Huntington Bancshares (HBAN) 10-K risk factor changes: FY2025 vs FY2024

The risks and uncertainties listed below present risks that could have a material impact on Huntington’s financial condition, [removed: the] results of operations, or its business.

Additionally, refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “[Risk [removed: Governance](#i47ddae17145549aeb46548898835e4ac_124)”] [added: Management](#i58d7c8a6fea6413eaf952b6f196a5534_145)”] section of our MD&A.

[removed: Our] [added: - Our] ACL level may prove to not be adequate or be negatively affected by credit risk [removed: exposures] [added: exposures,] which could adversely affect our net income and [removed: capital.][added: capital.]

Our ACL of [removed: $2.4] [added: $2.7] billion at December 31, [removed: 2024,] [added: 2025,] represented management’s estimate of the current expected losses in our loan and lease portfolio (ALLL), as well as our unfunded lending commitments (AULC).

In addition, regulatory review of risk ratings and loan and lease losses may impact the level of [removed: the] [added: our] ACL and could have a material adverse effect on our financial condition and results of operations.

If our interest earning assets mature or reprice faster than interest bearing liabilities in a declining interest rate environment, [added: our] net interest income could be materially adversely impacted.

Likewise, if interest bearing liabilities mature or reprice more quickly than interest earning assets in a rising interest rate environment, [added: our] net interest income could be adversely impacted.

For more information, refer to “[Market [removed: Risk](#i47ddae17145549aeb46548898835e4ac_133)”] [added: Risk](#i58d7c8a6fea6413eaf952b6f196a5534_154)”] section of the MD&A.

Certain investment securities, notably mortgage-backed securities, are sensitive to rising and falling [added: interest] rates.

In addition to volatility associated with interest rates, the Company also has exposure to equity markets related to the investments within [removed: the] [added: our] benefit plans and other income from client-based transactions.

These inflationary pressures could [added: also] result in missed earnings and budgetary projections causing our stock price to suffer.

For more information, refer to [removed: “[Competition](#i47ddae17145549aeb46548898835e4ac_25)”] [added: “[Competition](#i58d7c8a6fea6413eaf952b6f196a5534_28)”] section of Item 1: Business.

[removed: We] [added: - We] are a holding company and depend on dividends [removed: by] [added: from] our subsidiaries for liquidity [removed: needs.][added: needs.]

It is possible, depending upon the financial [removed: condition] [added: condition,] including liquidity and capital adequacy of the [removed: Bank] [added: Bank,] and other factors, that the OCC could limit the payment of dividends or other payments to Huntington by the Bank.

Additional information regarding dividend restrictions is provided in Item 1: Business - “[Regulatory [removed: Matters](#i47ddae17145549aeb46548898835e4ac_31).”][added: Matters](#i58d7c8a6fea6413eaf952b6f196a5534_34).”]

We maintain a portfolio of [removed: highly-rated,] [added: highly rated,] marketable securities that is available as a source of liquidity.

For example, global conflicts (including the continuing conflicts involving Ukraine and the Russian Federation and those in the Middle East) or other similar events, as well as government actions [removed: of] [added: or] other restrictions in connection with such events, and trade negotiations between the U.S. and other nations could adversely impact economic and market conditions for the Company and its clients and counterparties.

Such events may include: sudden increases in customer transaction volume; electrical, telecommunications, or other major service outages; [added: disruptions in] client access to our digital platforms and mobile applications; disease pandemics; cyber-attacks or other information or security breaches; software or hardware failures; and events arising from local or larger scale political or social matters, including wars and terrorist attacks.

[removed: For more information on cybersecurity risks, see “[Risk Factors—Compliance Risks](#i47ddae17145549aeb46548898835e4ac_3338)—We] [added: - We] face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our [removed: employees,] [added: colleagues,] contractors, [removed: colleagues] and customers, malware intrusion or data corruption attempts, and identity [removed: theft,] [added: theft] that could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or [removed: reputation] [added: reputation,] and create significant legal and financial [removed: exposure.”][added: exposure.]

[removed: This updating entails] [added: These updates entail] significant costs and [removed: creates] [added: create] risks associated with implementing new systems and integrating them with existing ones, including business interruptions.

For more information regarding the Company’s process for assessing, identifying, and managing material risks from cybersecurity threats, refer to Item 1C: [removed: [Cybersecurity](#i47ddae17145549aeb46548898835e4ac_55).][added: [Cybersecurity](#i58d7c8a6fea6413eaf952b6f196a5534_79).]

Even when a disruption, compromise, or failure is prevented, mitigated, or remediated in a timely manner, doing so may [removed: have required expending] [added: require] substantial resources and management attention or [removed: taking] other actions that could adversely affect customer satisfaction or retention, as well as harm our reputation.

We, [added: along with] our customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks or other information or security breaches.

Remote work further increases the risk that we may experience cyber-attack or other information or security breaches as a result of our [removed: employees,] colleagues, contractors, and other third parties with which we do business or upon which we rely working remotely on less secure systems and environments.

[removed: Hacking] [added: Risks related to the hacking] of confidential, proprietary, personal, and other information and identity theft risks, in particular, could cause serious reputational harm.

Moreover, negative public opinion can result from our actual or alleged conduct in any number of activities, including [removed: clients,] [added: relating to our customers,] products, and business practices; corporate governance; acquisitions; and from actions taken by government regulators and community organizations in response to those activities.

Some of our decisions that the regulators evaluate, including distributions to our shareholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information [removed: are] [added: is] insufficient.

When entering a third-party relationship, the risks associated with that activity are not passed to the [removed: third-party] [added: third party] but remain our responsibility.

Increased risk could occur based on poor planning, oversight, control, and inferior performance or service on the part of the [removed: third-party] [added: third party] and may result in legal costs or loss of business.

For further discussion, see Note 2 - “[Accounting Standards [removed: Update](#i47ddae17145549aeb46548898835e4ac_229)”] [added: Update](#i58d7c8a6fea6413eaf952b6f196a5534_250)”] to the Consolidated Financial Statements.

If goodwill were to become impaired, it could limit the ability of the Bank to pay dividends to Huntington, adversely impacting Huntington liquidity and ability to pay dividends [added: to shareholders] or repay debt.

At December 31, [removed: 2024,] [added: 2025,] the book value of our goodwill was [removed: $5.6] [added: $6.0] billion, substantially all of which was recorded at the Bank.

Any such write down of goodwill or other [removed: acquisition related] [added: acquisition-related] intangibles will reduce Huntington’s earnings, as well.

The physical risks of climate change include discrete events, such as [removed: flooding] [added: flooding, hurricanes,] and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.

We use AI in connection with our business and [removed: operations.][added: operations, including through the models we employ.]

Further, there can be no assurance that our use of AI will be successful in enhancing our business or [removed: operations] [added: operations, be successfully adopted and deployed by our colleague base,] or otherwise result in our intended outcomes, and our competitors may incorporate AI into their businesses or operations more quickly or more successfully than us.

These laws and regulations, many of which are discussed in Item 1: Business - “[Regulatory [removed: Matters](#i47ddae17145549aeb46548898835e4ac_31),”] [added: Matters](#i58d7c8a6fea6413eaf952b6f196a5534_34),”] among other matters, prescribe minimum capital requirements, impose limitations on our business activities (including foreclosure and collection practices), limit the dividend or distributions that we can pay, restrict the ability of institutions to guarantee our debt, and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than GAAP.

Under the supervision of the CFPB, our consumer and business banking products and services are subject to heightened regulatory oversight and scrutiny with respect to compliance [removed: under] [added: with] consumer laws and regulations.

[removed: We expect the] [added: The] Trump administration [removed: will seek] [added: has sought] to implement a regulatory reform agenda that is significantly different than that of the Biden administration.

[removed: We expect there will be] [added: There have been] changes in rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.

Risk Factors Summary

The following is a summary of material risks that could adversely affect Huntington’s business, financial condition, results of operation, or business.

Credit Risks

- Weakness in economic conditions could adversely affect our business.

- Our emphasis on commercial lending may expose us to increased lending risks.

Market Risks

- Changes in interest rates could reduce our net interest income, reduce transactional income, and negatively impact the value of our loans, securities, and other assets.

This could have an adverse impact on our cash flows, financial condition, results of operations, and capital.

- Inflation could negatively impact our business, our profitability, and our stock price.

- Industry competition may have an adverse effect on our success.

Liquidity Risks

- Changes in Huntington’s financial condition or in the general banking industry, or changes in interest rates, could result in a loss of depositor confidence.

- If we lose access to capital markets, we may not be able to meet the cash flow requirements of our depositors, creditors, and borrowers, or have the operating cash needed to fund corporate expansion and other corporate activities.

- A reduction in our credit rating could adversely affect our access to capital and could increase our cost of funds.

- Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.

Operational Risks

- Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our operations, liquidity, and financial condition, as well as cause legal or reputational harm.

- We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets.

- We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.

Acquisitions present several risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into Huntington after closing.

- Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price.

- We rely on quantitative models to measure risks and to estimate certain financial values.

- We rely on third parties to provide key components of our business infrastructure.

- Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations.

- Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.

- Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers.

- We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.

Compliance Risks

- We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model.

- Legislative and regulatory actions taken now or in the future that impact the financial industry may materially adversely affect us by increasing our costs, adding complexity in doing business, impeding the efficiency of our internal business processes, negatively impacting the recoverability of certain of our recorded assets, requiring us to increase our regulatory capital, limiting our ability to pursue business opportunities, and otherwise resulting in a material adverse impact on our financial condition, results of operation, liquidity, or stock price.

- The resolution of significant pending litigation, if unfavorable, could have an adverse effect on our results of operations for a particular period.

- Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss.

- Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.

Strategic Risks

- We operate in a highly competitive industry which depends on our ability to successfully execute our strategic plan and adapt our products and services to evolving industry standards and consumer preferences.

- We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.

- Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S. Basel III capital and liquidity standards, could require higher levels of capital and liquidity.

Among other things, these regulations could impact our ability to pay common stock dividends, repurchase common stock, attract cost-effective sources of deposits, or require the retention of higher amounts of low yielding securities.

Reputational Risk

- Damage to our reputation could significantly harm our business, including our competitive position and business prospects.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

2024 Form 10-K 29

We may, from time-to-time, consider using our existing liquidity position to opportunistically retire outstanding securities in privately negotiated or open market transactions.

2024 Form 10-K 31

2024 Form 10-K 33

Relative to acquisitions, we incur risks and challenges associated with the integration of employees, accounting systems, and technology platforms from acquired businesses and institutions in a timely and efficient manner, and we cannot guarantee that we will be successful in retaining existing customer relationships or achieving anticipated operating efficiencies expected from such acquisitions.

Acquisitions may be subject to the receipt of approvals from certain governmental authorities, including the Federal Reserve, the OCC, and the DOJ, as well as the approval of our shareholders and the shareholders of companies that we seek to acquire.

These approvals for acquisitions may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the acquisitions.

Subject to requisite regulatory approvals, future business acquisitions may result in the issuance and payment of additional shares of stock, which would dilute current shareholders’ ownership interests.

Additionally, acquisitions may involve the payment of a premium over book and market values.

Therefore, dilution of our tangible book value and net income per common share could occur in connection with any future transaction.

2024 Form 10-K 35

2024 Form 10-K 37

2024 Form 10-K 39

For example, the federal bank regulatory agencies (namely, the Federal Reserve, FDIC and OCC) have proposed regulations that would enhance cyber risk management standards, which would apply to a wide range of large financial institutions and their third-party service providers, including us and the Bank, and would focus on cyber risk governance and management, management of internal and external dependencies, incident response, cyber resilience, and situational awareness.

Although the FDIC and OCC each withdrew this proposal, the Federal Reserve has not withdrawn its propose and may still propose such a rule.

2024 Form 10-K 41

Reputation Risk:

The MD&A should be read in conjunction with the [Consolidated Financial [removed: Statements](#i47ddae17145549aeb46548898835e4ac_190),] [added: Statements](#i58d7c8a6fea6413eaf952b6f196a5534_226),] [Notes to Consolidated Financial [removed: Statements](#i47ddae17145549aeb46548898835e4ac_220),] [added: Statements](#i58d7c8a6fea6413eaf952b6f196a5534_241),] and other information contained in this report.

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 [removed: “Forward-Looking Statements”] [added: “[Forward-Looking Statements](#i1694e5409b36435194f4020ae3f828b4_25991)”] and those set forth in [removed: Item 1A.][added: “[Item 1A](#i58d7c8a6fea6413eaf952b6f196a5534_43)[: Risk Factors](#i58d7c8a6fea6413eaf952b6f196a5534_43)”.]

