applied based on the specific type of credit extension and the quality and lien position associated with the underlying collateral. The internal risk ratings are assessed at origination and updated at each periodic monitoring event. There is also extensive macro-portfolio management analysis. We review and adjust our risk-rating criteria based on actual experience, which provides us with the current risk level in the portfolio. A centralized portfolio management function monitors and reports on the performance of the entire commercial portfolio, including small business loans, to provide consistent oversight.

In addition to the initial credit analysis conducted during the approval process, our credit review group performs testing to provide an independent review and assessment of the quality and risk of new loan originations. This group is part of our Risk Management area and conducts portfolio reviews on a risk-based cycle to evaluate individual loans, validate risk ratings, and test the consistency of credit processes.

Our standardized loan grading system considers many components that directly correlate to loan quality and likelihood of repayment, one of which is guarantor support. On an at least annual basis, we consider, among other things, the guarantor’s reputation and creditworthiness, where available, along with various key financial metrics such as liquidity and net worth. Our assessment of the guarantor’s credit strength, or lack thereof, is reflected in our risk ratings for such loans, which is directly tied to, and an integral component of, our ACL methodology. When a loan goes to impaired status, viable guarantor support is considered in the determination of a credit loss.

If our assessment of the guarantor’s credit strength yields an inherent capacity to perform, we will seek repayment from the guarantor as part of the collection process and have done so successfully.

Substantially all loans categorized as Classified (See Note 5 - “Loans and Leases” of the Notes to Consolidated Financial Statements) are managed by FRG. FRG is a specialized group of credit professionals that handle the day-to-day management of workouts, commercial recoveries, and problem loan sales. Its responsibilities include developing and implementing action plans, assessing risk ratings, and determining the appropriateness of the allowance, the accrual status, and the ultimate collectability of the Classified loan portfolio.

C&I PORTFOLIO

We manage the risks inherent in the C&I portfolio through origination policies, a defined loan concentration policy with established limits, on-going loan-level and portfolio-level reviews, recourse requirements, and continuous portfolio risk management activities. Our origination policies for the C&I portfolio include loan product-type specific policies such as LTV and debt service coverage ratios, as applicable.

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The C&I portfolio continues to have solid origination activity while we maintain a focus on high quality originations. We continue to maintain a proactive approach to identifying borrowers that may be facing financial difficulty in order to maximize the potential credit outcomes. Subsequent to the origination of the loan, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations.

CRE PORTFOLIO

We manage the risks inherent in this portfolio specific to CRE lending, focusing on the quality of the developer and the specifics associated with each project. Generally, we: (1) limit our loans to 80% of the appraised value of the commercial real estate at origination, (2) require net operating cash flows to be 120% of required interest and principal payments, and (3) if the commercial real estate is non-owner occupied, require that pre-leasing generates break-even interest-only debt service. We actively monitor property-type concentrations and both geographic and property-type performance metrics of all CRE loan types, with a focus on loans identified as higher risk based on the risk rating methodology. Both macro-level and loan-level stress-test scenarios based on existing and forecast market conditions are part of the on-going portfolio management process for the CRE portfolio.

Dedicated real estate professionals originate and manage the portfolio. The portfolio is diversified by property-type and loan size, and this diversification represents a significant portion of the credit risk management strategies employed for this portfolio. Subsequent to the origination of the loan, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations.

The following tables present our commercial real estate portfolio by property type and geographic location.

Table 12 - Commercial Real Estate Portfolio by Property Type

At December 31, 2025

At December 31, 2024

(dollar amounts in millions)

Amount by Property Type

% of Total Loans and Leases

Amount by Property Type

% of Total Loans and Leases

Multi-family

$

4,822 

3 

%

$

4,426 

3 

%

Warehouse/Industrial

3,054 

2 

1,604 

2 

Retail

2,224 

1 

1,477 

1 

Office

1,804 

1 

1,559 

1 

Hotel

1,438 

1 

817 

1 

Other

1,867 

1 

1,195 

1 

Total commercial real estate loans and leases

$

15,209 

9 

%

$

11,078 

9 

%

Table 13 - Commercial Real Estate Portfolio by Geographic Location

At December 31, 2025

At December 31, 2024

(dollar amounts in millions)

Amount by Location (1)

% of Total CRE loans and leases

Amount by Location (1)

% of Total CRE loans and leases

Texas

$

4,090 

27 

%

$

476 

4 

%

Ohio

2,176 

14 

1,938 

17 

Michigan

1,872 

12 

2,148 

19 

Florida

830 

5 

1,064 

10 

Illinois

787 

5 

683 

6 

Colorado

555 

4 

362 

3 

Pennsylvania

499 

3 

426 

4 

Wisconsin

486 

3 

342 

3 

California

406 

3 

387 

3 

Indiana

360 

2 

297 

3 

Other

3,148 

22 

2,955 

28 

Total commercial real estate loans and leases

$

15,209 

100 

%

$

11,078 

100 

%

(1)Geographic location based on location of underlying collateral.

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Our CRE portfolio totaled $15.2 billion at December 31, 2025, an increase of $4.1 billion, or 37%, compared to December 31, 2024, driven by loans acquired as a result of the completion of the Veritex acquisition. The CRE portfolio had an associated allowance coverage of 3.7% and 4.3% at December 31, 2025 and December 31, 2024, respectively.

The office sector continues to be an area of uncertainty, and while the sector has begun to recover, the recovery is uneven by market and property type, and demand and property values continue to remain lower than normal. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.8 billion, or 1% of total loans and leases, as of December 31, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024. We have established ACL reserves of approximately 9% for our CRE office portfolio at both December 31, 2025 and December 31, 2024. At December 31, 2025, there was $14 million of outstanding balances in the office portfolio that were 30 or more days past due.

Appraisal values are obtained in conjunction with all originations and renewals, and on an as-needed basis, in compliance with regulatory requirements and to ensure appropriate decisions regarding the on-going management of the portfolio reflect the changing market conditions. Appraisals are obtained from approved vendors and are reviewed by an internal appraisal review group comprised of certified appraisers to ensure the quality of the valuation used in the underwriting process. We continue to perform on-going portfolio level reviews within the CRE portfolio. These reviews generate action plans based on occupancy levels or leasing revenues associated with the projects being reviewed. This highly individualized process requires working closely with all of our borrowers, as well as an in-depth knowledge of CRE project lending and the market environment.

LEASE FINANCING

We manage the risks inherent in the Lease Financing portfolio through external consumer and business credit scoring solutions, internally developed custom probability of default and loss given default models, continuous portfolio risk management activities, and equipment and customer diversification. Our origination policies are aligned by transaction size with increased use of the personal guarantee of principals and external credit scoring tools for smaller transactions and expanded financial analysis and reporting requirements for larger transactions. Our program focuses on high-quality manufacturer, distributor, vendor, or third party originations sources with in-depth partner diligence. The lease financing group may use manufacturer loss risk share programs that provide additional transaction support, but the origination strategy prioritizes strong customer financial condition.

High level business lines are comprised of Industrial Finance, Specialty Finance, Healthcare Finance, Technology Finance, and Specialized Transportation, Franchise, and Government with multiple segments under each main line. We also have specific equipment types or industries designated as low tolerance with additional front-end guidance and diligence requirements. Subsequent to the origination of the lease, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new lease originations.

Consumer Credit

Consumer credit approvals are based on, among other factors, the financial strength and payment history of the borrower, type of exposure, and transaction structure. Consumer credit decisions are generally made in a centralized environment utilizing decision models. Importantly, certain individuals who understand each local region have the authority to make credit extension decisions to preserve our focus on the local communities in which we operate. For all classes within the consumer loan portfolio, loans are assigned pool level PD factors based on the FICO range within which the borrower’s credit bureau score falls. The credit bureau score is widely accepted as the standard measure of consumer credit risk used by lenders, regulators, rating agencies, and consumers. The LGD is related to the type of collateral associated with the credit extension, which typically does not change over the course of the loan term. This allows Huntington to maintain a current view of the customer for credit risk management and ACL purposes.

In consumer lending, credit risk is managed from a segment (e.g., loan type, collateral position, geography, etc.) and vintage performance analysis. All portfolio segments are continuously monitored for changes in delinquency trends and other asset quality indicators. We make extensive use of portfolio assessment models to continuously monitor the quality of the portfolio, which may result in changes to future origination strategies. The credit review group conducts ongoing independent credit origination and process reviews to ensure the effectiveness and efficiency of the consumer credit processes.

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Collection actions by our customer assistance team are initiated as needed through a centrally managed collection and recovery function. We employ a series of collection methodologies designed to maintain a high level of effectiveness, while maximizing efficiency. In addition to the consumer loan portfolio, the customer assistance team is responsible for collection activity on all sold and securitized consumer loans and leases. Collection practices include a single contact point for the majority of the residential real estate secured portfolios.

RESIDENTIAL REAL ESTATE SECURED PORTFOLIOS

The properties securing our residential mortgage and home equity portfolios are primarily located within our geographic footprint. Huntington continues to support our local markets with consistent underwriting across all residential secured products. The residential secured portfolio originations continue to be of high quality. Our portfolio management strategies associated with our Home Savers group allow us to focus on effectively helping our customers with appropriate solutions for their specific circumstances.

Huntington underwrites all residential mortgage applications centrally, with a focus on higher quality borrowers. We do not originate residential mortgages that allow negative amortization or allow the borrower multiple payment options. Residential mortgages are originated based on a completed full appraisal during the credit underwriting process. We update values in compliance with applicable regulations to facilitate our portfolio management, as well as our workout and loss mitigation functions.

We are subject to repurchase risk associated with residential mortgage loans sold in the secondary market. An appropriate level of reserve for representations and warranties related to residential mortgage loans sold has been established to address this repurchase risk inherent in the portfolio.