[removed: 46 Huntington] [added: | Huntington] Bancshares [removed: Incorporated][added: Incorporated | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: 2024] [added: 2025] Financial Performance Review

| Table 1 - Selected [removed: Year to Date] [added: Year-to-Date] Income Statement Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | Change from [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | Change from [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| *(amounts in millions, except per share data)* | | | [removed: 2024] [added: 2025] | | | | | | Amount | | | | | | Percent | | | | | | [removed: 2023] [added: 2024] | | | | | | Amount | | | | | | Percent | | | | | | [removed: 2022] [added: 2023] | | |

| Interest income | | | $ | [removed: 9,921] [added: 10,310] | | | | | $ | [removed: 1,005] [added: 389] | | | | | [removed: 11] [added: 4] | | % | | | | $ | [removed: 8,916] [added: 9,921] | | | | | $ | [removed: 2,947] [added: 1,005] | | | | | [removed: 49] [added: 11] | | % | | | | $ | [removed: 5,969] [added: 8,916] | |

| Interest expense | | | [removed: 4,576] [added: 4,319] | | | | | | [removed: 1,099] [added: (257)] | | | | | | [removed: 32] [added: (6)] | | | | | | [removed: 3,477] [added: 4,576] | | | | | | [removed: 2,781] [added: 1,099] | | | | | | [removed: 400] [added: 32] | | | | | | [removed: 696] [added: 3,477] | | |

| Net interest income | | | [removed: 5,345] [added: 5,991] | | | | | | [removed: (94)] [added: 646] | | | | | | [removed: (2)] [added: 12] | | | | | | [removed: 5,439] [added: 5,345] | | | | | | [removed: 166] [added: (94)] | | | | | | [removed: 3] [added: (2)] | | | | | | [removed: 5,273] [added: 5,439] | | |

| Provision for credit losses | | | [removed: 420] [added: 463] | | | | | | [removed: 18] [added: 43] | | | | | | [removed: 4] [added: 10] | | | | | | [removed: 402] [added: 420] | | | | | | [removed: 113] [added: 18] | | | | | | [removed: 39] [added: 4] | | | | | | [removed: 289] [added: 402] | | |

| Net interest income after provision for credit losses | | | [removed: 4,925] [added: 5,528] | | | | | | [removed: (112)] [added: 603] | | | | | | [removed: (2)] [added: 12] | | | | | | [removed: 5,037] [added: 4,925] | | | | | | [removed: 53] [added: (112)] | | | | | | [removed: 1] [added: (2)] | | | | | | [removed: 4,984] [added: 5,037] | | |

| Noninterest income | | | [removed: 2,040] [added: 2,175] | | | | | | [removed: 119] [added: 135] | | | | | | [removed: 6] [added: 7] | | | | | | [removed: 1,921] [added: 2,040] | | | | | | [removed: (60)] [added: 119] | | | | | | [removed: (3)] [added: 6] | | | | | | [removed: 1,981] [added: 1,921] | | |

| Noninterest expense | | | [removed: 4,562] [added: 5,015] | | | | | | [removed: (12)] [added: 453] | | | | | | [removed: —] [added: 10] | | | | | | [removed: 4,574] [added: 4,562] | | | | | | [removed: 373] [added: (12)] | | | | | | [removed: 9] [added: —] | | | | | | [removed: 4,201] [added: 4,574] | | |

| Income before income taxes | | | [removed: 2,403] [added: 2,688] | | | | | | [removed: 19] [added: 285] | | | | | | [removed: 1] [added: 12] | | | | | | [removed: 2,384] [added: 2,403] | | | | | | [removed: (380)] [added: 19] | | | | | | [removed: (14)] [added: 1] | | | | | | [removed: 2,764] [added: 2,384] | | |

| Provision for income taxes | | | [removed: 443] [added: 459] | | | | | | [removed: 30] [added: 16] | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 413] [added: 443] | | | | | | [removed: (102)] [added: 30] | | | | | | [removed: (20)] [added: 7] | | | | | | [removed: 515] [added: 413] | | |

| Income after income taxes | | | [removed: 1,960] [added: 2,229] | | | | | | [removed: (11)] [added: 269] | | | | | | [removed: (1)] [added: 14] | | | | | | [removed: 1,971] [added: 1,960] | | | | | | [removed: (278)] [added: (11)] | | | | | | [removed: (12)] [added: (1)] | | | | | | [removed: 2,249] [added: 1,971] | | |

| Income attributable to non-controlling interest | | | [removed: 20] [added: 18] | | | | | | [removed: —] [added: (2)] | | | | | | [removed: —] [added: (10)] | | | | | | 20 | | | | | | [removed: 9] [added: —] | | | | | | [removed: 82] [added: —] | | | | | | [removed: 11] [added: 20] | | |

| Net income attributable to Huntington | | | [removed: 1,940 | | | | |] [added: $] | [removed: (11)] [added: 2,211] | | | | | [added: $] | [removed: (1)] [added: 1,940] | | | | | [added: $] | 1,951 | | [removed: | | | | (287) | | | | | | (13) | | | | | | 2,238 | | |]

| Dividends on preferred shares | | | [removed: 134] [added: 124] | | | | | | [removed: (8)] [added: (10)] | | | | | | [removed: (6)] [added: (7)] | | | | | | [removed: 142] [added: 134] | | | | | | [removed: 29] [added: (8)] | | | | | | [removed: 26] [added: (6)] | | | | | | [removed: 113] [added: 142] | | |

| Impact of preferred stock redemptions and repurchases | | | [removed: 5] [added: —] | | | | | | [removed: 13] [added: (5)] | | | | | | NM | | | | | | [removed: (8)] [added: 5] | | | | | | [removed: (8)] [added: 13] | | | | | | NM | | | | | | [removed: —] [added: (8)] | | |

| Net income applicable to common shares | | | $ | [removed: 1,801] [added: 2,087] | | | | | $ | [removed: (16)] [added: 286] | | | | | [removed: (1)] [added: 16] | | % | | | | $ | [removed: 1,817] [added: 1,801] | | | | | $ | [removed: (308)] [added: (16)] | | | | | [removed: (14)] [added: (1)] | | % | | | | $ | [removed: 2,125] [added: 1,817] | |

| Average common shares—basic | | | [removed: 1,451] [added: 1,479] | | | | | | [removed: 5] [added: 28] | | | | | | [removed: —] [added: 2] | | % | | | | [removed: 1,446] [added: 1,451] | | | | | | 5 | | | | | | — | | % | | | | [removed: 1,441] [added: 1,446] | | |

| Average common shares—diluted | | | [removed: 1,476] [added: 1,505] | | | | | | [removed: 8] [added: 29] | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 1,468] [added: 1,476] | | | | | | [removed: 3] [added: 8] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 1,465] [added: 1,468] | | |

| Net income per common share—basic | | | $ | [removed: 1.24] [added: 1.41] | | | | | $ | [removed: (0.02)] [added: 0.17] | | | | | [removed: (2)] [added: 14] | | | | | | $ | [removed: 1.26] [added: 1.24] | | | | | $ | [removed: (0.21)] [added: (0.02)] | | | | | [removed: (14)] [added: (2)] | | | | | | $ | [removed: 1.47] [added: 1.26] | |

| Net income per common share—diluted | | | [removed: 1.22] [added: 1.39] | | | | | | [removed: (0.02)] [added: 0.17] | | | | | | [removed: (2)] [added: 14] | | | | | | [removed: 1.24] [added: 1.22] | | | | | | [removed: (0.21)] [added: (0.02)] | | | | | | [removed: (14)] [added: (2)] | | | | | | [removed: 1.45] [added: 1.24] | | |

| Cash dividends declared [added: per common share] | | | 0.62 | | | | | | — | | | | | | — | | | | | | 0.62 | | | | | | — | | | | | | — | | | | | | 0.62 | | |

| Return on average [removed: total] assets | | | [removed: 0.99] [added: 1.05] | | % | | | | | | | | | | | | | | | | [removed: 1.04] [added: 0.99] | | % | | | | | | | | | | | | | | | | [removed: 1.25] [added: 1.04] | | % |

| Return on average common shareholders’ equity | | | [removed: 10.4] [added: 10.8] | | | | | | | | | | | | | | | | | | [removed: 11.2] [added: 10.4] | | | | | | | | | | | | | | | | | | [removed: 13.2] [added: 11.2] | | |

| Return on average tangible common shareholders’ equity (1) | | | 15.7 | | | | | | | | | | | | | | | | | | [removed: 17.6] [added: 15.7] | | | | | | | | | | | | | | | | | | [removed: 20.7] [added: 17.6] | | |

| Net interest margin (2) | | | [removed: 3.00] [added: 3.13] | | | | | | | | | | | | | | | | | | [removed: 3.19] [added: 3.00] | | | | | | | | | | | | | | | | | | [removed: 3.25] [added: 3.19] | | |

| Efficiency ratio (3) | | | [removed: 60.5] [added: 59.9] | | | | | | | | | | | | | | | | | | [removed: 61.0] [added: 60.5] | | | | | | | | | | | | | | | | | | [removed: 56.9] [added: 61.0] | | |

| Net interest income | | | $ | [removed: 5,345] [added: 5,991] | | | | | $ | [removed: (94)] [added: 646] | | | | | [removed: (2)] [added: 12] | | % | | | | $ | [removed: 5,439] [added: 5,345] | | | | | $ | [removed: 166] [added: (94)] | | | | | [removed: 3] [added: (2)] | | % | | | | $ | [removed: 5,273] [added: 5,439] | |

| FTE adjustment (2) | | | [removed: 53] [added: 65] | | | | | | [removed: 11] [added: 12] | | | | | | [removed: 26] [added: 23] | | | | | | [removed: 42] [added: 53] | | | | | | 11 | | | | | | [removed: 35] [added: 26] | | | | | | [removed: 31] [added: 42] | | |

| Net interest income, FTE [removed: (non-GAAP)(2)] [added: (non-GAAP) (2)] | | | [removed: 5,398] [added: 6,056] | | | | | | [removed: (83)] [added: 658] | | | | | | [removed: (2)] [added: 12] | | | | | | [removed: 5,481] [added: 5,398] | | | | | | [removed: 177] [added: (83)] | | | | | | [removed: 3] [added: (2)] | | | | | | [removed: 5,304] [added: 5,481] | | |

| Total revenue, FTE [removed: (non-GAAP)(2)] [added: (non-GAAP) (2)] | | | $ | [removed: 7,438] [added: 8,231] | | | | | $ | [removed: 36] [added: 793] | | | | | [removed: —] [added: 11] | | % | | | | $ | [removed: 7,402] [added: 7,438] | | | | | $ | [removed: 117] [added: 36] | | | | | [removed: 2] [added: —] | | % | | | | $ | [removed: 7,285] [added: 7,402] | |

Expense for amortization of intangibles and average [added: intangible] assets are net of deferred [removed: tax liability] [added: taxes] and calculated assuming a 21% tax rate.

(2) [removed: On] [added: Calculated on] an FTE [removed: basis] [added: 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 [removed: gains.][added: gains (losses).]

In [removed: 2024,] [added: 2025,] we reported net income of [removed: $1.9] [added: $2.2] billion, or [removed: $1.22] [added: $1.39] per diluted common share, compared with net income in [removed: 2023] [added: 2024] of [removed: $2.0] [added: $1.9] billion, or [removed: $1.24] [added: $1.22] per diluted common share.

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](#i1694e5409b36435194f4020ae3f828b4_16782)” within the “[Additional Disclosures](#i58d7c8a6fea6413eaf952b6f196a5534_202)” section below.

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](#i58d7c8a6fea6413eaf952b6f196a5534_256)” 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

| Noninterest income | | | 2,175 | | | | | | 135 | | | | | | 7 | | | | | | 2,040 | | | | | | 119 | | | | | | 6 | | | | | | 1,921 | | |

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.

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 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 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.

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.

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.

2025 Form 10-K 53

We remain focused on driving our flywheel of value creation to deliver profitable growth and long-term value for our customers, colleagues, and shareholders.

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.

In March 2023, Huntington completed the sale of the RPS business and entered into an ongoing partnership with the purchaser.

The sale of our RPS business resulted in a $57 million gain recorded within other noninterest income.

In June 2022, Huntington completed the acquisition of Capstone Partners, a top tier middle market investment bank and advisory firm.

The transaction brought a national scale to serve middle market business owners throughout the corporate lifecycle, building on Huntington’s regional banking foundation.

Capstone Partners related revenue, including mergers and acquisitions, capital raising, and other advisory-related fees, is recognized within capital markets and advisory fees in the Consolidated Statements of Income.

In May 2022, Huntington completed the acquisition of Digital Payments Torana, Inc., now known as Huntington ChoicePay, a digital payments business focused on business to consumer payments.

This acquisition, along with the formation of our enterprise-wide payments group, reflects one of our strategic priorities to accelerate our payments capabilities and expand the services provided to our customers.

Reporting Update

During the fourth quarter of 2024, Huntington updated the presentation of our reported deposit categories to align more closely with how we strategically manage our business.

As a result, we now report our deposit composition in the following categories: (1) demand deposits - noninterest bearing, (2) demand deposits - interest bearing, (3) money market, (4) savings, and (5) time deposits.

Prior period results have been adjusted to conform to the current presentation.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

2024 Form 10-K 47

The current year reported net income was negatively impacted by additional expense attributable to the FDIC DIF special assessment totaling $28 million, or $23 million after tax ($0.02 per common share), and $20 million, or $16 million after tax ($0.01 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense.

The prior year’s reported net income was negatively impacted by the initial recognition of the FDIC DIF special assessment totaling $214 million, or $169 million after tax ($0.11 per common share), and $69 million, or $55 million after tax ($0.04 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense.

Net interest income was $5.3 billion in 2024, a decrease of $94 million, or 2%, from 2023.

The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loans and leases and investment security yields.

The modest increase in the total ACL was driven by a combination of loan and lease growth and increased net charge off activity in 2024, mostly offset by a decrease in the overall coverage ratios in 2024 that is reflective of the current macroeconomic environment.

Noninterest expense of $4.6 billion, decreased $12 million from the prior year primarily due to a reduction in the FDIC DIF special assessment of $186 million and lower staffing efficiencies and corporate real estate consolidation expense, partially offset by current year increases in personnel expense and outside data processing and other services.

The tangible common equity to tangible assets ratio was 6.1% at both December 31, 2024 and December 31, 2023, with an increase in tangible common equity offset by an increase in tangible assets.

The CET1 risk-based capital ratio was 10.5% at December 31, 2024, up from 10.2% at December 31, 2023.

We remain focused on delivering profitable growth and driving value for our shareholders, and believe Huntington is positioned to perform well through the dynamic environment.

The rate cutting cycle began in 2024, with a September 50 basis point cut and two fourth quarter 25 basis point cuts, bringing the cumulative amount of rate cuts to 100 basis points since the September FOMC meeting.

Inflation is still not within the Federal Reserve’s 2% target and has recently stopped trending lower.

Employment data has stabilized after showing notable deterioration in early and mid-2024.

The unemployment rate started the year at 3.8% and ended at 4.1%, holding relatively flat throughout the second half of 2024.

Taking these factors into consideration, recent commentary from Federal Reserve members has been more neutral and suggesting it may be appropriate for the Federal Reserve to hold interest rates at current levels, with limited rate cuts expected in 2025.

Recent economic data has been mixed.

The services sector continues to expand and prices paid for services remains high, which has been the main driver to overall inflation remaining elevated.

Retail sales have held up well, while manufacturing remains weak and is generally still slowly contracting.

Expectations are for the economy to hold up well for the first half of 2025, with more risks of a potential slowdown in the back half of the year.

2024 Form 10-K 49

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

2024 Form 10-K 51

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest-earning deposits with banks | | | $ | 9,309 | | | | | $ | 492 | | | | | 5.30 | | % | | | | $ | 4,852 | | | | | $ | 83 | | | | | 1.70 | | % | | | | $ | 4,457 | | | | | 92 | | % | | | | | | | | | | | | |

| Trading account securities | | | 77 | | | | | | 4 | | | | | | 5.14 | | | | | | 32 | | | | | | 1 | | | | | | 4.14 | | | | | | 45 | | | | | | 141 | | | | | | | | | | | | | | |

| Taxable | | | 20,539 | | | | | | 1,016 | | | | | | 4.95 | | | | | | 21,994 | | | | | | 576 | | | | | | 2.62 | | | | | | (1,455) | | | | | | (7) | | | | | | | | | | | | | | |

| Tax-exempt | | | 2,720 | | | | | | 132 | | | | | | 4.84 | | | | | | 2,842 | | | | | | 94 | | | | | | 3.32 | | | | | | (122) | | | | | | (4) | | | | | | | | | | | | | | |

Information required by this item is set forth under the heading of “[Market [removed: Risk](#i47ddae17145549aeb46548898835e4ac_133)”] [added: Risk](#i58d7c8a6fea6413eaf952b6f196a5534_154)”] in Item 7: MD&A, which is incorporated by reference into this item.

Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking [added: and financial] services.

Our business segments are based on our [removed: internally-aligned] [added: internally aligned] segment leadership structure, which is how [removed: we monitor] [added: management monitors] results and [removed: assess] [added: assesses] performance.

We have a “Fair Play” banking philosophy: providing differentiated products and services, built on a strong foundation of [removed: customer friendly] [added: customer-friendly] products and advocacy.

Our Fair Play banking suite of products includes 24-Hour Grace®, Asterisk-Free Checking®, Money Scout®, $50 Safety Zone®, Standby Cash®, Early Pay, Instant Access, Savings Goal [removed: Getter®] [added: Getter®,] and Huntington Heads Up®.

We also offer our customers [removed: with] money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®.

Our target clients span from mid-market to large [removed: corporates] [added: corporate customers] across a national footprint.

The Commercial Banking segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, [removed: and] Capital [removed: Markets.][added: Markets, and National Settlements.]

- Treasury / Other: The Treasury / Other function includes all other items not included within our two business segments, including technology and operations, [removed: and] [added: as well as] other unallocated assets, liabilities, [removed: revenue,] [added: revenues,] and [removed: expense.][added: expenses.]

The financial results for each of our business segments are included in Note [removed: 24] [added: 25] - “[Segment [removed: Reporting](#i47ddae17145549aeb46548898835e4ac_343)”] [added: Reporting](#i58d7c8a6fea6413eaf952b6f196a5534_373)”] of Notes to Consolidated Financial Statements and are discussed in the “[Business Segment [removed: Discussion](#i47ddae17145549aeb46548898835e4ac_157)”] [added: Discussion](#i58d7c8a6fea6413eaf952b6f196a5534_178)”] of our MD&A.

We employ [removed: customer friendly] [added: customer-friendly] practices, such as a $50 Safety Zone®, which prevents customers from being charged an overdraft fee if they overdraw by $50 or less, 24-Hour Grace® account feature for both commercial and consumer accounts, which gives customers an additional business day to cover overdrafts to their account without being charged overdraft fees, Early Pay, which allows customers with direct deposit availability to their paycheck up to two days early, Instant Access, which allows up to $500 of a check deposit available to customers immediately, and Asterisk-Free [removed: Checking] [added: Checking,] where there is no cost to open and no monthly maintenance fees.

In addition, customers can qualify for Standby [removed: Cash® based primarily on their checking deposit history, not their credit score,] [added: Cash®,] which provides a $100 to $500 short-term line of credit free with automatic payments, or a 1% monthly interest charge without automatic [removed: payments.][added: payments, based primarily on their checking deposit history, not their credit score.]

Huntington also [removed: has] created a feature called Money Scout®, which is a tool that analyzes a customer’s spending habits and moves money that is not being used into that customer’s savings [removed: account] [added: account,] and [removed: have] [added: has] introduced [removed: tools] [added: tools,] including The Hub and Huntington Heads [removed: Up®] [added: Up®,] to provide customers greater visibility and control over their financial future.

The table below shows our competitive ranking and market share based on deposits of FDIC-insured institutions as of June 30, [removed: 2024,] [added: 2025,] in the top 10 MSAs in which we compete.

| Minneapolis-St. Paul, MN | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 6,604] [added: 6,527] | | | | | | 3 | | |

| Grand Rapids, MI | | | | | | 1 | | | | | | [removed: 5,756] [added: 5,740] | | | | | | [removed: 19] [added: 18] | | |

| *Source: FDIC.gov, based on June 30, [removed: 2024 survey.*] [added: 2025 survey (2).*] | | | | | | | | | | | | | | | | | | | | |

Banking statutes, regulations, and policies are continually under review by [added: the U.S.] Congress, state legislatures, and federal and state regulatory agencies.

Huntington [removed: and the Bank each qualify as] [added: is] a Category IV banking organization [added: and therefore is] subject to the least restrictive [removed: of the requirements] [added: enhanced prudential standards] applicable to firms with $100 billion or more in total consolidated assets.

Our [removed: business, however,] [added: business] remains subject to extensive regulation and supervision, and the U.S. banking agencies may issue additional rules to tailor the application of certain other regulatory requirements to BHCs and banks, including Huntington and the Bank.

Supervision, [removed: Examination] [added: Examination,] and Enforcement

Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions, or [added: in] being required to discontinue existing activities that are not generally permissible for BHCs.

[removed: The] [added: In May 2025, the OCC adopted a] final rule [removed: removes] [added: that restored] the ability for Bank Merger Act applicants to file a streamlined application form for certain types of acquisitions and [removed: removes] the expedited review process for Bank Merger Act [removed: applications.][added: applications, which had been removed by the 2024 final rule, and rescinded the 2024 policy statement.]

The DOJ clarified that it will assess competition considerations in connection with bank and [removed: bank holding company] [added: BHC] mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.

The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and [removed: bank holding company] [added: BHC] mergers.

[removed: Huntington,] [added: Huntington and the Bank,] as [removed: a] Category IV banking [removed: organization] [added: organizations] with less than $50 billion in weighted short-term wholesale funding, [removed: is] [added: are] exempt from the LCR and [removed: net stable funding ratio requirements but continues to be subject to internal liquidity stress tests and standards.][added: NSFR requirements.]

If adopted, this [removed: proposal,] [added: proposal] would require Huntington and the Bank to each maintain a minimum outstanding eligible long-term debt amount of no less than the greater of (i) 6% of total risk-weighted assets, (ii) 2.5% of total leverage exposure (if subject to the supplementary leverage ratio), or (iii) 3.5% of average total consolidated assets.

[removed: Once] [added: If] the rule is [removed: finalized,] [added: finalized as proposed,] covered institutions would have three years to comply with the new requirements following a phased-in approach, with 25% of the long-term debt requirement by one year after finalization of the rule, 50% after two years, and 100% after three years.

If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, Huntington’s capital ratios as of December 31, [removed: 2024,] [added: 2025,] would exceed such revised well-capitalized standard.

[removed: The] [added: Huntington and the] Bank [removed: is] [added: are] subject to a [removed: CCB] [added: SCB] of 2.5%.

The following table presents the minimum regulatory capital ratios, minimum ratio plus the capital buffer, and well-capitalized minimums compared with Huntington’s and the Bank’s regulatory capital ratios as of December 31, [removed: 2024,] [added: 2025,] calculated using the regulatory capital methodology applicable as of the end of [removed: 2024.][added: 2025.]

| | | | | | | Minimum Regulatory Capital Ratio | | | [added: | | |] Minimum Ratio + Capital Buffer (1) | | | [added: | | |] Well-Capitalized Minimums (2) | | | | | | [removed: At] [added: Actual as of] December 31, [removed: 2024] [added: 2025] | | | | | | | | |

| Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| CET1 risk-based capital ratio | | | Consolidated | | | 4.5 | | % | [added: | | |] 7.0 | | % | [added: | | |] N/A | | | | | | [removed: 10.5] [added: 10.4] | | % | | | | | | |

| | | | Bank | | | 4.5 | | | [added: | | |] 7.0 | | | [added: | | |] 6.5 | | % | | | | [removed: 11.6] [added: 11.7] | | | | | | | | |

| Tier 1 risk-based capital ratio | | | Consolidated | | | 6.0 | | | [added: | | |] 8.5 | | | [added: | | |] 6.0 | | | | | | [removed: 11.9] [added: 12.0] | | | | | | | | |

| | | | Bank | | | 6.0 | | | [added: | | |] 8.5 | | | [added: | | |] 8.0 | | | | | | 12.4 | | | | | | | | |

| Total risk-based capital ratio | | | Consolidated | | | 8.0 | | | [added: | | |] 10.5 | | | [added: | | |] 10.0 | | | | | | [removed: 14.3] [added: 14.2] | | | | | | | | |

| | | | Bank | | | 8.0 | | | [added: | | |] 10.5 | | | [added: | | |] 10.0 | | | | | | [removed: 14.1] [added: 14.0] | | | | | | | | |

| Tier 1 leverage ratio | | | Consolidated | | | 4.0 | | | [added: | | |] N/A | | | [added: | | |] N/A | | | | | | [removed: 8.6] [added: 9.3] | | | | | | | | |

| | | | Bank | | | 4.0 | | | [added: | | |] N/A | | | [added: | | |] 5.0 | | | | | | [removed: 8.9] [added: 9.6] | | | | | | | | |

As of December 31, 2025, we operated more than 1,000 branches in 14 states.

Following the completion of our merger with Cadence Bank on February 1, 2026, as further discussed below, we operate nearly 1,400 branches in 21 states, with certain businesses operating in extended geographies.

Acquisitions and Mergers

On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. (“Veritex,” and such transaction, the “Veritex Merger”), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity, and Veritex Community Bank merged with and into Huntington National Bank, with Huntington National Bank as the surviving entity.

The transaction, which was valued at $1.7 billion, added $12.0 billion in assets, including $9.3 billion in loans, and $10.5 billion in deposits, as of the date of acquisition.

On February 1, 2026, Huntington completed the acquisition of Cadence Bank (“Cadence,” and such transaction, the “Cadence Merger”), 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 (the “Cadence Merger 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 7

National Settlements provides products and services to law firms, claims administrators, and regulatory agencies to assist with settlement administration.

2025 Form 10-K 9

| Columbus, OH | | | | | | 1 | | | | | | $ | 51,813 | | | | | 44 | | % |

| Detroit, MI | | | | | | 5 | | | | | | 17,378 | | | | | | 9 | | |

| Cleveland, OH | | | | | | 2 | | | | | | 15,900 | | | | | | 12 | | |

| Chicago, IL | | | | | | 11 | | | | | | 9,658 | | | | | | 2 | | |

| Dallas-Fort Worth-Arlington, TX (1) | | | | | | 10 | | | | | | 8,565 | | | | | | 1 | | |

| Indianapolis, IN | | | | | | 5 | | | | | | 6,319 | | | | | | 7 | | |

| Akron, OH | | | | | | 1 | | | | | | 5,328 | | | | | | 28 | | |

| Pittsburgh, PA | | | | | | 7 | | | | | | 4,794 | | | | | | 2 | | |

(1) Market share includes deposits of Veritex, which was acquired by Huntington on October 20, 2025.

(2) Excludes market share information associated with the acquisition of Cadence Bank which was completed on February 1, 2026.

The second Trump administration has implemented significantly different policies from the Biden administration, including new proposed regulations and rescissions or withdrawals of previous guidance, and sharply reduced the workforce at the federal banking agencies.