AUTOMOBILE PORTFOLIO

Our strategy in the automobile portfolio continues to focus on high quality borrowers as measured by both FICO and internal custom scores, combined with appropriate LTVs, terms, and profitability. Our strategy and operational capabilities allow us to appropriately manage the origination quality across the entire portfolio, including our newer markets. Although increased origination volume and entering new markets can be associated with increased risk levels, we believe our disciplined strategy and operational processes significantly mitigate these risks.

We have continued to consistently execute our value proposition and take advantage of available market opportunities. Importantly, we have maintained our high credit quality standards while also maintaining strong origination volume.

RV AND MARINE PORTFOLIO

Our strategy in the RV and marine portfolio focuses on high quality borrowers, combined with appropriate LTVs, terms, and profitability. Although entering new markets can be associated with increased risk levels, we believe our disciplined strategy and operational processes significantly mitigate these risks.

Credit Quality

(This section should be read in conjunction with Note 5 - “Loans and Leases” and Note 6 - “Allowance for Credit Losses” of the Notes to Consolidated Financial Statements.)

We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios. This approach forms the basis of the discussion in the sections immediately following: NALs and NPAs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.

Credit quality performance in 2025 reflected NCOs of $316 million, or 0.23%, of average total loans and leases, a decrease of $56 million, compared to $372 million, or 0.30%, in the prior year. The decrease reflects a $66 million decrease in commercial NCOs, partially offset by a $10 million increase in consumer NCOs. NPAs increased from December 31, 2024 by $123 million, or 15%, to $945 million, with the increase primarily due to a $105 million increase in commercial and industrial NALs, a $24 million increase in residential mortgage NALs, and a $15 million increase in commercial real estate NALs, partially offset by a $30 million decrease in other NPAs. The increase in NPAs during 2025 was in part due to NALs assumed in the Veritex acquisition.

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NPAs and NALs

NPAs consist of (1) NALs, which represent loans and leases no longer accruing interest, (2) OREO properties, and (3) other NPAs. Any loan or lease in our portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. Also, when a borrower with discharged non-reaffirmed debt in a Chapter 7 bankruptcy is identified and the loan or lease is determined to be collateral dependent, the loan is placed on nonaccrual status.

Commercial loans and leases are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt. With the exception of residential mortgage loans guaranteed by government organizations, which continue to accrue interest, first lien loans secured by residential mortgage collateral are placed on nonaccrual status at 150-days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120-days past due or when the related first-lien loan has been identified as nonaccrual. Automobile, RV and marine, and other consumer loans are generally fully charged-off at 120-days past due, and if not fully charged-off are placed on non-accrual.

When loans and leases are placed on nonaccrual, any accrued interest is reversed against interest income. When, in our judgment, the borrower’s ability to make required interest and principal payments has resumed and collectability is no longer in doubt, the loan or lease could be returned to accrual status.

The following table presents the details of our NALs and NPAs.

Table 14 - Nonaccrual Loans and Leases and Nonperforming Assets

At December 31,

(dollar amounts in millions)

2025

2024

Nonaccrual loans and leases (NALs):

Commercial and industrial

$

562 

$

457 

Commercial real estate

133 

118 

Lease financing

8 

10 

Residential mortgage

107 

83 

Automobile

6 

6 

Home equity

113 

107 

RV and marine

2 

2 

Total nonaccrual loans and leases

931 

783 

Other real estate, net

13 

8 

Other NPAs (1)

1 

31 

Total nonperforming assets

$

945 

$

822 

Nonaccrual loans and leases as a % of total loans and leases

0.62 

%

0.60 

%

NPA ratio (2)

0.63 

0.63 

(1)Other nonperforming assets include certain impaired investment securities and/or nonaccrual loans held-for-sale.

(2)Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs.

ACL

Our ACL is comprised of two different components, the ALLL and the AULC, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio.

We use statistically based models that employ assumptions about current and future economic conditions throughout the contractual life of the loan. The process of estimating expected credit losses is based on three key parameters: PD, EAD, and LGD. Beyond the reasonable and supportable period (two to three years), the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenario.

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Future economic conditions consider multiple macroeconomic scenarios provided to us by an independent third party and are reviewed through the Allowance for Credit Loss Development Methodology Committee described below. These macroeconomic scenarios contain certain variables that are influential to our modeling process, the most significant being unemployment rates and GDP. Management uses a probability-weighted approach that incorporates a baseline, an adverse and a more favorable economic scenario when formulating the quantitative estimate for the allowance. Any changes in probability weights must be supported by appropriate documentation and approval of senior management. Additionally, we consider whether to adjust the modeled estimates to address possible limitations within the models or factors not captured within the macroeconomic scenarios. Lifetime losses for most of our loans and leases are evaluated collectively based on similar risk characteristics such as risk ratings, origination credit bureau scores, delinquency status, and remaining months within loan agreements, among other factors.

The baseline scenario used in the December 31, 2025 ACL determination assumes the labor market has softened with the unemployment rate peaking at 4.8% in the fourth quarter of 2026. Unemployment is expected to remain elevated with only a modest decline to 4.7% in the first half of 2027. The Federal Reserve is projected to continue the current cycle of rate cuts, with gradual cuts forecasted throughout 2026 and 2027 until reaching 2.75% in 2027. The rate is then expected to return to a neutral level of 3.0% by 2028. Inflation is forecasted to remain above the Federal Reserve’s target level of 2%, with only slight declines to 2.7% by the end of 2026. GDP data was limited in the fourth quarter of 2025 due to the government shutdown, with forecasted GDP expected to grow at 2% in 2026.

The table below is intended to show how the forecasted path of forecasted unemployment and forecasted change in GDP in the baseline scenario has changed since the end of 2024.

Table 15 - Forecasted Key Macroeconomic Variables

2024

2025

2026

Baseline scenario forecast

Q4

Q2

Q4

Q2

Q4

Unemployment rate (1)

4Q 2024

4.2%

4.1%

4.1%

4.0%

4.0%

4Q 2025

N/A

N/A

4.3

4.6

4.8

Gross Domestic Product (1)

4Q 2024

2.0%

2.1%

2.1%

1.9%

2.2%

4Q 2025

N/A

N/A

0.5

2.3

1.8

(1)Values reflect the baseline scenario forecast inputs for each period presented, not updated for subsequent actual amounts.

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, the impacts of U.S. trade policies including tariffs, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes. While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact of specific challenges will have on the economy remains unknown.

Management develops additional analytics to support adjustments to our modeled results. Our Allowance for Credit Loss Development Methodology Committee reviewed model results of each economic scenario for appropriate usage, concluding that the quantitative transaction reserve will continue to utilize scenario weighting. Given the uncertainty associated with key economic scenario assumptions, the December 31, 2025 ACL included a general reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed within the quantitative transaction reserve.

The most significant risk profiles the Company maintains at December 31, 2025 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio. The business banking risk profile addresses a modest upward trend in default rates resulting from the current interest rate environment and inflationary impacts on business banking customers. The office portfolio risk profile addresses concerns relating to the current interest rate environment, upcoming maturities, falling property values, and uncertainty about demand for office space.

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Our Allowance for Credit Loss Development Methodology Committee is responsible for developing the methodology, assumptions, and estimates used in the calculation, as well as determining the appropriateness of the ACL. The ALLL represents the estimate of lifetime expected losses in the loan and lease portfolio at the reported date. The loss modeling process uses an EAD concept to calculate total expected losses on both funded balances and unfunded lending commitments, where appropriate. Losses related to the unfunded lending commitments are then recorded as AULC within other liabilities in the Consolidated Balance Sheet. A liability for expected credit losses for off-balance sheet credit exposures is recognized if Huntington has a contractual obligation to extend the credit and the obligation is not unconditionally cancelable.

The AULC is determined by applying the same quantitative reserve determination process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation.

Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance. For further information, including the ALLL and AULC activity by portfolio segment, refer to Note 6 - “Allowance for Credit Losses” of the Notes to Consolidated Financial Statements.

The table below reflects the allocation of our ACL among our various loan and lease categories as well as certain coverage metrics of the reported ALLL and ACL. 

Table 16 - Allocation of Allowance for Credit Losses

At December 31,

2025

2024

(dollar amounts in millions)

Allocation of Allowance

% of Total ALLL

% of Total Loans and Leases (1)

Allocation of Allowance

% of Total ALLL

% of Total Loans and Leases (1)

Commercial

Commercial and industrial

$

1,070 

42 

%

46 

%

$

947 

42 

%

43 

%

Commercial real estate

569 

22 

10 

473 

21 

9 

Lease financing

92 

4 

4 

64 

3 

4 

Total commercial

1,731 

68 

60 

1,484 

66 

56 

Consumer

Residential mortgage

205 

9 

17 

205 

9 

19 

Automobile

181 

7 

11 

145 

6 

11 

Home equity

149 

6 

7 

148 

7 

8 

RV and marine

136 

5 

4 

150 

7 

5 

Other consumer

135 

5 

1 

112 

5 

1 

Total consumer

806 

32 

40 

760 

34 

44 

Total ALLL

2,537 

2,244 

AULC

206 

202 

Total ACL

$

2,743 

$

2,446 

Total ALLL as % of:

Total loans and leases

1.70 

%

1.73 

%

Nonaccrual loans and leases

272 

286 

NPAs

269 

273 

Total ACL as % of:

Total loans and leases

1.83 

%

1.88 

%

Nonaccrual loans and leases

295 

312 

NPAs

290 

297 

(1)Percentages represent the percentage of each loan and lease category to total loans and leases.