The cumulative impact of these changes, and whether they will last over time, is unclear.

Huntington and the Bank each qualify as a Category IV banking organization as of December 31, 2025, which is subject to the least restrictive of the requirements among the categories, because Huntington has $100 billion or more, and less than $250 billion, in total consolidated assets and does not exceed certain risk-based thresholds.

If Huntington were to exceed $250 billion in total consolidated assets when averaged over the four most recent consecutive quarters and not exceed certain risk-based thresholds, Huntington and the Bank would each qualify as a Category III banking organization, which is subject to additional requirements.

Huntington’s acquisition of Cadence results in Huntington’s total consolidated assets exceeding $250 billion at closing and is expected to cause Huntington’s total average consolidated assets to exceed $250 billion in the fourth quarter of 2026, causing Huntington and the Bank to become subject to the standards applicable to Category III banking organizations, following a transition period.

2025 Form 10-K 11

The LFI Rating System includes three components: capital planning and positions, liquidity risk management and positions, and governance and controls, and each component has four potential ratings: broadly meets expectations, conditionally meets expectations, deficient-1, or deficient-2.

In November 2025, the Federal Reserve adopted a final notice to revise its LFI Rating System for large BHCs with total consolidated assets of $100 billion or more.

The Federal Reserve’s LFI Rating System prior to the notice provided that any firm that had one or more deficient-1 ratings was not considered “well managed.” The final notice amended the LFI Rating System by considering a firm with no more than one deficient-1 rating to be “well managed.” Firms that do not meet this standard, as well as firms with a deficient-2 rating for any component, would not be deemed “well managed” and would face limitations on certain acquisitions and new activities.

The standards by which bank and financial institution acquisitions would be evaluated may be subject to change.

Once Huntington exceeds $250 billion in total average consolidated assets, including following consummating the acquisition of Cadence, and not exceed certain risk-based thresholds, Huntington and the Bank will each qualify as a Category III banking organization and become subject to additional enhanced prudential standards, such as limitations on Huntington’s aggregate net credit exposures to any single, unaffiliated company (referred to as SCCL).

The LCR would require each of Huntington and the Bank to hold an amount of eligible HQLA that equals or exceeds 100% of its respective projected adjusted net cash outflows over a 30-day period.

The LCR would require each of Huntington and the Bank to calculate its respective LCR daily.

When Huntington becomes a Category III institution with less than $75 billion in weighted average short-term wholesale funding, Huntington’s and the Bank’s total net cash outflows will be multiplied by an outflow adjustment percentage of 85%.

In addition, Huntington will also be required to make quarterly public disclosures of its LCR and certain related quantitative liquidity metrics, along with a qualitative discussion of its LCR.

2025 Form 10-K 13

The NSFR would require each of Huntington and the Bank to maintain an amount of available stable funding, which is a weighted measure of a company’s funding sources over a one-year time horizon, calculated by applying standardized weightings to equity and liabilities based on their expected stability, that is no less than a specified percentage of its required stable funding, which is calculated by applying standardized weightings to assets, derivatives exposures, and certain other items based on their liquidity characteristics.

As of December 31, 2024, our 978 full-service branches and private client group offices are located in Ohio, Colorado, Florida, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, West Virginia, and Wisconsin.

We also maintain a local banking presence in South Carolina and Texas, along with conducting select financial services and other activities in other states.

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

The branch network offers full-service branches that are located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, West Virginia, and Wisconsin.

2024 Form 10-K 9

| Columbus, OH | | | | | | 1 | | | | | | $ | 44,814 | | | | | 43 | | % |

| Detroit, MI | | | | | | 5 | | | | | | 17,398 | | | | | | 9 | | |

| Cleveland, OH | | | | | | 2 | | | | | | 15,595 | | | | | | 12 | | |

| Chicago, IL | | | | | | 11 | | | | | | 9,667 | | | | | | 2 | | |

| Indianapolis, IN | | | | | | 5 | | | | | | 5,493 | | | | | | 6 | | |

| Akron, OH | | | | | | 1 | | | | | | 5,191 | | | | | | 28 | | |

| Cincinnati, OH | | | | | | 5 | | | | | | 4,735 | | | | | | 3 | | |

| Pittsburgh, PA | | | | | | 7 | | | | | | 4,682 | | | | | | 2 | | |

The scope of laws and regulations and the intensity of supervision to which we are subject has increased in response to the banking turmoil in early 2023, technological factors, market changes, and climate change concerns, and there is increased scrutiny and possible denials of bank mergers and acquisitions by federal banking regulators.

2024 Form 10-K 11

Pause on Major Federal Reserve Rulemakings

In January 2025, the Federal Reserve stated that Vice Chair for Supervision Michael Barr would step down from the position, effective, February 28, 2025.

The Federal Reserve stated that it will not issue any major rulemakings from the time of the announcement until a new vice chair for supervision is confirmed by the U.S. Senate.

Late in the term of the Biden administration, the standards by which bank and financial institution acquisitions would be evaluated have been undergoing review and change by the OCC and the DOJ, but not by the Federal Reserve.

These reviews and changes were incorporated into non-binding guidance.

Whether and how the guidance might be further changed or interpreted by the Trump administration is uncertain.

The policy statement provides 19 indicators of whether a Bank Merger Act application is more or less likely to be approved by the OCC.

The policy statement also provides heightened expectations around the existing statutory factors the OCC is required to consider in evaluating Bank Merger Act applications.

2024 Form 10-K 13

Certain larger banking organizations are subject to additional enhanced prudential standards.

As a Category IV banking organization, Huntington is subject to the least restrictive enhanced prudential standards applicable to firms with $100 billion or more in total consolidated assets.

These rules implement the Basel III international regulatory capital standards in the U.S., as well as certain provisions of the Dodd-Frank Act.

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 for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL.

As of December 31, 2024, we have phased in 75% of the cumulative CECL deferral with the full cumulative CECL deferral fully phased in beginning January 1, 2025.

Huntington is subject to a SCB of 2.5% effective October 1, 2024.

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| | | | | | | | | | Actual | | | | | | | | | | | | | | | | | |

2024 Form 10-K 15

As a Category IV banking organization, Huntington is not required to submit a resolution plan to the Federal Reserve.

2024 Form 10-K 17

2024 Form 10-K 19

The FDIC will collect the special assessment over an initial eight-quarter collection period, which began in the second quarter of 2024 and currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate, subject to change depending on any adjustments to the loss estimate, mergers or failures, or amendments to reported estimates of uninsured deposits.

The Bank recognized expense of $214 million in 2023 and $28 million in 2024 related to the DIF special assessment.

2024 Form 10-K 21

Information required by this item is set forth in Note [removed: 21] [added: 22] - “[Commitments and Contingent [removed: Liabilities](#i47ddae17145549aeb46548898835e4ac_328)”] [added: Liabilities](#i58d7c8a6fea6413eaf952b6f196a5534_358)”] of the Notes to Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is incorporated into this [removed: Item] [added: item] by reference.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Act)][added: Act).]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] determined by using a per share closing price of [removed: $13.18,] [added: $16.76,] as quoted by Nasdaq on that date, was [removed: $18,889,814,095.][added: approximately $24.1 billion.]

As of [removed: January 31, 2025,] [added: February 1, 2026,] there were [removed: 1,453,758,267] [added: 2,029,792,391] shares of common stock with a par value of $0.01 outstanding.

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Shareholders’ Meeting.

| | | | [Glossary of Acronyms and [removed: Terms](#i47ddae17145549aeb46548898835e4ac_13)] [added: Terms](#i58d7c8a6fea6413eaf952b6f196a5534_16)] | | | [removed: [5](#i47ddae17145549aeb46548898835e4ac_13)] [added: [5](#i58d7c8a6fea6413eaf952b6f196a5534_16)] | | |

| [removed: Part I.] [added: PART I] | | | | | | | | |

| [Item [removed: 1.](#i47ddae17145549aeb46548898835e4ac_31)] [added: 1.](#i58d7c8a6fea6413eaf952b6f196a5534_22)] | | | [removed: [Business](#i47ddae17145549aeb46548898835e4ac_22)] [added: [Business](#i58d7c8a6fea6413eaf952b6f196a5534_25)] | | | [removed: [8](#i47ddae17145549aeb46548898835e4ac_22)] [added: [7](#i58d7c8a6fea6413eaf952b6f196a5534_25)] | | |

| [Item [removed: 1A.](#i47ddae17145549aeb46548898835e4ac_40)] [added: 1A.](#i58d7c8a6fea6413eaf952b6f196a5534_43)] | | | [Risk [removed: Factors](#i47ddae17145549aeb46548898835e4ac_40)] [added: Factors](#i58d7c8a6fea6413eaf952b6f196a5534_43)] | | | [removed: [28](#i47ddae17145549aeb46548898835e4ac_40)] [added: [28](#i58d7c8a6fea6413eaf952b6f196a5534_43)] | | |

| [Item [removed: 1B.](#i47ddae17145549aeb46548898835e4ac_52)] [added: 1B.](#i58d7c8a6fea6413eaf952b6f196a5534_76)] | | | [Unresolved Staff [removed: Comments](#i47ddae17145549aeb46548898835e4ac_52)] [added: Comments](#i58d7c8a6fea6413eaf952b6f196a5534_76)] | | | [removed: [43](#i47ddae17145549aeb46548898835e4ac_52)] [added: [46](#i58d7c8a6fea6413eaf952b6f196a5534_76)] | | |

| [Item [removed: 1C.](#i47ddae17145549aeb46548898835e4ac_55)] [added: 1C.](#i58d7c8a6fea6413eaf952b6f196a5534_79)] | | | [removed: [Cybersecurity](#i47ddae17145549aeb46548898835e4ac_55)] [added: [Cybersecurity](#i58d7c8a6fea6413eaf952b6f196a5534_79)] | | | [removed: [43](#i47ddae17145549aeb46548898835e4ac_55)] [added: [46](#i58d7c8a6fea6413eaf952b6f196a5534_79)] | | |

| [Item [removed: 2.](#i47ddae17145549aeb46548898835e4ac_58)] [added: 2.](#i58d7c8a6fea6413eaf952b6f196a5534_82)] | | | [removed: [Properties](#i47ddae17145549aeb46548898835e4ac_58)] [added: [Properties](#i58d7c8a6fea6413eaf952b6f196a5534_82)] | | | [removed: [44](#i47ddae17145549aeb46548898835e4ac_58)] [added: [48](#i58d7c8a6fea6413eaf952b6f196a5534_82)] | | |

| [Item [removed: 3.](#i47ddae17145549aeb46548898835e4ac_67)] [added: 3.](#i58d7c8a6fea6413eaf952b6f196a5534_88)] | | | [Legal [removed: Proceedings](#i47ddae17145549aeb46548898835e4ac_67)] [added: Proceedings](#i58d7c8a6fea6413eaf952b6f196a5534_88)] | | | [removed: [44](#i47ddae17145549aeb46548898835e4ac_67)] [added: [48](#i58d7c8a6fea6413eaf952b6f196a5534_88)] | | |

| [Item [removed: 4.](#i47ddae17145549aeb46548898835e4ac_70)] [added: 4.](#i58d7c8a6fea6413eaf952b6f196a5534_91)] | | | [Mine Safety [removed: Disclosures](#i47ddae17145549aeb46548898835e4ac_70)] [added: Disclosures](#i58d7c8a6fea6413eaf952b6f196a5534_91)] | | | [removed: [44](#i47ddae17145549aeb46548898835e4ac_70)] [added: [48](#i58d7c8a6fea6413eaf952b6f196a5534_91)] | | |

| [removed: Part II.] [added: PART II] | | | | | | | | |

| [Item [removed: 5.](#i47ddae17145549aeb46548898835e4ac_76)] [added: 5.](#i58d7c8a6fea6413eaf952b6f196a5534_97)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i47ddae17145549aeb46548898835e4ac_76)] [added: Securities](#i58d7c8a6fea6413eaf952b6f196a5534_97)] | | | [removed: [45](#i47ddae17145549aeb46548898835e4ac_76)] [added: [49](#i58d7c8a6fea6413eaf952b6f196a5534_97)] | | |

| [Item [removed: 7.](#i47ddae17145549aeb46548898835e4ac_91)] [added: 7.](#i58d7c8a6fea6413eaf952b6f196a5534_112)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i47ddae17145549aeb46548898835e4ac_91)] [added: Operations](#i58d7c8a6fea6413eaf952b6f196a5534_112)] | | | [removed: [45](#i47ddae17145549aeb46548898835e4ac_91)] [added: [51](#i58d7c8a6fea6413eaf952b6f196a5534_112)] | | |

| | | | [Executive [removed: Overview](#i47ddae17145549aeb46548898835e4ac_97)] [added: Overview](#i58d7c8a6fea6413eaf952b6f196a5534_118)] | | | [removed: [46](#i47ddae17145549aeb46548898835e4ac_97)] [added: [51](#i58d7c8a6fea6413eaf952b6f196a5534_118)] | | |

| | | | [Discussion of Results of [removed: Operations](#i47ddae17145549aeb46548898835e4ac_100)] [added: Operations](#i58d7c8a6fea6413eaf952b6f196a5534_121)] | | | [removed: [50](#i47ddae17145549aeb46548898835e4ac_100)] [added: [55](#i58d7c8a6fea6413eaf952b6f196a5534_121)] | | |

| | | | [Business Segment [removed: Discussion](#i47ddae17145549aeb46548898835e4ac_157)] [added: Discussion](#i58d7c8a6fea6413eaf952b6f196a5534_178)] | | | [removed: [83](#i47ddae17145549aeb46548898835e4ac_157)] [added: [90](#i58d7c8a6fea6413eaf952b6f196a5534_178)] | | |

| [Item [removed: 7A.](#i47ddae17145549aeb46548898835e4ac_187)] [added: 7A.](#i58d7c8a6fea6413eaf952b6f196a5534_208)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i47ddae17145549aeb46548898835e4ac_187)] [added: Risk](#i58d7c8a6fea6413eaf952b6f196a5534_208)] | | | [removed: [90](#i47ddae17145549aeb46548898835e4ac_187)] [added: [97](#i58d7c8a6fea6413eaf952b6f196a5534_208)] | | |

| [Item [removed: 8.](#i47ddae17145549aeb46548898835e4ac_190)] [added: 8.](#i58d7c8a6fea6413eaf952b6f196a5534_211)] | | | [Financial Statements and Supplementary [removed: Data](#i47ddae17145549aeb46548898835e4ac_190)] [added: Data](#i58d7c8a6fea6413eaf952b6f196a5534_211)] | | | [removed: [90](#i47ddae17145549aeb46548898835e4ac_190)] [added: [97](#i58d7c8a6fea6413eaf952b6f196a5534_211)] | | |

| | | | [Note 2 - Accounting Standards [removed: Update](#i47ddae17145549aeb46548898835e4ac_229)] [added: Update](#i58d7c8a6fea6413eaf952b6f196a5534_250)] | | | [removed: [108](#i47ddae17145549aeb46548898835e4ac_229)] [added: [115](#i58d7c8a6fea6413eaf952b6f196a5534_250)] | | |

| | | | [Note [removed: 6] [added: 7] - Mortgage Loan Sales [removed: and](#i47ddae17145549aeb46548898835e4ac_253) [Servicing Rights](#i47ddae17145549aeb46548898835e4ac_253)] [added: and Servicing Rights](#i58d7c8a6fea6413eaf952b6f196a5534_277)] | | | [removed: [123](#i47ddae17145549aeb46548898835e4ac_253)] [added: [134](#i58d7c8a6fea6413eaf952b6f196a5534_277)] | | |

| | | | [Note [removed: 7] [added: 8] - Goodwill and Other Intangible [removed: Assets](#i47ddae17145549aeb46548898835e4ac_259)] [added: Assets](#i58d7c8a6fea6413eaf952b6f196a5534_283)] | | | [removed: [124](#i47ddae17145549aeb46548898835e4ac_259)] [added: [135](#i58d7c8a6fea6413eaf952b6f196a5534_283)] | | |

| | | | [Note [removed: 8] [added: 9] - Premises [removed: and](#i47ddae17145549aeb46548898835e4ac_265) [Equipment](#i47ddae17145549aeb46548898835e4ac_265)] [added: and Equipment](#i58d7c8a6fea6413eaf952b6f196a5534_289)] | | | [removed: [124](#i47ddae17145549aeb46548898835e4ac_265)] [added: [136](#i58d7c8a6fea6413eaf952b6f196a5534_289)] | | |

| | | | [Note [removed: 13] [added: 14] - Earnings Per [removed: Share](#i47ddae17145549aeb46548898835e4ac_292)] [added: Share](#i58d7c8a6fea6413eaf952b6f196a5534_316)] | | | [removed: [130](#i47ddae17145549aeb46548898835e4ac_292)] [added: [142](#i58d7c8a6fea6413eaf952b6f196a5534_316)] | | |

| | | | [Note [removed: 21] [added: 22] - Commitments and Contingent [removed: Liabilities](#i47ddae17145549aeb46548898835e4ac_328)] [added: Liabilities](#i58d7c8a6fea6413eaf952b6f196a5534_358)] | | | [removed: [155](#i47ddae17145549aeb46548898835e4ac_328)] [added: [168](#i58d7c8a6fea6413eaf952b6f196a5534_358)] | | |

| [Item [removed: 9.](#i47ddae17145549aeb46548898835e4ac_355)] [added: 9.](#i58d7c8a6fea6413eaf952b6f196a5534_385)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i47ddae17145549aeb46548898835e4ac_355)] [added: Disclosure](#i58d7c8a6fea6413eaf952b6f196a5534_385)] | | | [removed: [162](#i47ddae17145549aeb46548898835e4ac_355)] [added: [175](#i58d7c8a6fea6413eaf952b6f196a5534_385)] | | |

| [Item [removed: 9A.](#i47ddae17145549aeb46548898835e4ac_358)] [added: 9A.](#i58d7c8a6fea6413eaf952b6f196a5534_388)] | | | [Controls and [removed: Procedures](#i47ddae17145549aeb46548898835e4ac_358)] [added: Procedures](#i58d7c8a6fea6413eaf952b6f196a5534_388)] | | | [removed: [162](#i47ddae17145549aeb46548898835e4ac_358)] [added: [175](#i58d7c8a6fea6413eaf952b6f196a5534_388)] | | |

| [Item [removed: 9B.](#i47ddae17145549aeb46548898835e4ac_361)] [added: 9B.](#i58d7c8a6fea6413eaf952b6f196a5534_391)] | | | [Other [removed: Information](#i47ddae17145549aeb46548898835e4ac_361)] [added: Information](#i58d7c8a6fea6413eaf952b6f196a5534_391)] | | | [removed: [162](#i47ddae17145549aeb46548898835e4ac_361)] [added: [175](#i58d7c8a6fea6413eaf952b6f196a5534_391)] | | |

| [Item [removed: 9C.](#i47ddae17145549aeb46548898835e4ac_367)] [added: 9C.](#i58d7c8a6fea6413eaf952b6f196a5534_397)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i47ddae17145549aeb46548898835e4ac_367)] [added: Inspections.](#i58d7c8a6fea6413eaf952b6f196a5534_397)] | | | [removed: [162](#i47ddae17145549aeb46548898835e4ac_367)] [added: [175](#i58d7c8a6fea6413eaf952b6f196a5534_397)] | | |

| [removed: Part III.] [added: PART IV] | | | | | | | | |

| [Item [removed: 10.](#i47ddae17145549aeb46548898835e4ac_373)] [added: 10.](#i58d7c8a6fea6413eaf952b6f196a5534_403)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i47ddae17145549aeb46548898835e4ac_373)] [added: Governance](#i58d7c8a6fea6413eaf952b6f196a5534_403)] | | | [removed: [163](#i47ddae17145549aeb46548898835e4ac_373)] [added: [176](#i58d7c8a6fea6413eaf952b6f196a5534_403)] | | |

| [Item [removed: 11.](#i47ddae17145549aeb46548898835e4ac_376)] [added: 11.](#i58d7c8a6fea6413eaf952b6f196a5534_406)] | | | [Executive [removed: Compensation](#i47ddae17145549aeb46548898835e4ac_376)] [added: Compensation](#i58d7c8a6fea6413eaf952b6f196a5534_406)] | | | [removed: [163](#i47ddae17145549aeb46548898835e4ac_376)] [added: [176](#i58d7c8a6fea6413eaf952b6f196a5534_406)] | | |

| [Item [removed: 12.](#i47ddae17145549aeb46548898835e4ac_382)] [added: 12.](#i58d7c8a6fea6413eaf952b6f196a5534_409)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i47ddae17145549aeb46548898835e4ac_382)] [added: Matters](#i58d7c8a6fea6413eaf952b6f196a5534_409)] | | | [removed: [163](#i47ddae17145549aeb46548898835e4ac_382)] [added: [176](#i58d7c8a6fea6413eaf952b6f196a5534_409)] | | |

| [Item [removed: 13.](#i47ddae17145549aeb46548898835e4ac_385)] [added: 13.](#i58d7c8a6fea6413eaf952b6f196a5534_412)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i47ddae17145549aeb46548898835e4ac_385)] [added: Independence](#i58d7c8a6fea6413eaf952b6f196a5534_412)] | | | [removed: [163](#i47ddae17145549aeb46548898835e4ac_385)] [added: [176](#i58d7c8a6fea6413eaf952b6f196a5534_412)] | | |

| [Item [removed: 14.](#i47ddae17145549aeb46548898835e4ac_388)] [added: 14.](#i58d7c8a6fea6413eaf952b6f196a5534_415)] | | | [Principal Accounting Fees and [removed: Services](#i47ddae17145549aeb46548898835e4ac_388)] [added: Services](#i58d7c8a6fea6413eaf952b6f196a5534_415)] | | | [removed: [164](#i47ddae17145549aeb46548898835e4ac_388)] [added: [177](#i58d7c8a6fea6413eaf952b6f196a5534_415)] | | |

| [Item [removed: 15.](#i47ddae17145549aeb46548898835e4ac_394)] [added: 15.](#i58d7c8a6fea6413eaf952b6f196a5534_421)] | | | [Exhibits and Financial Statement [removed: Schedules](#i47ddae17145549aeb46548898835e4ac_394)] [added: Schedules](#i58d7c8a6fea6413eaf952b6f196a5534_421)] | | | [removed: [164](#i47ddae17145549aeb46548898835e4ac_394)] [added: [177](#i58d7c8a6fea6413eaf952b6f196a5534_421)] | | |

| [Item [removed: 16.](#i47ddae17145549aeb46548898835e4ac_397)] [added: 16.](#i58d7c8a6fea6413eaf952b6f196a5534_424)] | | | [Form 10-K [removed: Summary](#i47ddae17145549aeb46548898835e4ac_397)] [added: Summary](#i58d7c8a6fea6413eaf952b6f196a5534_424)] | | | [removed: [164](#i47ddae17145549aeb46548898835e4ac_397)] [added: [177](#i58d7c8a6fea6413eaf952b6f196a5534_424)] | | |


| Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock) | | | HBANZ | | | NASDAQ | | |

2025 FORM 10-K ANNUAL REPORT

| | | | | | | Page Number | | |

| | | | [Competition](#i58d7c8a6fea6413eaf952b6f196a5534_28) | | | [9](#i58d7c8a6fea6413eaf952b6f196a5534_28) | | |

| | | | [Regulatory Matters](#i58d7c8a6fea6413eaf952b6f196a5534_34) | | | [11](#i58d7c8a6fea6413eaf952b6f196a5534_34) | | |

| | | | [Corporate Responsibility](#i58d7c8a6fea6413eaf952b6f196a5534_37) | | | [24](#i58d7c8a6fea6413eaf952b6f196a5534_37) | | |

| | | | [Available Information](#i58d7c8a6fea6413eaf952b6f196a5534_40) | | | [27](#i58d7c8a6fea6413eaf952b6f196a5534_40) | | |

| [Item 6.](#i58d7c8a6fea6413eaf952b6f196a5534_109) | | | [\[Reserved\]](#i58d7c8a6fea6413eaf952b6f196a5534_106) | | | [50](#i58d7c8a6fea6413eaf952b6f196a5534_106) | | |

| | | | [Introduction](#i58d7c8a6fea6413eaf952b6f196a5534_115) | | | [51](#i58d7c8a6fea6413eaf952b6f196a5534_115) | | |

| | | | [Risk Management:](#i58d7c8a6fea6413eaf952b6f196a5534_145) | | | [61](#i58d7c8a6fea6413eaf952b6f196a5534_145) | | |

| | | | [Credit Risk](#i58d7c8a6fea6413eaf952b6f196a5534_148) | | | [63](#i58d7c8a6fea6413eaf952b6f196a5534_148) | | |

| | | | [Market Risk](#i58d7c8a6fea6413eaf952b6f196a5534_154) | | | [76](#i58d7c8a6fea6413eaf952b6f196a5534_154) | | |

| | | | [Liquidity Risk](#i58d7c8a6fea6413eaf952b6f196a5534_163) | | | [79](#i58d7c8a6fea6413eaf952b6f196a5534_163) | | |

| | | | [Operational Risk](#i58d7c8a6fea6413eaf952b6f196a5534_169) | | | [86](#i58d7c8a6fea6413eaf952b6f196a5534_169) | | |

| | | | [Compliance Risk](#i58d7c8a6fea6413eaf952b6f196a5534_172) | | | [87](#i58d7c8a6fea6413eaf952b6f196a5534_172) | | |

| | | | [Capital](#i58d7c8a6fea6413eaf952b6f196a5534_175) | | | [87](#i58d7c8a6fea6413eaf952b6f196a5534_175) | | |

| | | | [Additional Disclosures](#i58d7c8a6fea6413eaf952b6f196a5534_202) | | | [93](#i58d7c8a6fea6413eaf952b6f196a5534_202) | | |

| | | | [Consolidated Balance Sheets](#i58d7c8a6fea6413eaf952b6f196a5534_226) | | | [101](#i58d7c8a6fea6413eaf952b6f196a5534_226) | | |

| | | | [Consolidated Statements of Income](#i58d7c8a6fea6413eaf952b6f196a5534_229) | | | [102](#i58d7c8a6fea6413eaf952b6f196a5534_229) | | |

| | | | [Consolidated Statements of Comprehensive Income](#i58d7c8a6fea6413eaf952b6f196a5534_232) | | | [103](#i58d7c8a6fea6413eaf952b6f196a5534_232) | | |

| | | | [Consolidated Statements of Changes in Shareholders’ Equity](#i58d7c8a6fea6413eaf952b6f196a5534_235) | | | [104](#i58d7c8a6fea6413eaf952b6f196a5534_235) | | |

| | | | [Consolidated Statements of Cash Flows](#i58d7c8a6fea6413eaf952b6f196a5534_238) | | | [105](#i58d7c8a6fea6413eaf952b6f196a5534_238) | | |

| | | | [N](#i58d7c8a6fea6413eaf952b6f196a5534_241)[otes to Consol](#i58d7c8a6fea6413eaf952b6f196a5534_241)[idated Financial Statements](#i58d7c8a6fea6413eaf952b6f196a5534_241)[:](#i58d7c8a6fea6413eaf952b6f196a5534_241) | | | [107](#i58d7c8a6fea6413eaf952b6f196a5534_241) | | |

| | | | [Note 1 - Significant Accounting Policies](#i58d7c8a6fea6413eaf952b6f196a5534_244) | | | [107](#i58d7c8a6fea6413eaf952b6f196a5534_244) | | |

| | | | [Note 3 - Business Combinations](#i58d7c8a6fea6413eaf952b6f196a5534_256) | | | [116](#i58d7c8a6fea6413eaf952b6f196a5534_256) | | |