At December 31, 2025, the ACL was $2.7 billion, or 1.83%, of total loans and leases, compared to $2.4 billion, or 1.88%, at December 31, 2024. The increase in the ACL was driven by loan and lease growth throughout 2025, in addition to an increase recorded for loans acquired in the Veritex transaction, partially offset by a reduction in the ACL coverage ratio. The reduction in the ACL coverage ratio at December 31, 2025, compared to December 31, 2024, was due in part to the addition of Veritex loans, which were initially recognized at fair value, and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

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NCOs

A loan in any portfolio may be charged off prior to reaching the past due status described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency where that asset is the sole source of repayment. Additionally, discharged or collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs at the time of discharge.

Commercial loans and leases are either charged-off or written down to net realizable value by 90-days past due with the exception of administrative small ticket lease delinquencies. Automobile, RV and marine, and other consumer loans are generally fully charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due. The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process.

The following table reflects NCO detail. 

Table 17 - Net Charge-off Analysis

Year Ended December 31,

(dollar amounts in millions)

2025

2024

2023

Net charge-offs (recoveries) by loan and lease type:

Commercial:

Commercial and industrial

$

159 

$

166 

$

107 

Commercial real estate

(7)

52 

57 

Lease financing

(1)

(1)

(6)

Total commercial

151 

217 

158 

Consumer:

Residential mortgage

1 

1 

2 

Automobile

44 

35 

21 

Home equity

1 

(1)

(1)

RV and marine

22 

22 

12 

Other consumer

97 

98 

81 

Total consumer

165 

155 

115 

Total net charge-offs

$

316 

$

372 

$

273 

Net charge-offs (recoveries) as a percentage of average loans:

Commercial:

Commercial and industrial

0.26 

%

0.32 

%

0.22 

%

Commercial real estate

(0.06)

0.43 

0.43 

Lease financing

(0.01)

(0.03)

(0.12)

Total commercial

0.19 

0.31 

0.23 

Consumer:

Residential mortgage

0.01 

0.01 

0.01 

Automobile

0.29 

0.26 

0.16 

Home equity

0.01 

(0.01)

(0.01)

RV and marine

0.38 

0.36 

0.21 

Other consumer

4.98 

6.32 

6.03 

Total consumer

0.29 

0.28 

0.22 

Net charge-offs as a % of average loans and leases

0.23 

%

0.30 

%

0.23 

%

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NCOs were 0.23% of average loans and leases in 2025, down from 0.30% in 2024, largely due to net recoveries on commercial real estate loans. NCOs for commercial loans and leases were lower, with net charge-offs of 0.19% in 2025, compared to 0.31% in 2024, driven by lower commercial real estate NCOs. Consumer net charge-offs were modestly higher, with net charge-offs of 0.29% in 2025, compared to 0.28% in 2024, driven by an increase in the automobile loan portfolio.

Market Risk

Market risk refers to potential losses arising from changes in interest rates, credit spreads, foreign exchange rates, equity prices, and commodity prices, including the correlation among these factors and their volatility. When the value of an instrument is tied to such external factors, the holder faces market risk. We are exposed primarily to interest rate risk as a result of offering a wide array of financial products to our customers, and secondarily to price risk from trading securities, securities owned by our broker-dealer subsidiaries, foreign exchange positions, equity investments, and investments in securities backed by mortgage loans.

We measure market risk exposure via financial simulation models that provide management with insights on the potential impact to net interest income and other key metrics as a result of changes in market interest rates. Models are used to simulate cash flows and accrual characteristics of the balance sheet based on assumptions regarding the slope or shape of the yield curve, the direction and volatility of interest rates, and the changing composition and characteristics of the balance sheet resulting from strategic objectives and customer behavior. Our models incorporate market-based assumptions that include the impact of changing interest rates on prepayment rates of assets and runoff rates of deposits. The models also include our projections of the future volume and pricing of various business lines.

In measuring the financial risks associated with interest rate sensitivity in our balance sheet, we compare a set of alternative interest rate scenarios to the results of a base case scenario derived using market forward rates. The market forward rates reflect the general market consensus regarding the future level and slope of the yield curve across a range of tenor points. The standard set of interest rate scenarios includes two types: “shock” scenarios, which are immediate parallel rate shifts, and “ramp” scenarios, where the parallel shift is applied gradually over the first 12 months of the forecast on a pro-rata basis. In both shock and ramp scenarios with falling rates, we presume that market rates will not go below 0%. The scenarios include all executed interest rate risk hedging activities. Forward-starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon.

A key driver of our interest rate risk profile is our assumption of interest-bearing deposit repricing sensitivity to changes in interest rates, otherwise known as deposit beta. In addition, our interest expense is impacted by the composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits. Accordingly, we consider the impacts from both interest-bearing and noninterest-bearing deposits on our total deposit beta. Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) through the fourth quarter of 2025 was 35%.

Interest rate risk is measured across a range of scenarios and the results are reported to the ROC at least quarterly. A comprehensive discussion of risk management governance can be found in Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and the “Risk Management” section of this Form 10-K.

We use two approaches to model interest rate risk: net interest income at risk (NII at Risk) and economic value of equity at risk modeling sensitivity analysis (EVE at Risk).

NII at Risk is used by management to measure the risk and impact to earnings over the next 12 months, using a wide range of interest rate scenarios, including instantaneous and gradual, as well as parallel and non-parallel, changes in interest rates. The NII at Risk results included in the table below present select gradual “ramp” -200, -100, +100, and +200 basis point parallel shift scenarios, implied by the forward yield curve over the next 12 months.

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Table 18 - Net Interest Income at Risk

At December 31, 2025

At December 31, 2024

Federal Funds Rate

Federal Funds Rate

Basis point change scenario

Starting Point

Month 12 (1)

NII at Risk (%)

Starting Point

Month 12 (1)

NII at Risk (%)

+200

3.75 

5.25 

2.5 

4.50 

6.00 

2.0 

+100

3.75 

4.25 

0.9 

4.50 

5.00 

0.8 

Base

3.75 

3.25 

— 

4.50 

4.00 

— 

-100

3.75 

2.25 

-0.6 

4.50 

3.00 

-0.5 

-200

3.75 

1.25 

-1.9 

4.50 

2.00 

-1.3 

(1)Represents the federal funds rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.

The NII at Risk shows that the balance sheet is asset-sensitive at both December 31, 2025 and December 31, 2024. The primary drivers to the change in sensitivity during 2025 are current and projected balance sheet composition over the simulation horizon and market rates.

EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of assets and liabilities, including derivative exposures, using a wide range of scenarios. The EVE results included in the table below present select immediate -200, -100, +100 and +200 basis point parallel “shock” scenarios from the yield curve term points at the specific point in time that EVE sensitivity is measured.

Table 19 - Economic Value of Equity at Risk

Economic Value of Equity at Risk (%)

Basis point change scenario

-200

-100

+100

+200

At December 31, 2025

0.3 

1.7 

-3.5 

-8.3 

At December 31, 2024

5.9 

4.3 

-5.8 

-12.6 

The change in sensitivity from December 31, 2024 was driven primarily by market rates and changes to actual balance sheet composition.

Use of Derivatives to Manage Interest Rate Risk

An integral component of our interest rate risk management strategy is the use of derivative instruments to minimize significant fluctuations in earnings caused by changes in market interest rates. A variety of derivative financial instruments, principally interest rate swaps, swaptions, floors, forward contracts, and forward-starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements. These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements.

Table 20 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates. The interest rate variability may impact either the fair value of the assets and liabilities or the cash flows attributable to net interest margin. These positions are used to protect the fair value of assets and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index. The positions are also used to hedge the variability in cash flows attributable to the contractually specified interest rate by converting the variable-rate index into a fixed rate. The volume, maturity, and mix of derivative positions change frequently as we adjust our broader interest rate risk management objectives and the balance sheet positions to be hedged. For further information, including the notional amount and fair values of these derivatives, refer to Note 20 - “Derivative Financial Instruments” of the Notes to Consolidated Financial Statements.

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The following presents additional information about the interest rate swaps and floors used in Huntington’s asset and liability management activities.

Table 20 - Information on Asset Liability Management Instruments

Notional Value

Weighted-Average Maturity (years)

Fair Value

Weighted-Average Fixed Rate

(dollar amounts in millions)

At December 31, 2025

Asset conversion swaps

Securities (1):

Pay Fixed - Receive SOFR

$

3,987 

3.92 

$

130 

2.48 

%

Pay Fixed - Receive SOFR - forward-starting (2)

1,160 

12.47 

44 

3.36 

Loans:

Receive Fixed - Pay SOFR

15,800 

2.05 

(2)

3.18 

Receive Fixed - Pay SOFR - forward-starting (3)

2,500 

4.21 

(3)

3.30 

Liability conversion swaps

Receive Fixed - Pay SOFR

10,599 

2.97 

(22)

3.51 

Purchased floor spreads (4)

Purchased Floor Spread - SOFR

6,750 

1.06 

30 

2.80 / 3.87

Purchased Floor Spread - SOFR forward-starting (3)

3,200 

3.49 

$

51 

2.83 / 3.83

Basis swaps (5)

Pay SOFR - Receive Fed Fund (economic hedges)

27 

4.83 

— 

3.81 

Pay Fed Fund - Receive SOFR (economic hedges)

1 

9.81 

— 

3.99 

Total swap portfolio

$

44,024 

$

228 

At December 31, 2024

Asset conversion swaps

Securities (1):

Pay Fixed - Receive SOFR

$

10,059 

1.92 

$

407 

1.38 

%

Pay Fixed - Receive SOFR - forward-starting (6)

928 

7.46 

45 

2.81 

Loans:

Receive Fixed - Pay SOFR

10,075 

2.18 

(255)

2.75 

Receive Fixed - Pay SOFR - forward-starting (7)

7,225 

4.03 

(75)

3.62 

Liability conversion swaps

Receive Fixed - Pay SOFR

7,272 

3.24 

(197)

3.30 

Receive Fixed - Pay SOFR - forward-starting (7)

4,075 

4.60 

(56)

3.64 

Purchased floor spreads (4)

Purchased Floor Spread - SOFR

6,000 

1.83 

24 

2.79 / 3.87

Basis swaps (5)

Pay SOFR - Receive Fed Fund (economic hedges)

174 

1.58

— 

5.19 

Pay Fed Fund - Receive SOFR (economic hedges)

1 

10.81 

— 

5.24 

Total swap portfolio

$

45,809 

$

(107)

(1)Amounts include interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method.