2025 Form 10-K 3

| | | | | | | | | |

| | | | [Note 4 - Investment Securities and Other Securities](#i58d7c8a6fea6413eaf952b6f196a5534_265) | | | [120](#i58d7c8a6fea6413eaf952b6f196a5534_265) | | |

| | | | [Note 5 - Loans and Leases](#i58d7c8a6fea6413eaf952b6f196a5534_268) | | | [124](#i58d7c8a6fea6413eaf952b6f196a5534_268) | | |

| | | | [Note 6 - Allowance for Credit Losses](#i58d7c8a6fea6413eaf952b6f196a5534_274) | | | [133](#i58d7c8a6fea6413eaf952b6f196a5534_274) | | |

| | | | [Note 10 - Operating Leases](#i58d7c8a6fea6413eaf952b6f196a5534_292) | | | [136](#i58d7c8a6fea6413eaf952b6f196a5534_292) | | |

| | | | [Note 11 - Borrowings](#i58d7c8a6fea6413eaf952b6f196a5534_295) | | | [137](#i58d7c8a6fea6413eaf952b6f196a5534_295) | | |

| | | | [Note 12 - Other Comprehensive Income](#i58d7c8a6fea6413eaf952b6f196a5534_301) | | | [140](#i58d7c8a6fea6413eaf952b6f196a5534_301) | | |

| | | | [Note 13 - Shareholders’ Equity](#i58d7c8a6fea6413eaf952b6f196a5534_310) | | | [141](#i58d7c8a6fea6413eaf952b6f196a5534_310) | | |

| | | | [Note 15 - Revenue from Contracts with Customers](#i58d7c8a6fea6413eaf952b6f196a5534_319) | | | [143](#i58d7c8a6fea6413eaf952b6f196a5534_319) | | |

| | | | [Note 16 - Share-Based Compensation](#i58d7c8a6fea6413eaf952b6f196a5534_322) | | | [145](#i58d7c8a6fea6413eaf952b6f196a5534_322) | | |

| | | | [Note 17 - Benefit Plans](#i58d7c8a6fea6413eaf952b6f196a5534_325) | | | [146](#i58d7c8a6fea6413eaf952b6f196a5534_325) | | |

| | | | [Note 18 - Income Taxes](#i58d7c8a6fea6413eaf952b6f196a5534_331) | | | [149](#i58d7c8a6fea6413eaf952b6f196a5534_331) | | |

| | | | [Note 19 - Fair Values of Assets and Liabilities](#i58d7c8a6fea6413eaf952b6f196a5534_340) | | | [152](#i58d7c8a6fea6413eaf952b6f196a5534_340) | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

| | | | | | |

| --- | --- | --- | --- | --- | --- |


| | | | [C](#i47ddae17145549aeb46548898835e4ac_25)[ompetition](#i47ddae17145549aeb46548898835e4ac_25) | | | [10](#i47ddae17145549aeb46548898835e4ac_25) | | |

| | | | [R](#i47ddae17145549aeb46548898835e4ac_31)[egulatory Matters](#i47ddae17145549aeb46548898835e4ac_31) | | | [11](#i47ddae17145549aeb46548898835e4ac_31) | | |

| | | | [C](#i47ddae17145549aeb46548898835e4ac_34)[orporate Responsib](#i47ddae17145549aeb46548898835e4ac_34)[ility](#i47ddae17145549aeb46548898835e4ac_34) | | | [23](#i47ddae17145549aeb46548898835e4ac_34) | | |

| | | | [A](#i47ddae17145549aeb46548898835e4ac_37)[vailable Information](#i47ddae17145549aeb46548898835e4ac_37) | | | [27](#i47ddae17145549aeb46548898835e4ac_37) | | |

| [Item 6.](#i47ddae17145549aeb46548898835e4ac_88) | | | [\[Reserved\]](#i47ddae17145549aeb46548898835e4ac_85) | | | [45](#i47ddae17145549aeb46548898835e4ac_85) | | |

| | | | [Introduction](#i47ddae17145549aeb46548898835e4ac_94) | | | [46](#i47ddae17145549aeb46548898835e4ac_94) | | |

| | | | [Risk Management](#i47ddae17145549aeb46548898835e4ac_124)[:](#i47ddae17145549aeb46548898835e4ac_124) | | | [55](#i47ddae17145549aeb46548898835e4ac_124) | | |

| | | | [Credit Risk](#i47ddae17145549aeb46548898835e4ac_127) | | | [58](#i47ddae17145549aeb46548898835e4ac_127) | | |

| | | | [Market Risk](#i47ddae17145549aeb46548898835e4ac_133) | | | [70](#i47ddae17145549aeb46548898835e4ac_133) | | |

| | | | [Liquidity Risk](#i47ddae17145549aeb46548898835e4ac_142) | | | [74](#i47ddae17145549aeb46548898835e4ac_142) | | |

| | | | [Operational Risk](#i47ddae17145549aeb46548898835e4ac_148) | | | [79](#i47ddae17145549aeb46548898835e4ac_148) | | |

| | | | [Compliance Risk](#i47ddae17145549aeb46548898835e4ac_151) | | | [80](#i47ddae17145549aeb46548898835e4ac_151) | | |

| | | | [Capital](#i47ddae17145549aeb46548898835e4ac_154) | | | [80](#i47ddae17145549aeb46548898835e4ac_154) | | |

| | | | [Additional Disclosures](#i47ddae17145549aeb46548898835e4ac_181) | | | [86](#i47ddae17145549aeb46548898835e4ac_181) | | |

| | | | [C](#i47ddae17145549aeb46548898835e4ac_205)[on](#i47ddae17145549aeb46548898835e4ac_205)[solidated Balance](#i47ddae17145549aeb46548898835e4ac_205) [](#i47ddae17145549aeb46548898835e4ac_205)[Sheets](#i47ddae17145549aeb46548898835e4ac_205) | | | [94](#i47ddae17145549aeb46548898835e4ac_205) | | |

| | | | [Consolidated St](#i47ddae17145549aeb46548898835e4ac_208)[atem](#i47ddae17145549aeb46548898835e4ac_208)[ents of Income](#i47ddae17145549aeb46548898835e4ac_208) | | | [95](#i47ddae17145549aeb46548898835e4ac_208) | | |

| | | | [Consolidated Stat](#i47ddae17145549aeb46548898835e4ac_211)[ement](#i47ddae17145549aeb46548898835e4ac_211)[s of Comprehensive Income](#i47ddae17145549aeb46548898835e4ac_211) | | | [96](#i47ddae17145549aeb46548898835e4ac_211) | | |

| | | | [Consolidated State](#i47ddae17145549aeb46548898835e4ac_214)[ments of C](#i47ddae17145549aeb46548898835e4ac_214)[hanges in Shareholders](#i47ddae17145549aeb46548898835e4ac_214)[’](#i47ddae17145549aeb46548898835e4ac_214) [Equity](#i47ddae17145549aeb46548898835e4ac_214) | | | [97](#i47ddae17145549aeb46548898835e4ac_214) | | |

| | | | [C](#i47ddae17145549aeb46548898835e4ac_217)[onsolidated Statements of Cash Flows](#i47ddae17145549aeb46548898835e4ac_217) | | | [98](#i47ddae17145549aeb46548898835e4ac_217) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_223)[ote 1 - Significant Accounting P](#i47ddae17145549aeb46548898835e4ac_223)[olicies](#i47ddae17145549aeb46548898835e4ac_223) | | | [100](#i47ddae17145549aeb46548898835e4ac_223) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_241)[ote 3 -](#i47ddae17145549aeb46548898835e4ac_241) [Investment S](#i47ddae17145549aeb46548898835e4ac_241)[ecu](#i47ddae17145549aeb46548898835e4ac_241)[rities and Other Securities](#i47ddae17145549aeb46548898835e4ac_241) | | | [109](#i47ddae17145549aeb46548898835e4ac_241) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_244)[ote 4 - Loans and Leases](#i47ddae17145549aeb46548898835e4ac_244) | | | [113](#i47ddae17145549aeb46548898835e4ac_244) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_250)[ote 5 - Allowance for Credit Losses](#i47ddae17145549aeb46548898835e4ac_250) | | | [122](#i47ddae17145549aeb46548898835e4ac_250) | | |

| | | | [Note 9 - Operating Leases](#i47ddae17145549aeb46548898835e4ac_268) | | | [125](#i47ddae17145549aeb46548898835e4ac_268) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_271)[ote 10 - Borrowings](#i47ddae17145549aeb46548898835e4ac_271) | | | [125](#i47ddae17145549aeb46548898835e4ac_271) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_277)[ote 11 - Other Comprehensive Income](#i47ddae17145549aeb46548898835e4ac_277) | | | [128](#i47ddae17145549aeb46548898835e4ac_277) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_286)[ote 12 - Shareholders](#i47ddae17145549aeb46548898835e4ac_286)[’](#i47ddae17145549aeb46548898835e4ac_286) [Equi](#i47ddae17145549aeb46548898835e4ac_286)[ty](#i47ddae17145549aeb46548898835e4ac_286) | | | [129](#i47ddae17145549aeb46548898835e4ac_286) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_295)[ote 14 - Revenue](#i47ddae17145549aeb46548898835e4ac_295) [from Contracts with](#i47ddae17145549aeb46548898835e4ac_295) [Customers](#i47ddae17145549aeb46548898835e4ac_295) | | | [131](#i47ddae17145549aeb46548898835e4ac_295) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_298)[ote 15 - Share-Based Compens](#i47ddae17145549aeb46548898835e4ac_298)[ation](#i47ddae17145549aeb46548898835e4ac_298) | | | [133](#i47ddae17145549aeb46548898835e4ac_298) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_301)[ote 16 - Benefit Plans](#i47ddae17145549aeb46548898835e4ac_301) | | | [134](#i47ddae17145549aeb46548898835e4ac_301) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_307)[ote 17 - Income Taxes](#i47ddae17145549aeb46548898835e4ac_307) | | | [136](#i47ddae17145549aeb46548898835e4ac_307) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_310)[ote 18 - Fair Values of Assets and Liabil](#i47ddae17145549aeb46548898835e4ac_310)[ities](#i47ddae17145549aeb46548898835e4ac_310) | | | [138](#i47ddae17145549aeb46548898835e4ac_310) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_316)[ote 1](#i47ddae17145549aeb46548898835e4ac_316)[9 - Derivative Financial Instruments](#i47ddae17145549aeb46548898835e4ac_316) | | | [147](#i47ddae17145549aeb46548898835e4ac_316) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_322)[ote 20 - Variable Interest Entities](#i47ddae17145549aeb46548898835e4ac_322) | | | [153](#i47ddae17145549aeb46548898835e4ac_322) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_337)[ote 22 - Other Regulatory Matters](#i47ddae17145549aeb46548898835e4ac_337) | | | [156](#i47ddae17145549aeb46548898835e4ac_337) | | |

| | | | [N](#i47ddae17145549aeb46548898835e4ac_340)[ote 23 - Parent-Only Financial State](#i47ddae17145549aeb46548898835e4ac_340)[ments](#i47ddae17145549aeb46548898835e4ac_340) | | | [157](#i47ddae17145549aeb46548898835e4ac_340) | | |

See “[Risk Factors—Operational [removed: Risks](#i47ddae17145549aeb46548898835e4ac_3314)”] [added: Risks](#i58d7c8a6fea6413eaf952b6f196a5534_61)”] for information on risks from cybersecurity threats.

We regularly engage third parties to perform assessments on our cybersecurity measures, including cybersecurity maturity [removed: assessments,] [added: assessments] and independent reviews of our cybersecurity control environment and operating effectiveness.

The Board and the Technology Committee each receive regular presentations and reports on cybersecurity [removed: risks] [added: risks,] which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and cybersecurity considerations arising with respect to peers and vendors.

Huntington’s Chief Information Security Officer is a member of our [added: Information] Technology Risk Committee, a management-level committee that is principally responsible for overseeing our cybersecurity risk management program, in partnership with other business leaders across Huntington.

The Chief Information Security Officer also works with members of the ELT, which includes our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer, [added: Chief Information Officer,] and General Counsel.