(2)Forward starting swaps effective starting from February 2026 to October 2027.

(3)Forward starting swaps and forward-starting floor spreads effective starting from January 2026 to December 2026.

(4)The weighted average fixed rates for floor spreads are the weighted-average strike rates for the upper and lower bounds of the instruments.

(5)Basis swaps have variable pay and variable receive resets. Weighted-average fixed rate column represents pay rate reset.

(6)Forward starting swaps effective starting from April 2025 to October 2027.

(7)Forward starting swaps effective starting from January 2025 to June 2026.

Use of Derivatives to Manage Credit Risk

We may utilize credit derivatives as a tool to manage credit risk within the portfolio by purchasing credit protection over certain types of loan products. When we purchase credit protection, such as a CDS, we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs.

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MSRs

(This section should be read in conjunction with Note 7 - “Mortgage Loan Sales and Servicing Rights” of Notes to Consolidated Financial Statements.)

At December 31, 2025, we had a total of $593 million of capitalized MSRs representing the right to service $34.4 billion in mortgage loans.

MSR fair values are sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments and declines in credit quality. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise. We also employ hedging strategies to reduce the risk of MSR fair value changes. However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. We report changes in the MSR value net of hedge-related trading activity in the mortgage banking income category of noninterest income.

MSR assets are included in servicing rights and other intangible assets in the Consolidated Financial Statements.

Price Risk

Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments that are carried at fair value and are subject to fair value accounting. We have price risk from trading securities, securities owned by our broker-dealer subsidiaries, foreign exchange positions, derivative instruments, and equity investments. We have established loss limits on the trading portfolio, on the amount of foreign exchange exposure that can be maintained, and on the amount of marketable equity securities that can be held.

Liquidity Risk

Liquidity risk is the possibility of us being unable to meet current and future financial obligations in a timely manner. The goal of liquidity management is to ensure adequate, stable, reliable, and cost-effective sources of funds to satisfy changes in loan and lease demand, unexpected levels of deposit withdrawals, investment opportunities, and other contractual obligations. We consider core earnings, strong capital ratios, and credit quality essential for maintaining high credit ratings, which allow us cost-effective access to market-based liquidity. We mitigate liquidity risk by maintaining a large, stable customer deposit base and a diversified base of readily available wholesale funding sources, including secured funding sources from the FHLB and FRB through pledged borrowing capacity, issuance through dealers in the capital markets, and access to deposits issued through brokers. We further mitigate liquidity risk by maintaining liquid assets in the form of cash and cash equivalents and securities.

The Board of Directors is responsible for establishing an acceptable level of liquidity risk at Huntington, including approval of the liquidity risk appetite at least annually. The liquidity risk appetite includes liquidity risk metrics that are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding needs, including during periods of potential stress. The Board receives and reviews information on at least a semi-annual basis to ensure Huntington is operating in accordance with its established risk tolerance. Further, the ALCO is appointed by the ROC to oversee liquidity risk management, including the establishment of liquidity risk policies and additional liquidity risk metrics and limits to support our overall liquidity risk appetite. Liquidity risk appetite metrics monitored by senior management and reported to the Board at least semi-annually, and to ROC on a more frequent basis, include loans as a percentage of customer deposits, a structural funding ratio, internal liquidity stress test coverage ratios, an investment portfolio market value to book value ratio, and a holding company cash coverage ratio. Additional key liquidity risk metrics monitored by senior management and reported to ALCO monthly include unsecured wholesale funding as a percentage of liquid assets, wholesale funding as a percentage of tangible assets, and varying types of internally defined liquidity coverage ratios, including minimum reserve balances at the FRB and U.S. Treasury holdings relative to internal liquidity stress outflows. Our liquidity risk metric monitoring thresholds are evaluated at a minimum annually, and more frequently if conditions warrant.

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Liquidity risk is managed centrally by Corporate Treasury with independent oversight of liquidity risk performed by Corporate Risk Management. Our liquidity position is evaluated daily, weekly, and monthly by analyzing the composition of all funding sources, reviewing projected liquidity commitments by future months, and identifying sources and uses of funds. The overall management of our liquidity position is also integrated into consumer and commercial pricing policies to ensure a stable deposit base. Liquidity risk is reviewed and managed continuously for the Bank and the parent company, as well as its subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, contingency funding plans. At December 31, 2025, management believes current sources of liquidity are sufficient to meet Huntington’s on- and off-balance sheet obligations.

We maintain a contingency funding plan that provides for liquidity stress testing, which assesses the potential erosion of funds in the event of an institution-specific event or systemic financial market crisis. Examples of institution specific events could include a downgrade in our public credit rating by a rating agency, a large charge to earnings, declines in profitability or other financial measures, declines in liquidity sources including reductions in deposit balances or access to contingent funding sources, or a significant merger or acquisition. Examples of systemic events unrelated to us that could have an effect on our access to liquidity would be terrorism or war, natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation or rumors about us, or the banking industry in general, may adversely affect the cost and availability of normal funding sources. The contingency funding plan, which is reviewed and approved by the ROC at least annually, outlines the process for addressing a liquidity crisis and provides for an evaluation of funding sources under various market conditions. It also assigns specific roles and responsibilities and communication protocols for effectively managing liquidity through a problem period and outlines early warning indicators that are used to monitor emerging liquidity stress events.

Deposits

Our largest source of liquidity on a consolidated basis is customer deposits, which provide stable and lower-cost funding. Our customer deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships, resulting in a diversified deposit base. Total deposits were $176.6 billion at December 31, 2025, compared to $162.4 billion at December 31, 2024. The $14.2 billion, or 9%, increase in total deposits during 2025, inclusive of $10.5 billion of deposits acquired in the Veritex acquisition, was primarily driven by increases in interest-bearing demand and money market deposits. Certain higher cost Veritex deposits were allowed to run-off following the acquisition. Total deposits included $5.9 billion of brokered deposits primarily consisting of brokered money market and time deposit balances at December 31, 2025, compared to $7.0 billion at December 31, 2024. The level of brokered deposits was below our established liquidity risk metric limits at December 31, 2025.

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Insured deposits comprised approximately 70% of our total deposits at December 31, 2025, compared to 69% at December 31, 2024. The composition of our deposits is presented in the table below.

Table 21 - Deposit Composition

At December 31,

(dollar amounts in millions)

2025

2024

By Type:

Demand deposits—noninterest-bearing

$

32,205 

18 

%

$

29,345 

18 

%

Demand deposits—interest-bearing

48,510 

27 

43,378 

27 

Money market deposits

65,123 

37 

60,730 

37 

Savings deposits

15,426 

9 

14,723 

9 

Time deposits

15,346 

9 

14,272 

9 

Total deposits

$

176,610 

100 

%

$

162,448 

100 

%

Total deposits (insured/uninsured):

Insured deposits

$

123,744 

70 

%

$

112,394 

69 

%

Uninsured deposits (1)

52,866 

30 

50,054 

31 

Total deposits

$

176,610 

100 

%

$

162,448 

100 

%

(1)Represents consolidated Huntington uninsured deposits, determined by adjusting the amounts reported in the Bank Call Report (FFIEC 031) by inter-company deposits, which are not customer deposits and are therefore eliminated through consolidation. As of December 31, 2025, the Bank Call Report uninsured deposit balance was $56.9 billion, which includes $4.1 billion of inter-company deposits. As of December 31, 2024, the Bank Call Report uninsured deposit balance was $54.6 billion, which includes $4.5 billion of inter-company deposits.

The majority of our time deposits have a contractual maturity of less than one year. The following table presents the contractual maturities of time deposits in excess of the FDIC insurance limit.

Table 22 - Maturity of Deposits in Excess of Insurance Limit

At December 31, 2025

(dollar amounts in millions)

3 months

or less

3 months

to 6 months

6 months

to 12 months

12 months

or more

Total

Portion of U.S. time deposits in excess of insurance limit

$

911 

$

906 

$

204 

$

71 

$

2,092 

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Wholesale Funding

Sources of wholesale funding include non-customer brokered deposits, short-term borrowings, and long-term debt. Our wholesale funding totaled $24.4 billion at December 31, 2025, compared to $23.6 billion at December 31, 2024. The increase from the prior year end was primarily due to a $1.1 billion increase in short-term borrowings, driven by an increase in short-term FHLB borrowings, and a $847 million increase in long-term debt, partially offset by a decrease of $1.1 billion in brokered deposits. The increase in long-term debt was driven by the issuance of $1.5 billion of senior bank notes and $830 million of CLN transactions completed during 2025, partially offset by maturities and repayments. The following table presents additional information on our short-term borrowings. For further information on our long-term debt, refer to Note 11 - “Borrowings” of the Notes to Consolidated Financial Statements.

2025

2024

(dollar amounts in millions)

Amount

Weighted-average rate

Amount

Weighted-average rate

At December 31:

Securities sold under agreements to repurchase

$

22 

1.74 

%

$

142 

2.54 

%

FHLB advances

1,000 

3.97 

— 

— 

Other borrowings

239 

5.39 

57 

2.25 

Average for the years ended December 31:

Securities sold under agreements to repurchase

$

310 

2.70 

%

$

446 

3.94 

%

FHLB advances

184 

4.21 

79 

5.32 

Other borrowings

721 

4.70 

622 

7.54 

Maximum month-end balance for the years ended December 31:

Securities sold under agreements to repurchase

$

157 

$

763 

FHLB advances

1,000 

1,000 

Other borrowings

1,005 

1,685 

Cash and Cash Equivalents and Securities

Cash and cash equivalents were $13.5 billion and $12.8 billion at December 31, 2025 and December 31, 2024, respectively. The $648 million increase in cash and cash equivalents during 2025 was primarily due to an increase in interest-earning deposits at the FRB to support short-term liquidity.

Our investment securities portfolio is evaluated under established ALCO objectives. Changing market conditions could affect the profitability of the portfolio, as well as the level of interest rate risk exposure.

Total investment securities were $41.5 billion at December 31, 2025, compared to $43.7 billion at December 31, 2024. The $2.2 billion decrease in securities compared to December 31, 2024, was largely driven by maturing investment securities not being reinvested, partially offset by an improvement in unrealized losses on AFS securities. At December 31, 2025, the duration of the investment securities portfolio, net of hedging, was 4.2 years. Securities are pledged to secure borrowing capacity with the FHLB and the Federal Reserve, discussed further in the Bank Liquidity and Sources of Funding section below. At December 31, 2025, investment securities with a market value of $11.7 billion were unpledged.

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The weighted average yield by maturity of the investment securities portfolio is presented in the following table.

Table 23 - Investment Securities Weighted Average Yield by Maturity

At December 31, 2025

1 year or less

After 1 year through 5 years 

After 5 years through 10 years

After 10 years

Total

(dollar amounts in millions)

Yield (1)

Yield (1)

Yield (1)

Yield (1)

Yield (1)

Available-for-sale securities:

U.S. Treasury

4.00 

%

4.01 

%

— 

%

— 

%

4.01 

%

Federal agencies:

Residential MBS

— 

1.43 

1.59 

2.23 

2.21 

Residential CMO

— 

— 

2.52 

3.95 

3.95 

Commercial MBS

— 

2.55 

2.09 

2.91 

2.79 

Other agencies

2.53 

1.71 

7.53 

6.37 

4.43 

Total U.S. Treasury, federal agency, and other agency securities

3.99 

3.96 

1.94 

2.84 

3.04 

Municipal securities

6.35 

5.18 

4.60 

5.00 

5.13 

Corporate debt

— 

2.43 

2.67 

— 

2.51 

Asset-backed securities

3.92 

1.67 

— 

2.49 

2.66 

Private-label CMO

— 

0.87 

2.18 

2.87 

2.56 

Other securities/sovereign debt

5.09 

5.30 

— 

— 

5.23 

Total available-for-sale securities

4.92 

%

4.25 

%

3.53 

%

2.95 

%

3.34 

%

Held-to-maturity securities:

U.S. Treasury

4.09 

%

3.96 

%

— 

%

— 

%

3.99 

%

Federal agencies:

Residential MBS

— 

— 

1.56 

2.53 

2.52 

Residential CMO

— 

— 

2.70 

2.53 

2.53 

Commercial MBS

— 

2.77 

3.83 

2.38 

2.39 

Other agencies

2.43 

2.70 

2.54 

— 

2.53 

Total U.S. Treasury, federal agency, and other agency securities

4.07 

3.94 

2.04 

2.52 

2.74 

Municipal securities

— 

— 

— 

2.63 

2.63 

Total held-to-maturity securities

4.07 

%

3.94 

%

2.04 

%

2.52 

%

2.74 

%

(1)Weighted average yields were calculated using amortized cost on a fully-taxable equivalent basis, assuming a 21% tax rate where applicable.

Bank Liquidity and Sources of Funding

Our primary sources of funding for the Bank are customer deposits. At December 31, 2025, customer deposits funded 76% of total assets (114% of total loans). To the extent we are unable to obtain sufficient liquidity through customer deposits, cash and cash equivalents, and investment securities, we may meet our liquidity needs through wholesale funding and asset securitization or sale. Additionally, the Bank may also access funding through intercompany notes or parent company deposits placed at the Bank.

The Bank maintains borrowing capacity at both the FHLB and FRB secured by pledged loans and securities. While the Bank does not consider borrowing capacity at the FRB a primary source of funding, it could be used as a potential source of liquidity in a stressed environment or during a market disruption. The amount of available contingent borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets pledged.

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A summary of the Bank’s selected contingent liquidity sources is presented in the following table.

Table 24 - Selected Contingent Liquidity Sources

(dollar amounts in millions)

At December 31, 2025

At December 31, 2024

Unused secured borrowing capacity:

FRB

$

71,296 

$

70,020 

FHLB

16,212 

15,524 

Unpledged investment securities (at market value)

11,743 

5,786 

Interest-earning deposits held at FRB

11,712 

11,162 

Selected contingent liquidity sources

$

110,963 

$

102,492 

As of December 31, 2025, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Parent Company Liquidity

The parent company’s primary financial obligations consist of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt instruments.

The parent company had cash and cash equivalents of $3.6 billion and $4.1 billion at December 31, 2025 and December 31, 2024, respectively, which was held in deposit at the Bank. See Note 24 - “Parent-Only Financial Statements” of the Notes to Consolidated Financial Statements for details on parent company cash flows.

On January 21, 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.155 per common share. The dividend is payable on April 1, 2026, to shareholders of record on March 18, 2026. Additionally, on January 21, 2026, our Board of Directors declared quarterly Series B, F, G, H, J, and K preferred stock dividends payable on April 15, 2026 to shareholders of record on April 1, 2026, and on December 8, 2025, declared a quarterly dividend for the Series I Preferred Stock payable on March 2, 2026 to shareholders of record on February 15, 2026. Further, a quarterly dividend for the Series L Preferred Stock, newly created in conjunction with the Cadence acquisition on February 1, 2026, is payable on February 20, 2026 to shareholders of record of the former Cadence Series A Preferred Stock on January 30, 2026. Current quarterly dividend declarations are expected to total approximately $284 million.

During 2025, the Bank paid common and preferred dividends to the parent company of $750 million and $45 million, respectively. To meet any additional liquidity needs, the parent company may issue debt or equity securities. To support the parent company’s ability to issue debt or equity securities, we have filed with the SEC an automatic shelf registration statement covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by Huntington’s Board of Directors.

As of December 31, 2025, we believe the Company has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Credit Ratings

Credit ratings represent evaluations by rating agencies based on a number of factors, including financial strength and the ability to generate earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry, the economy, and changes in rating methodologies. Credit ratings are subject to change at any time. Our credit ratings impact our availability and cost of financing, as well as collateral requirements for certain derivative instruments and deposit products. A downgrade to our credit ratings could adversely affect our access to capital, increase our cost of funds, or trigger additional collateral or funding requirements.

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The following table presents our credit rating and rating agency outlooks.

Table 25 - Credit Ratings and Outlook

At December 31, 2025

Moody’s

Standard & Poor’s

Fitch

DBRS Morningstar

Huntington Bancshares Incorporated

Senior unsecured notes

Baa1

BBB+

A-

A

Subordinated notes

Baa1

BBB

BBB+

A (low)

Commercial paper

NR

NR

F1

R-1 (low)

Ratings outlook

Negative

Stable

Stable

Positive

The Huntington National Bank

Senior unsecured notes

A3

A-

A-

A (high)

Long-term deposits

A1

NR (1)

A

A (high)

Short-term deposits

P-1

NR (1)

F1

R-1 (middle)

Ratings outlook

Negative

Stable

Stable

Positive

NR - Not Rated

(1) Standard & Poor’s does not provide a depositor rating. The Bank’s issuer credit rating is A-.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual obligations and commitments that could impact our liquidity and capital resources. These arrangements include commitments to extend credit, interest rate swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, commitments by the Bank to sell mortgage loans, operating lease payments, and other purchase and marketing obligations.

COMMITMENTS TO EXTEND CREDIT

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. See Note 22 - “Commitments and Contingent Liabilities” of the Notes to Consolidated Financial Statements for more information.

STANDBY LETTERS-OF-CREDIT

Standby letters-of-credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years and are expected to expire without being drawn upon. Standby letters-of-credit are included in the determination of the amount of risk-based capital that the parent company and the Bank are required to hold. Through our credit process, we monitor the credit risks of outstanding standby letters-of-credit. When it is probable that a standby letter-of-credit will be drawn and not repaid in full, a loss is recognized in the provision for credit losses. See Note 22 - “Commitments and Contingent Liabilities” of the Notes to Consolidated Financial Statements for more information.

COMMITMENTS TO SELL LOANS

Activity related to our mortgage origination activity supports the hedging of the mortgage pricing commitments to customers and the secondary sale to third parties. In addition, we have commitments to sell residential real estate loans. These contracts mature in less than one year. See Note 22 - “Commitments and Contingent Liabilities” of the Notes to Consolidated Financial Statements for more information.

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CONTRACTUAL OBLIGATIONS

We enter into various contractual obligations in the normal course of business, certain of which require future payments that could impact our liquidity and capital resources. These obligations include purchase commitments, which represent substantial agreements to purchase goods or receive services, such as data management, media, and other software and third-party services that are enforceable and legally binding. Purchase commitments totaled $710 million as of December 31, 2025 and $716 million as of December 31, 2024. These obligations additionally include deposits, borrowings, operating lease obligations, commitments to extend credit, commitments to fund certain equity investments, and obligations to fund pension and post-retirement benefit plans. See Note 11 - “Borrowings”, Note 10 - “Operating Leases”, Note 22 - “Commitments and Contingent Liabilities”, Note 21 - “Variable Interest Entities”, and Note 17 - “Benefit Plans” of the Notes to Consolidated Financial Statements for more information.