Through ongoing communications with these multi-disciplinary teams and across Huntington, the Chief Information Security Officer regularly monitors the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents on an ongoing [removed: basis,] [added: basis] and reports such threats and incidents to the CEO, who then reports to the Technology Committee and the Board when appropriate, as discussed above.

46 Huntington Bancshares Incorporated

2025 Form 10-K 47

While we, and the third parties with whom we work, have experienced cybersecurity incidents, as well as adverse impacts from such incidents, we have not experienced material losses or other material consequences resulting from cybersecurity incidents experienced by us or such third parties.

However, we expect to continue to experience cybersecurity incidents resulting in adverse impacts with increased frequency and severity due to the evolving threat environment including the increasing use of AI by cyber threat actors, and there can be no assurance that future cybersecurity incidents, including incidents experienced by our third parties, will not have a material adverse impact on the Corporation, including its business strategy, results of operations and/or financial condition.

2024 Form 10-K 43

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

[removed: Our headquarters, as well as] [added: Both] the [removed: Bank’s, is] [added: Company’s and Bank’s headquarters are] located in the Huntington Center, a thirty-seven story office building located in Columbus, Ohio.

Additional information regarding our properties is set forth in Note [removed: 8] [added: 9] - “[Premises and [removed: Equipment](#i47ddae17145549aeb46548898835e4ac_265)”] [added: Equipment](#i58d7c8a6fea6413eaf952b6f196a5534_289)”] and Note [removed: 9] [added: 10] - “[Operating [removed: Leases](#i47ddae17145549aeb46548898835e4ac_268)”] [added: Leases](#i58d7c8a6fea6413eaf952b6f196a5534_292)”] of the Notes to Consolidated Financial Statements and is incorporated into this item by reference.

[removed: 44] [added: 48] Huntington Bancshares Incorporated

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

The common stock of Huntington Bancshares Incorporated is traded on the Nasdaq Global Stock Market under the symbol “HBAN.” As of [removed: January 31, 2025,] [added: February 1, 2026,] we had [removed: 28,217] [added: 32,327] shareholders of record.

Information regarding restrictions on dividends, as required by this Item, is set forth in Item 1: “Business - [Regulatory [removed: Matters](#i47ddae17145549aeb46548898835e4ac_31)”] [added: Matters](#i58d7c8a6fea6413eaf952b6f196a5534_34)”] and in Note [removed: 22] [added: 23] - “[Other Regulatory [removed: Matters](#i47ddae17145549aeb46548898835e4ac_337)”] [added: Matters](#i58d7c8a6fea6413eaf952b6f196a5534_367)”] of the Notes to Consolidated Financial Statements and incorporated into this Item by reference.

The following graph shows the changes, over the five-year period, in the value of $100 invested in (i) shares of Huntington’s Common Stock; (ii) the Standard & Poor’s 500 Stock Index (the S&P 500 Index) and (iii) Keefe, Bruyette & Woods (KBW) Bank Index, for the period December 31, [removed: 2019,] [added: 2020,] through December 31, [removed: 2024.][added: 2025.]

An investment of $100 on December 31, [removed: 2019,] [added: 2020,] and the reinvestment of all dividends, are assumed.

[removed: ][added: ]

| | | | [removed: 2019 | | |] [added: 2020] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2021] | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

For information regarding securities authorized for issuance under Huntington’s equity compensation plans, see Part III, [Item [removed: 12](#i47ddae17145549aeb46548898835e4ac_382).][added: 12](#i58d7c8a6fea6413eaf952b6f196a5534_409).]

Huntington did not have any unregistered sales of equity securities during the three months ended December 31, 2025.

| HBAN | | | $100 | | | | | | $127 | | | | | | $122 | | | $116 | | | $155 | | | $172 | | |

| S&P 500 | | | 100 | | | | | | 129 | | | | | | 105 | | | 133 | | | 166 | | | 196 | | |

| KBW Bank Index | | | 100 | | | | | | 138 | | | | | | 109 | | | 108 | | | 148 | | | 196 | | |

In April 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common shares.

The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board of Directors.

2025 Form 10-K 49

The following table provides information regarding Huntington’s purchases of its Common Stock during the three-month period ended December 31, 2025.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (1) | | |

| October 1, 2025 to October 31, 2025 | | | — | | | | | | $ | — | | | | | $ | 1,000,000,000 | |

| November 1, 2025 to November 30, 2025 | | | — | | | | | | — | | | | | | 1,000,000,000 | | |

| December 1, 2025 to December 31, 2025 | | | — | | | | | | — | | | | | | 1,000,000,000 | | |

| Total | | | — | | | | | | $ | — | | | | | $ | 1,000,000,000 | |

(1)The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly announced share repurchase authorizations.

| HBAN | | | $100 | | | | | | $89 | | | | | | $113 | | | $108 | | | $103 | | | $138 | | |

| S&P 500 | | | 100 | | | | | | 118 | | | | | | 152 | | | 125 | | | 157 | | | 197 | | |

| KBW Bank Index | | | 100 | | | | | | 90 | | | | | | 124 | | | 98 | | | 97 | | | 133 | | |

50 Huntington Bancshares Incorporated

2024 Form 10-K 45

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Information required by this item is set forth in the [Reports of Independent Registered Public Accounting [removed: Firm](#i47ddae17145549aeb46548898835e4ac_196)] [added: Firm](#i58d7c8a6fea6413eaf952b6f196a5534_217)] (PCAOB ID 238), [Consolidated Financial [removed: Statements](#i47ddae17145549aeb46548898835e4ac_205)] [added: Statements](#i58d7c8a6fea6413eaf952b6f196a5534_226)] and [Notes to Consolidated Financial [removed: Statements](#i47ddae17145549aeb46548898835e4ac_220),] [added: Statements](#i58d7c8a6fea6413eaf952b6f196a5534_241),] which is incorporated by reference into this item.

[removed: 90 Huntington] [added: Huntington] Bancshares [removed: Incorporated][added: Incorporated]

Management maintains a system of internal accounting [removed: controls, which] [added: controls that] includes the careful selection and training of qualified personnel, appropriate segregation of responsibilities, communication of written policies and procedures, and a broad program of internal audits.

During [removed: 2024,] [added: 2025,] the audit committee of the board of directors met regularly with Management, Huntington’s internal auditors, and the independent registered public accounting firm, PricewaterhouseCoopers LLP, to review the scope of their audits and to discuss the evaluation of internal accounting controls and financial reporting matters.

Huntington’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control—Integrated Framework (2013).* Based on that assessment, Management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on the next page.

[removed: ][added: ]

[added: | Stephen D.] Steinour [removed: –] Chairman, President, and Chief Executive Officer [added: | | | | | | Zachary Wasserman Senior Executive Vice President and Chief Financial Officer | | |]

[removed: ][added: ]

To the Board of Directors and Shareholders of [added: Huntington Bancshares Incorporated]

[added: 162] Huntington Bancshares Incorporated

We have audited the accompanying consolidated balance sheets of Huntington Bancshares Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: 92] [added: 164] Huntington Bancshares Incorporated

[removed: A company’s internal control over financial reporting] includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As described in Notes 1 and [removed: 5] [added: 6] to the consolidated financial statements, management’s estimate of the allowance for credit losses of [removed: $2.4] [added: $2.7] billion as of December 31, [removed: 2024] [added: 2025] includes a general reserve that consists of various risk-profile reserve components.

[removed: ][added: ]

| [added: At December 31, 2025] | | | [removed: At December 31,] | | | | | | | | | [added: | | | | | | | | | | | |]

| *(dollar amounts in millions)* | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and due from banks | | | $ | [removed: 1,685] [added: 1,783] | | | | | $ | [removed: 1,558] [added: 1,685] | |

| Interest-earning deposits with banks | | | [removed: 11,647] [added: 12,295] | | | | | | [removed: 8,765] [added: 11,647] | | |

| Trading account securities | | | [removed: 53] [added: 63] | | | | | | [removed: 125] [added: 53] | | |

| Available-for-sale securities | | | [removed: 27,273] [added: 26,132] | | | | | | [removed: 25,305] [added: 27,273] | | |

| Held-to-maturity securities | | | [removed: 16,368] [added: 15,258] | | | | | | [removed: 15,750] [added: 16,368] | | |

| Other securities | | | [removed: 823] [added: 994] | | | | | | [removed: 725] [added: 823] | | |

| Loans held for sale (includes [removed: $652] [added: $885] and [removed: $506] [added: $652,] respectively, measured at fair value) | | | [removed: 654] [added: 1,415] | | | | | | [removed: 516] [added: 654] | | |

| Loans and leases (includes [removed: $173] [added: $167] and [removed: $174] [added: $173,] respectively, measured at fair value) | | | [removed: 130,042] [added: 149,642] | | | | | | [removed: 121,982] [added: 130,042] | | |

| Allowance for loan and lease losses | | | [removed: (2,244)] [added: (2,537)] | | | | | | [removed: (2,255)] [added: (2,244)] | | |

| Net loans and leases (1) | | | [removed: 127,798] [added: 147,105] | | | | | | [removed: 119,727] [added: 127,798] | | |

| Bank owned life insurance | | | [removed: 2,793] [added: 2,902] | | | | | | [removed: 2,759] [added: 2,793] | | |

| Accrued income and other receivables | | | [removed: 2,190] [added: 2,621] | | | | | | [removed: 1,646] [added: 2,190] | | |

| Premises and equipment | | | [removed: 1,066] [added: 1,321] | | | | | | [removed: 1,109] [added: 1,066] | | |

| Goodwill | | | [removed: 5,561] [added: 5,997] | | | | | | 5,561 | | |

| Servicing rights and other intangible assets | | | [removed: 677] [added: 752] | | | | | | [removed: 672] [added: 677] | | |

| Other assets (1) | | | [removed: 5,642] [added: 6,468] | | | | | | [removed: 5,150] [added: 5,642] | | |

| Total assets | | | $ | [removed: 204,230] [added: 225,106] | | | | | $ | [removed: 189,368] [added: 204,230] | |

| Demand deposits—noninterest-bearing | | | $ | [removed: 29,345] [added: 32,205] | | | | | $ | [removed: 30,967] [added: 29,345] | |

As permitted by guidance issued by the Office of the Chief Accountant of the SEC, companies may exclude controls of an acquired business from their assessment of internal control over financial reporting for a period not to extend more than one year beyond the date of the acquisition.

Management’s assessment of the effectiveness of Huntington’s internal control over financial reporting as of December 31, 2025 did not include the internal controls of Veritex Holdings, Inc. and its subsidiaries (“Veritex”), which Huntington acquired on October 20, 2025.

The financial results of Veritex are included in Huntington’s consolidated financial statements since the date of acquisition.

As of and for the year ended December 31, 2025, Veritex's assets and revenues represented approximately 5% and 1% of Huntington’s consolidated assets and revenues, respectively.

See "Note 3.

Business Combinations" for further discussion of the Veritex acquisition and its impact on Huntington’s consolidated financial statements.

February 13, 2026

As described in the accompanying Report of Management's Assessment of Internal Control over Financial Reporting, management has excluded Veritex Holdings, Inc. and its subsidiaries (“Veritex”) from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Veritex from our audit of internal control over financial reporting.

Veritex’s total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

A company’s internal control over financial reporting

February 13, 2026

| *(dollar amounts in millions)* | | | 2025 | | | | | | 2024 | | |

See Note 21 - “[Variable Interest Entities](#i58d7c8a6fea6413eaf952b6f196a5534_352)” for additional information.

| Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, beginning of year | | | $ | 1,989 | | | | | 1,460,620 | | | | | | $ | 15 | | | | | $ | 15,484 | | | | | (6,984) | | | | | | $ | (86) | | | | | $ | (2,866) | | | | | $ | 5,204 | | | | | $ | 19,740 | | | | | $ | 42 | | | | | $ | 19,782 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,211 | | | | | | 2,211 | | | | | | 18 | | | | | | 2,229 | | |

| Veritex acquisition: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Issuance of common stock | | | | | | | | | 106,995 | | | | | | 1 | | | | | | 1,658 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,659 | | | | | | | | | | | | 1,659 | | |

| Conversion of equity awards | | | | | | | | | 1,043 | | | | | | — | | | | | | 16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16 | | | | | | | | | | | | 16 | | |

| Net proceeds from issuance of Series K Preferred Stock | | | 741 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 741 | | | | | | | | | | | | 741 | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (124) | | | | | | (124) | | | | | | | | | | | | (124) | | |

| Balance, end of year | | | $ | 2,731 | | | | | 1,574,920 | | | | | | $ | 16 | | | | | $ | 17,244 | | | | | (7,188) | | | | | | $ | (92) | | | | | $ | (1,908) | | | | | $ | 6,351 | | | | | $ | 24,342 | | | | | $ | 37 | | | | | $ | 24,379 | |

| Net losses (gains) on sales of securities | | | 58 | | | | | | — | | | | | | — | | |

| Gain from early extinguishment of debt | | | (11) | | | | | | (8) | | | | | | — | | |

| Short-term borrowings | | | 117 | | | | | | 21 | | | | | | — | | |

| Net cash and cash equivalents received from business combinations | | | 864 | | | | | | — | | | | | | — | | |

Consolidated Statements of Cash Flows (continued)

| Business combination: | | | | | | | | | | | | | | | | | |

| Fair value of tangible assets acquired | | | 11,057 | | | | | | — | | | | | | — | | |

| Goodwill and other intangible assets | | | 555 | | | | | | — | | | | | | — | | |

| Fair value of liabilities assumed | | | 10,792 | | | | | | — | | | | | | — | | |

| Common stock and equity-based awards issued | | | 1,682 | | | | | | — | | | | | | — | | |

Loans acquired in a business combination are recognized on the acquisition date at their estimated fair value based on expected future cash flows discounted at a market-based rate of interest and inclusive of adjustments for credit risk, interest rate risk, liquidity, and other factors.