Operational Risk

Operational risk is the risk of loss due to human error, third-party performance failures, or inadequate or failed internal systems and controls, including the use of financial or other quantitative methodologies that may not adequately predict future results; violations of, or noncompliance with, laws, rules, regulations, prescribed practices, or ethical standards; and external influences such as market conditions, fraudulent activities, disasters, failed business contingency plans, and security risks. We continuously strive to test and strengthen our system of internal controls to ensure compliance with significant contracts, agreements, laws, rules, and regulations, to reduce our exposure to fraud, and to improve the oversight of our operational risk.

To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, a Funds Movement Committee, a Fraud Risk Committee, an Information and Technology Risk Committee, an Artificial Intelligence Risk Committee, and a Third Party Risk Management Committee. The responsibilities of these committees, among other duties, include establishing and maintaining management information systems to monitor material risks and to identify potential concerns, risks, or trends that may have a significant impact and ensuring that recommendations are developed to address the identified issues. In addition, we have a Model Risk Oversight Committee that is responsible for policies and procedures describing how model risk is evaluated and managed and the application of the governance process to implement these practices throughout the enterprise. These committees report any significant findings and remediation recommendations to the Risk Management Committee. Potential concerns may be escalated to our ROC and our Audit Committee, as appropriate.

The goal of this framework is to implement effective operational risk monitoring; minimize operational, fraud, and legal losses; minimize the impact of inadequately designed models; and enhance our overall performance.

Cybersecurity

Cybersecurity represents an important component of Huntington’s overall cross-functional approach to risk management. We actively manage a cybersecurity operation designed to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions to our business. We actively monitor cyberattacks, such as attempts related to online deception and loss of sensitive customer data. We evaluate our technology, processes, and controls to mitigate loss from cyberattacks and, to date, have not experienced any material losses. Cybersecurity threats continue to evolve and increase across the entire digital landscape. We actively monitor our environment for malicious content and implement specific cybersecurity and fraud capabilities, including the monitoring of phishing email campaigns. In addition, we have implemented specific cybersecurity and fraud monitoring of remote connections by geography and volume of connections to detect anomalous remote logins, since a portion of our workforce works remotely from time-to-time. 

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of both internal and external threat events or other efforts to penetrate our systems. We work to achieve this objective by hardening networks and systems against attack and by diligently managing visibility and monitoring controls within our data and communications environment to recognize events and respond before the attacker has the opportunity to plan and execute on its own goals. To this end we employ a set of defense in-depth strategies, which include efforts to make us less attractive as a target and less vulnerable to threats, while investing in threat analytic capabilities for rapid detection and response. Potential concerns related to cybersecurity may be escalated to our board-level ROC and/or Technology Committee, as appropriate.

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As a complement to the overall cybersecurity risk management, we use a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates, to ensure awareness of the risks of cybersecurity threats at all levels across the organization. Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks. We also use third-party services to test the effectiveness of our cybersecurity risk management framework, and any such third parties are required to comply with our policies regarding information security and confidentiality.

Compliance Risk

Financial institutions are subject to many laws, rules, and regulations at both the federal and state levels. These broad-based laws, rules, and regulations include, but are not limited to, expectations relating to anti-money laundering, lending limits, client privacy, fair lending, prohibitions against unfair, deceptive, or abusive acts or practices, protections for military members as they enter active duty, and community reinvestment. We utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations. Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy. Additionally, colleagues engaged in lending activities receive training for laws and regulations related to flood disaster protection, equal credit opportunity, fair lending, and/or other courses related to the extension of credit. We hold ourselves to a high standard for adherence to compliance management and seek to continuously enhance our performance.

CAPITAL

(This section should be read in conjunction with the “Regulatory Matters” section included in Part I, Item 1: Business and Note 23 - “Other Regulatory Matters” of the Notes to Consolidated Financial Statements.)

Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite to support the Bank's operations, absorb unanticipated losses and declines in asset values, and provide protection to uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing appropriate returns to our shareholders. We manage regulatory capital and shareholders’ equity at the Bank and on a consolidated basis. We have an active program for managing capital, and we maintain a comprehensive process for assessing our overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions. In addition to as-reported regulatory capital and tangible common equity metrics, which are discussed in more detail below, we also actively monitor other measures of capital, such as tangible common equity including the mark-to-market impact on HTM securities and CET1 including the impact of AOCI excluding cash flow hedges. We believe our current levels of both regulatory capital and shareholders’ equity are adequate.

Regulatory Capital

We are subject to the Basel III capital requirements including the standardized approach for calculating risk-weighted assets in accordance with subpart D of the final capital rule. The following table presents consolidated risk-weighted assets and other financial data necessary to calculate certain financial ratios, including CET1, which we use to measure capital adequacy.

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Table 26 - Capital Under Current Regulatory Standards

 At December 31,

(dollar amounts in millions)

2025

2024

CET1 risk-based capital ratio:

Total Huntington shareholders’ equity

$

24,342 

$

19,740 

Regulatory capital adjustments:

CECL transitional amount (1)

— 

109 

Shareholders’ preferred equity and related surplus

(2,741)

(1,999)

Accumulated other comprehensive loss

1,904 

2,866 

Goodwill and other intangible assets, net of taxes

(5,999)

(5,534)

Deferred tax assets that arise from tax loss and credit carryforwards

(220)

(55)

CET1 capital

17,286 

15,127 

Additional tier 1 capital

Shareholders’ preferred equity and related surplus

2,741 

1,999 

Tier 1 capital

20,027 

17,126 

Long-term debt and other tier 2 qualifying instruments

1,480 

1,641 

Qualifying allowance for loan and lease losses

2,086 

1,798 

Tier 2 capital

3,566 

3,439 

Total risk-based capital

$

23,593 

$

20,565 

RWA

$

166,684 

$

143,650 

CET1 risk-based capital ratio

10.4 

%

10.5 

%

Other regulatory capital data:

Tier 1 risk-based capital ratio

12.0 

11.9 

Total risk-based capital ratio

14.2 

14.3 

Tier 1 leverage ratio

9.3 

8.6 

(1)Huntington elected to temporarily delay certain effects of CECL on regulatory capital pursuant to a rule that allowed BHCs and banks to delay the impact of CECL adoption for two years, followed by a three-year transition period which began January 1, 2022. As of December 31, 2025, the impact of the CECL deferral was fully phased, while 75% of the impact of the CECL deferral was phased in as of December 31, 2024.

Table 27 - Capital Adequacy—Non-Regulatory (Non-GAAP)

At December 31,

(dollar amounts in millions)

2025

2024

Consolidated capital calculations:

Total Huntington shareholders’ equity

$

24,342 

$

19,740 

Goodwill and other intangible assets

(6,142)

(5,657)

Deferred tax liability on other intangible assets (1)

30 

20 

Total tangible equity (2)

18,230 

14,103 

Preferred equity

(2,731)

(1,989)

Total tangible common equity (2)

$

15,499 

$

12,114 

Total assets

$

225,106 

$

204,230 

Goodwill and other intangible assets

(6,142)

(5,657)

Deferred tax liability on other intangible assets (1)

30 

20 

Total tangible assets (2)

$

218,994 

$

198,593 

Tangible equity / tangible asset ratio (2)

8.3 

%

7.1 

%

Tangible common equity / tangible asset ratio (2)

7.1 

6.1 

Tangible common equity / RWA ratio (2)

9.3 

8.4 

(1)Deferred tax liability related to other intangible assets is calculated at a 21% tax rate.

(2)Tangible equity, tangible common equity, and tangible assets, as well as ratios utilizing these financial measures are non-GAAP financial measures. See Non-GAAP Financial Measures in the Additional Disclosures section.

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The following table presents certain regulatory capital data at the consolidated and Bank level.

Table 28 - Regulatory Capital Data (1)

At December 31,

(dollar amounts in millions)

2025

2024

Consolidated:

CET1 risk-based capital ratio

10.4 

%

10.5 

%

Tier 1 risk-based capital ratio

12.0 

11.9 

Total risk-based capital ratio

14.2 

14.3 

Tier 1 leverage ratio

9.3 

8.6 

CET1 risk-based capital

$

17,286 

$

15,127 

Tier 1 risk-based capital

20,027 

17,126 

Total risk-based capital

23,593 

20,565 

Total risk-weighted assets

166,684 

143,650 

Bank:

CET1 risk-based capital ratio

11.7 

%

11.6 

%

Tier 1 risk-based capital ratio

12.4 

12.4 

Total risk-based capital ratio

14.0 

14.1 

Tier 1 leverage ratio

9.6 

8.9 

CET1 risk-based capital

$

19,426 

$

16,540 

Tier 1 risk-based capital

20,626 

17,746 

Total risk-based capital

23,165 

20,240 

Total risk-weighted assets

165,701 

143,128 

(1)    Huntington and the Bank elected to temporarily delay certain effects of CECL on regulatory capital pursuant to a rule that allowed BHCs and banks to delay the impact of CECL adoption for two years, followed by a three-year transition period which began January 1, 2022. As of December 31, 2025, the impact of the CECL deferral was fully phased in, while 75% of the impact of the CECL deferral was phased in as of December 31, 2024.

At December 31, 2025, Huntington and the Bank maintained capital ratios in excess of the well-capitalized standards established by the Federal Reserve. Our consolidated CET1 risk-based capital ratio decreased modestly to 10.4% at December 31, 2025, compared to 10.5% at December 31, 2024, as an increase in risk-weighted assets and the impact of the CECL transition adjustment was partially offset by current period earnings, net of dividends. The Bank CET1 risk-based capital ratio increased to 11.7% at December 31, 2025, compared to 11.6% at December 31, 2024, driven by bank net income, partially offset by dividends paid to the parent and an increase in risk-weighted assets. The increase in risk-weighted assets was primarily driven by loan growth, partially offset by the impact of two CLN transactions and the securities repositioning completed during 2025.

We are authorized to make capital distributions that are consistent with the requirements in the Federal Reserve’s capital rule, including the SCB requirement. Our SCB requirement is 2.5%.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities.

Shareholders’ equity totaled $24.3 billion at December 31, 2025, an increase of $4.6 billion, or 23%, when compared with December 31, 2024. The increase was primarily driven by the equity issued in the Veritex acquisition, earnings, net of dividends, an improvement in accumulated other comprehensive income driven by changes in interest rates, and the issuance of $741 million of perpetual preferred stock during 2025.

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Share Repurchases

From time to time the Board of Directors authorizes the Company to repurchase shares of our common stock. Although we announce when our Board authorizes share repurchases, we typically do not give any public notice before we repurchase our shares.

On April 16, 2025, our Board approved the repurchase of up to $1.0 billion of common shares. The repurchase authorization does not have an expiration date and may include open market repurchases, privately negotiated transactions, and accelerated share repurchase programs, and is subject to the Federal Reserve’s capital regulations. The timing of repurchases will be discretionary and depend on several factors, including the macroeconomic and interest rate environment, and the pace of loan growth. No shares have been repurchased under the current repurchase authorization. Additionally, there were no share repurchases during 2024 or 2023.

BUSINESS SEGMENT DISCUSSION

Overview

Our business segments are based on our internally aligned segment leadership structure, which is how management monitors results and assesses performance. We have two business segments: Consumer & Regional Banking and Commercial Banking. All other items not included within our two business segments are reported within the Treasury / Other function, which primarily includes technology and operations and other unallocated assets, liabilities, revenue, and expense.

Business segment results are determined based on our management practices, which assign balance sheet and income statement items to each of the business segments. The process is designed around our organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

Revenue Sharing

Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to or providing service to customers. Results of operations for the business segments reflect these fee-sharing allocations.

Expense Allocation

The management process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to the business segments from Treasury / Other. We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported acquisition-related expenses, if any, and a small amount of other residual unallocated expenses, are allocated to the business segments.

Funds Transfer Pricing (FTP)

We use an active and centralized FTP methodology to attribute appropriate net interest income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing modeled duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities). The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost.

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Net Income (Loss) by Business Segment

Net income (loss) for our business segments and Treasury/Other function for the past three years is presented in the following table.

Table 29 - Net Income (Loss) by Business Segment

Year Ended December 31,

(dollar amounts in millions)

2025

2024

2023

Consumer & Regional Banking

$

1,462 

$

1,512 

$

1,315 

Commercial Banking

1,125 

1,153 

1,179 

Treasury / Other

(376)

(725)

(543)

Net income attributable to Huntington

$

2,211 

$

1,940 

$

1,951 

Consumer & Regional Banking

Table 30 - Key Performance Indicators for Consumer & Regional Banking

Year Ended December 31,

Change from 2024

Year Ended December 31,

(dollar amounts in millions unless otherwise noted)

2025

2024

Amount

Percent

2023

Net interest income

$

4,127 

$

4,070 

$

57 

1 

%

$

3,717 

Provision for credit losses

309 

284 

25 

9 

246 

Net interest income after provision for credit losses

3,818 

3,786 

32 

1 

3,471 

Noninterest income

1,424 

1,301 

123 

9 

1,257 

Noninterest expense:

Direct personnel costs

1,229 

1,135 

94 

8 

1,138 

Other noninterest expense, including corporate allocations

2,163 

2,038 

125 

6 

1,926 

Total noninterest expense

3,392 

3,173 

219 

7 

3,064 

Income before income taxes

1,850 

1,914 

(64)

(3)

1,664 

Provision for income taxes

388 

402 

(14)

(3)

349 

Net income attributable to Huntington

$

1,462 

$

1,512 

$

(50)

(3)

%

$

1,315 

Number of employees (average full-time equivalent)

11,308 

11,191 

117 

1 

%

11,536 

Total average assets

$

80,570 

$

75,021 

$

5,549 

7 

$

71,214 

Total average loans/leases

74,417 

69,181 

5,236 

8 

65,349 

Total average deposits

112,223 

110,180 

2,043 

2 

105,821 

Net interest margin

3.61 

%

3.63 

%

(0.02)

%

(1)

3.45 

%

NCOs

$

257 

$

215 

$

42 

20 

$

155 

NCOs as a % of average loans and leases

0.35 

%

0.31 

%

0.04 

%

13 

0.24 

%

Total assets under management (in billions)—eop

$

37.5 

$

34.0 

$

3.5 

11 

$

29.0 

Total trust assets (in billions)—eop

55.7 

198.7 

(143.0)

(72)

172.2 

Consumer & Regional Banking reported net income of $1.5 billion in 2025, a decrease of $50 million, or 3%, compared to the year-ago period. Segment net interest income increased $57 million, or 1%, primarily due to a $5.2 billion, or 8%, increase in average loans and leases, which includes the loans acquired in the Veritex acquisition. The provision for credit losses increased $25 million, or 9%, driven by a combination of current year loan and lease growth and increased charge-off activity. Noninterest income increased $123 million, or 9%, mostly due to increased wealth and asset management revenue, payments and cash management revenue due to increased merchant acquiring and card transaction revenue, and a gain on the sale of a portion of the trust and custody business that also reduced total trust assets. Noninterest expense increased $219 million, or 7%, primarily due to the allocation of higher indirect expenses in addition to higher direct personnel costs.

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Commercial Banking

Table 31 - Key Performance Indicators for Commercial Banking

Year Ended December 31,

Change from 2024

Year Ended December 31,

(dollar amounts in millions unless otherwise noted)

2025

2024

Amount

Percent

2023

Net interest income

$

2,150 

$

2,123 

$

27 

1 

%

$

2,162 

Provision for credit losses

154 

136 

18 

13 

156 

Net interest income after provision for credit losses

1,996 

1,987 

9 

— 

2,006 

Noninterest income

761 

716 

45 

6 

646 

Noninterest expense:

Direct personnel costs

617 

607 

10 

2 

502 

Other noninterest expense, including corporate allocations

693 

611 

82 

13 

632 

Total noninterest expense

1,310 

1,218 

92 

8 

1,134 

Income before income taxes

1,447 

1,485 

(38)

(3)

1,518 

Provision for income taxes

304 

312 

(8)

(3)

319 

Income attributable to non-controlling interest

18 

20 

(2)

(10)

20 

Net income attributable to Huntington

$

1,125 

$

1,153 

$

(28)

(2)

%

$

1,179 

Number of employees (average full-time equivalent)

2,246 

2,408 

(162)

(7)

%

2,276 

Total average assets

$

71,447 

$

63,652 

$

7,795 

12 

$

63,932 

Total average loans/leases

62,016 

55,075 

6,941 

13 

55,385 

Total average deposits

45,727 

38,731 

6,996 

18 

36,152 

Net interest margin

3.33 

%

3.66 

%

(0.33)

%

(9)

3.74 

%

NCOs

$

59 

$

156 

$

(97)

(62)

$

119 

NCOs as a % of average loans and leases

0.10 

%

0.28 

%

(0.18)

%

(64)

0.21 

%

Commercial Banking reported net income of $1.1 billion in 2025, a decrease of $28 million, or 2%, compared to the year-ago period. Segment net interest income increased $27 million, or 1%, driven by a $6.9 billion, or 13%, increase in average loans and leases, which includes the loans acquired in the Veritex acquisition, and a $7.0 billion, or 18%, increase in average deposits, which includes the deposits acquired in the Veritex acquisition. This was partially offset by a 33 basis point decrease in NIM driven by the lower rate environment. The provision for credit losses increased $18 million, or 13%, due primarily to loan and lease growth, partially offset by lower net charge-offs and a lower ACL coverage ratio. Noninterest income increased $45 million, or 6%, primarily due to increases in customer deposit and loan fees, capital markets and advisory fees, and payments and cash management revenue. Noninterest expense increased $92 million, or 8%, primarily due to an increase in allocated overhead expense.

Treasury / Other

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives (including mark-to-market of interest rate swaps, as applicable), and equity not directly assigned or allocated to one of the business segments. Assets include investment securities and bank owned life insurance.

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Net interest income includes the impact of administering our investment securities portfolios, the net impact of derivatives used to hedge interest rate sensitivity, and the financial impact associated with our FTP methodology, as described above. Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses. Noninterest expense includes certain corporate administrative expenses, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments. The provision for income taxes for the business segments is calculated at a statutory 21% tax rate, although our overall effective tax rate is lower.

Table 32 - Key Performance Indicators for Treasury / Other

Year Ended December 31,

Change from 2024

Year Ended December 31,

(dollar amounts in millions unless otherwise noted)

2025

2024

Amount

Percent

2023

Net interest loss

$

(286)

$

(848)

$

562 

66 

%

$

(440)

Noninterest income (loss)

(10)

23 

(33)

(143)

18 

Noninterest expense:

Direct personnel costs

1,149 

959 

190 

20 

889 

Other noninterest expense, including corporate allocations

(836)

(788)

(48)

(6)

(513)

Total noninterest expense

313 

171 

142 

83 

376 

Loss before income taxes

(609)

(996)

387 

39 

(798)

Benefit for income taxes

(233)

(271)

38 

14 

(255)

Net loss attributable to Huntington

$

(376)

$

(725)

$

349 

48 

%

$

(543)

Number of employees (average full-time equivalent)

6,870 

6,334 

536 

8 

%

6,143 

Total average assets

$

58,746 

$

57,587 

$

1,159 

2 

$

52,410 

Treasury / Other reported a net loss of $376 million in 2025, compared to a net loss of $725 million in the year-ago period. The decrease in net loss was primarily due to lower net interest loss, partially offset by acquisition-related expenses recognized, lower noninterest income, and a decrease in benefit for income taxes. Net interest loss decreased $562 million primarily due to the net impact of FTP credits assigned to each business segment and hedging. Noninterest expense increased $142 million primarily due to acquisition-related expenses recognized in the current year. The benefit for income taxes decreased $38 million primarily due to a decrease in pre-tax loss, partially offset by a reduction in the Company’s effective tax rate as a result of the remeasurement of deferred tax assets for change in certain state tax laws which were enacted in the second quarter of 2025.

ADDITIONAL DISCLOSURES

Forward-Looking Statements

This Annual Report on Form 10-K, including MD&A, contains 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.

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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 matters, 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 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 uninsured 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; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the 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 Act and the Basel III regulatory capital reforms, as well as those involving the SEC, the OCC, the Federal Reserve, the FDIC, the CFPB, 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.

Non-GAAP Financial Measures

This document contains GAAP financial measures and non-GAAP financial measures, including FTE net interest income and FTE total revenue, where management believes it to be helpful in understanding our results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in Table 1 in this report.

Fully-Taxable Equivalent Basis

Interest income, yields, and ratios on an FTE basis are considered non-GAAP financial measures. Management believes net interest income on an FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a federal statutory tax rate of 21%. We encourage readers to consider the Consolidated Financial Statements and other financial information contained in this Form 10-K in their entirety, and not to rely on any single financial measure.

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Non-Regulatory Capital Ratios

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including tangible common equity to tangible assets.

Non-regulatory capital ratios are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market conditions. Additionally, presentation of these ratios allows readers to compare our capitalization to other financial services companies. These ratios differ from capital ratios defined by banking regulators principally in that the numerator excludes goodwill and other intangible assets, the nature and extent of which varies among different financial services companies. These ratios are not defined in GAAP or federal banking regulations. As a result, non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.

Because there are no standardized definitions for non-regulatory capital ratios, the Company’s calculation methods may differ from those used by other financial services companies. Also, there may be limits in the usefulness of these measures to investors. As a result, we encourage readers to consider the Consolidated Financial Statements and other financial information contained in this Form 10-K in their entirety, and not to rely on any single financial measure.

Risk Factors

More information on risk is discussed in the Risk Factors section included in Item 1A: “Risk Factors” of this report. Additional information regarding risk factors can also be found in the Risk Management and Capital discussion of this report, as well as the “Regulatory Matters” section included in Item 1: Business of this report.

Critical Accounting Policies and Use of Significant Estimates

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 1 - “Significant Accounting Policies” of the Notes to Consolidated Financial Statements, which is incorporated by reference into this MD&A, describes the significant accounting policies we used in our Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. Our most significant accounting policies and estimates and their related application are discussed below.

Allowance for Credit Losses

Our ACL at December 31, 2025 represents our current estimate of the lifetime credit losses expected from our loan and lease portfolio and our unfunded lending commitments. Management estimates the ACL by projecting probability of default, loss given default, and exposure at default, conditional on economic parameters, for the remaining contractual term. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, the portfolio performance, and assigned risk ratings. We utilize statistically based models that employ assumptions about current and future economic conditions throughout the contractual life of our loan portfolio. As part of our model risk oversight, we perform ongoing monitoring of model performance to assess modeling approaches and identify potential model enhancements, which may result in updates to our statistically based models from time to time.

One of the most significant judgments influencing the ACL estimate is the macroeconomic forecasts. Key external economic parameters that directly impact our loss modeling framework include forecasted unemployment rates and GDP. Changes in the economic forecasts could significantly affect the estimated credit losses, which could potentially lead to materially different allowance levels from one reporting period to the next.

Given the dynamic relationship between macroeconomic variables within our modeling framework, it is difficult to estimate the impact of a change in any one individual variable on the allowance. As a result, management uses a probability-weighted approach that incorporates a baseline, an adverse, and a more favorable economic scenario when formulating the quantitative estimate.

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To illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario reflecting an amount of stress in excess of current expectations. This scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence more than expected. In this scenario, the impact of tariffs and immigration policy on the economy is significantly worse than expected, causing inflation to increase. Increased geopolitical tensions heighten the risk that China might block the Taiwan strait, limiting the supply chain for semiconductors and raising fears of a broader conflict. Additionally, concerns grow that the Russian invasion of Ukraine lasts longer than in the baseline scenario and that the Middle East conflict will widen. The combination of tariffs, rising inflation, political tensions, still elevated interest rates, and reduced credit availability causes the economy to fall into a recession in the first quarter of 2026. Under this scenario, as an example, the unemployment rate increases significantly from baseline levels and remains elevated for a prolonged period. The unemployment rate in this adverse scenario is projected to peak at 8.4% in the first quarter of 2027, approximately 360 basis points higher than the baseline scenario projection of 4.8% at the end of 2026. In addition, GDP is significantly lower in the adverse scenario, with a projected decline of 1.2% for the full year of 2026, compared to growth of 2.0% in the baseline scenario.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at December 31, 2025, management calculated the difference between our quantitative ACL and this 100% adverse scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of approximately $0.8 billion at December 31, 2025.

The resulting difference is not intended to represent an expected increase in allowance levels for a number of reasons including the following:

•Management uses a weighted approach applied to multiple economic scenarios for its allowance estimation process;

•The highly uncertain economic environment;

•The difficulty in predicting the inter-relationships between the economic parameters used in the various economic scenarios; and

•The sensitivity estimate does not account for any general reserve components and associated risk profile adjustments incorporated by management as part of its overall allowance framework.

We regularly review our ACL for appropriateness by performing on-going evaluations of the loan and lease portfolio. In doing so, we consider factors such as the differing economic risks associated with each loan category, the financial condition of specific borrowers, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or other documented support. We also evaluate the impact of changes in key economic parameters and overall economic conditions on the ability of borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date. Large loan exposures may be addressed through a portfolio heterogeneity reserve. We also consider how significant changes in underwriting policies and procedures could impact the ACL, including consideration of material changes in portfolio growth rates or credit terms. Any changes to management and staffing that could impact lending, collections, or other relevant departments that could increase risk within the allowance process are also contemplated. Observed changes in the quality of the credit review process identified by the second and third line reviews are also given appropriate consideration.

There is no certainty that our ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or our markets, such as geopolitical instability or risks of elevated interest rates for longer including a near-term recession, could severely impact our current expectations. If the credit quality of our customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, our net income and capital could be materially adversely affected which, in turn, could have a material adverse effect on our financial condition and results of operations. The extent to which the geopolitical instability and risks of elevated interest rates will continue to negatively impact our businesses, financial condition, liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision. For more information, see Note 5 - “Loans and Leases” and Note 6 - “Allowance For Credit Losses” of the Notes to Consolidated Financial Statements.

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Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination as of the acquisition date. The valuation of assets acquired and liabilities assumed in a business combination often involves estimates based on third-party valuations or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective. Goodwill is assigned to our reporting units and is subject to impairment testing at least annually. At December 31, 2025, goodwill totaled $6.0 billion, with $3.9 billion and $2.1 billion assigned to our Consumer & Regional Banking and Commercial Banking reporting units, respectively.

Management reviews the goodwill of each reporting unit for impairment on an annual basis as of October 1 or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value. For our annual impairment review, management performs a quantitative test of each of our reporting units using a weighted income and market-based approach. The income approach utilizes a discounted cash flow analysis for each reporting unit considering several inputs and assumptions for revenues and expenses, and the market-based approach utilizes comparable public company information. The process of evaluating the fair value of a reporting unit is subjective, involving management assumptions, estimates, and forecasts.

Based on our annual impairment analysis of goodwill as of October 1, 2025, it was determined that the fair value of each reporting unit was in excess of its respective carrying value as of that date; therefore, goodwill is considered not impaired. The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions. Therefore, Huntington performs additional sensitivity analyses around the discount rate and other assumptions utilized in order to assess the reasonableness of the rates and the resulting estimated fair values. This sensitivity analysis, which included a 100-basis point increase in discount rates, as well as other assumptions being negatively impacted, indicated that the estimated fair values of Huntington’s reporting units would not fall below their carrying value, and therefore, would not result in goodwill impairment.

Subsequent to the completion of our annual impairment test, we completed the acquisition of Veritex, which resulted in the recognition of additional goodwill of $450 million. Because this goodwill arose after our annual testing date, it was not included in the annual impairment analysis performed as of October 1, 2025. However, the addition of Veritex did not change our conclusion with respect to goodwill impairment and no triggering event occurred through the end of the year that required a reassessment of goodwill. The goodwill recognized in connection with the acquisition has been assigned to our reporting units based on our assessment of how the acquired business will be integrated and how its operations will be managed. For more information, see Note 8 - “Goodwill and Other Intangible Assets” to the Notes to the Consolidated Financial Statements.

Recent Accounting Pronouncements and Developments

Note 2 - “Accounting Standards Update” of the Notes to Consolidated Financial Statements discusses new accounting pronouncements adopted during 2025 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted, if applicable. To the extent the adoption of new accounting standards materially affects financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to Consolidated Financial Statements.