Acquired loans that have experienced more-than-insignificant deterioration in credit quality since origination are classified as PCD loans.

An ACL is established for the initial estimate of expected credit losses on PCD loans as of the acquisition date and recorded through a gross-up adjustment to the loan’s amortized cost basis.

In addition, Huntington adopted ASU 2025-08 as of October 1, 2025, whereby non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an ACL also established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans’ amortized cost basis.

See [Note 3:](#i58d7c8a6fea6413eaf952b6f196a5534_256) “[Busines](#i58d7c8a6fea6413eaf952b6f196a5534_256)[s Combinations](#i58d7c8a6fea6413eaf952b6f196a5534_256)” for additional information on loans acquired in a business combination.

Additionally, the Company will utilize fair value for recording certain assets acquired in a business combination as well as assessing certain assets for impairment.

| | | | | | | | | |

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Stephen D.

Zachary Wasserman – Senior Executive Vice President and Chief Financial Officer

February 14, 2025

2024 Form 10-K 91

2024 Form 10-K 93

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2024 Form 10-K 95

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Amount | | | | | | Shares | | | | | | Amount | | | | | | Surplus | | | | | | Shares | | | | | | Amount | | | | | | | | | Earnings | | | | | | Equity | | | | | | Interest | | | | | | Equity | | | | | | | | |

| Balance, beginning of year | | | $ | 2,167 | | | | | 1,444,040 | | | | | | $ | 14 | | | | | $ | 15,222 | | | | | (6,298) | | | | | | $ | (79) | | | | | $ | (229) | | | | | $ | 2,202 | | | | | $ | 19,297 | | | | | $ | 21 | | | | | $ | 19,318 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,238 | | | | | | 2,238 | | | | | | 11 | | | | | | 2,249 | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (113) | | | | | | (113) | | | | | | | | | | | | (113) | | |

| Balance, end of year | | | $ | 2,167 | | | | | 1,449,390 | | | | | | $ | 14 | | | | | $ | 15,309 | | | | | (6,322) | | | | | | $ | (80) | | | | | $ | (3,098) | | | | | $ | 3,419 | | | | | $ | 17,731 | | | | | $ | 38 | | | | | $ | 17,769 | |

2024 Form 10-K 97

| Net cash paid in business acquisition | | | — | | | | | | — | | | | | | (223) | | |

2024 Form 10-K 99

| ASU 2023-02 - Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method | | | •Permits the election of the proportional amortization method for any tax equity investment that meets specific criteria. •Requires that the election be made on a tax-credit-program-by-tax-credit-program basis. •Receipt of tax credits must be accounted for using the flow through method. •Requires that a liability be recorded for delayed equity contributions. •Expands disclosure requirements for the nature of investments and financial statement effect. | | | •Huntington adopted the standard effective January 1, 2024 on a modified retrospective basis. •The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements. | | |

| ASU 2023-07 - Segment Reporting (Topic 280): Improvement to Reportable Segments | | | •Requires disclosure of the position and title of the CODM and significant segment expenses that the CODM is regularly provided. •Requires the disclosure of other segment items representing the difference between segment revenue and expense and the profit and loss measure of the segment. •Allows for the CODM to use more than one measure of segment profit and loss, as long as one measure is consistent with GAAP. | | | •Huntington adopted the standard effective for the year ended December 31, 2024. •The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements. •The amendments have been applied retrospectively to all periods presented and segment expense categories are based on the categories identified at adoption. •Refer to Note 24 - “[Segment Reporting](#i47ddae17145549aeb46548898835e4ac_343)” for additional disclosure information. | | |

| Residential MBS | | | 13,155 | | | | | | 3 | | | | | | (1,776) | | | | | | 11,382 | | |

| Residential CMO | | | 3,592 | | | | | | — | | | | | | (408) | | | | | | 3,184 | | |

| Commercial MBS | | | 2,536 | | | | | | — | | | | | | (709) | | | | | | 1,827 | | |

| Corporate debt | | | 2,202 | | | | | | 79 | | | | | | (238) | | | | | | 2,043 | | |

| Residential MBS | | | $ | 9,368 | | | | | $ | 1 | | | | | $ | (1,145) | | | | | $ | 8,224 | |

| Residential CMO | | | 4,770 | | | | | | 6 | | | | | | (664) | | | | | | 4,112 | | |

| Commercial MBS | | | 1,509 | | | | | | — | | | | | | (224) | | | | | | 1,285 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| At December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Residential MBS | | | $ | 207 | | | | | $ | (2) | | | | | $ | 10,913 | | | | | $ | (1,774) | | | | | $ | 11,120 | | | | | $ | (1,776) | |

| Residential CMO | | | 543 | | | | | | (7) | | | | | | 2,641 | | | | | | (401) | | | | | | 3,184 | | | | | | (408) | | |

| Total federal agency and other agency securities | | | 750 | | | | | | (9) | | | | | | 15,462 | | | | | | (2,890) | | | | | | 16,212 | | | | | | (2,899) | | |

| Municipal securities | | | 625 | | | | | | (19) | | | | | | 2,496 | | | | | | (146) | | | | | | 3,121 | | | | | | (165) | | |

| Residential CMO | | | 156 | | | | | | (1) | | | | | | 3,542 | | | | | | (663) | | | | | | 3,698 | | | | | | (664) | | |

| Commercial MBS | | | — | | | | | | — | | | | | | 1,285 | | | | | | (224) | | | | | | 1,285 | | | | | | (224) | | |

| Total federal agency and other agency securities | | | 156 | | | | | | (1) | | | | | | 13,030 | | | | | | (2,038) | | | | | | 13,186 | | | | | | (2,039) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| At December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Huntington maintains disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the [removed: Exchange Act), are] [added: “Exchange Act”), is] recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Huntington’s management, with the participation of its Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2024.][added: 2025.]

Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2024,] [added: 2025,] Huntington’s disclosure controls and procedures were effective.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

As permitted by guidance issued by the Office of the Chief Accountant of the SEC, companies may exclude controls of an acquired business from their assessment of internal control over financial reporting for a period not to extend more than one year beyond the date of the acquisition.

Management’s assessment of the effectiveness of Huntington’s internal control over financial reporting as of December 31, 2025 did not include the internal controls of Veritex Holdings, Inc. and its subsidiaries (“Veritex”), which Huntington acquired on October 20, 2025.

The financial results of Veritex are included in Huntington’s consolidated financial statements since the date of acquisition.

As of and for the year ended December 31, 2025, Veritex's assets and revenues represented approximately 5% and 1% of Huntington’s consolidated assets and revenues, respectively.

See "Note 3.

[](#i58d7c8a6fea6413eaf952b6f196a5534_256)[Business Combinations](#i58d7c8a6fea6413eaf952b6f196a5534_256)" for further discussion of the Veritex acquisition and its impact on Huntington’s consolidated financial statements.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | | | | Character of Trading Arrangement (1) | | | | | | Date Adopted | | | | | | Duration (2) | | | | | | Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement (3) | | |

| Scott D. Kleinman, Senior Executive Vice President & President of Commercial Banking | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | December 8, 2025 | | | | | | December 2, 2026 | | | | | | Up to 149,414.009 | | |

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(1) Except as indicated by footnote, each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

(2) Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

Each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

(3) Includes: (i) up to a maximum of 66,769.764 Performance Stock Units, net of shares withheld to cover tax withholding obligations, anticipated to vest during the term of the plan; (ii) up to a maximum of 36,126.939 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Restricted Share Units with the original grant date of March 1, 2022; (iii) up to a maximum of 33,384.306 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Restricted Share Units with the original grant date of March 1, 2023; (iv) 1,968 shares of common stock issuable on the exercise of employee stock options expected to be exercised via same day sale; and (v) 11,165 shares of common stock issuable upon the exercise of employee stock options expected to be exercised via same day sale.

On November 19, 2024, Scott D.

Kleinman, our Senior Executive Vice President and President of Commercial Banking, adopted a trading plan intended to satisfy the conditions under Rule 1-b5-1(c) of the Exchange Act.

Mr. Kleinman’s plan covers the following:

- the exercise of up to 8,054 shares of common stock underlying stock options; and

- the vesting and sale of up to 69,570.125 shares of common stock underlying performance share units; in amounts and prices determined in accordance with formulae set forth in the plan.

The plan terminates on the earlier of the date all the shares under the plan are sold and May 1, 2025.

On December 13, 2024, Amit Dhingra, our Executive Vice President and Chief Enterprise Payments Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Dhingra’s plan is for the sale of up to 15,000 shares of common stock in amounts and prices determined in accordance with formulae set forth in the plan.

The plan terminates on the earlier of the date all the shares under the plan are sold and January 16, 2026.

We refer in Part III of this report to relevant sections of our [removed: 2025] [added: 2026] Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our [removed: 2024] [added: 2025] fiscal year.

Portions of our [removed: 2025] [added: 2026] Proxy Statement, including the sections we refer to in this report, are incorporated by reference into this report.

2025 Form 10-K 175

162 Huntington Bancshares Incorporated

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Information required by this item is set forth under the captions Election of Directors, Our Executive Officers, Family Relationships, Delinquent Section 16(a) Reports, Codes of Ethics, Proposals by Shareholders for the [removed: 2026] [added: 2027] Annual Meeting, Recommendations for Directorship, and Board Committee Information of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

Information required by this item is set forth under the captions Compensation of Executive Officers and Compensation of Directors of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

The following table sets forth information about Huntington common stock authorized for issuance under Huntington’s existing equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

(3)As of December 31, [removed: 2024,] [added: 2025,] an additional [removed: 438,574] [added: 211,564] common shares, at a weighted-average exercise price of [removed: $11.46,] [added: $17.35,] are to be issued upon exercise or vesting under the TCF Incentive Plan, which was assumed in the acquisition of TCF, is no longer active, and for which Huntington has not reserved the right to make subsequent grants or awards.

(4)The weighted-average exercise prices in this column are based on outstanding options and do not take into account unvested awards of restricted stock [removed: awards, restricted stock] units and performance share [removed: units] [added: units,] and unreleased deferred share units as these awards do not have an exercise price.

The information related to Item 403 of Regulation S-K is set forth under the caption Ownership of Voting Stock of our [removed: 2025] [added: 2026] Proxy Statement, which is incorporated by reference into this item.

| Equity compensation plans approved by security holders | | | | | | 35,115,299 | | | | | | $ | 12.84 | | | | | 37,658,717 | | |

| Total | | | | | | 35,115,299 | | | | | | $ | 12.84 | | | | | 37,658,717 | | |

| Equity compensation plans approved by security holders | | | | | | 35,649,066 | | | | | | $ | 12.77 | | | | | 37,914,765 | | |

| Total | | | | | | 35,649,066 | | | | | | $ | 12.77 | | | | | 37,914,765 | | |

Information required by this item is set forth under the captions Review, Approval, or Ratification of Transactions with Related Persons and Independence of Directors of our [removed: 2025] [added: 2026] Proxy Statement, which are incorporated by reference into this item.

176 Huntington Bancshares Incorporated

2024 Form 10-K 163

[Table of](#i47ddae17145549aeb46548898835e4ac_10) [Contents](#i47ddae17145549aeb46548898835e4ac_10)

Information required by this item is set forth under the caption Audit Matters of our [removed: 2025] [added: 2026] Proxy [removed: Statement] [added: Statement,] which is incorporated by reference into this item.

[removed: 164] [added: 178] Huntington Bancshares Incorporated

The SEC maintains [removed: an Internet web site] [added: a website] that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC.

The address of the [removed: site] [added: website] is *http://www.sec.gov*.

The reports and other information filed by us with the SEC are also available free of charge [removed: at] [added: on the Investor Relations portion of] our [removed: Internet web site.][added: website.]

The address of the [removed: site] [added: website] is [removed: *http://www.huntington.com*.][added: *http://www.ir.huntington.com*.]

Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those [removed: web sites] [added: websites] is not part of this report.

[removed: You also should be able to inspect] [added: Our] reports, proxy statements, and other information about us [added: is also available for inspection] at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.

| 2.1 | | | [Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial Corporation](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm) | | | [Current Report on Form 8-K [removed: dated December 17, 2020.](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm)] [added: dated](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm) [D](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm)[ecember 13, 2020](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm)[.](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm)] | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm) | | | [2.1](https://www.sec.gov/Archives/edgar/data/49196/000114036120028734/nc10018007x1_ex2-1.htm) | | |

| 3.1 | | | [Articles [removed: Supplementary] of [added: Restatement of] Huntington Bancshares Incorporated, as of January 18, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | | [Current Report on Form 8-K dated January 16, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | | [removed: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | | [removed: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] | | |

| [removed: 3.2] [added: 3.6] | | | [Articles of [added: Amendment of Huntington Bancshares Incorporated to Articles of] Restatement of Huntington Bancshares Incorporated, as of [removed: January 18, 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: June 8, 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | | [Current Report on Form 8-K dated [removed: January 16, 2019.](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: June 8, 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | | [removed: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | | [removed: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000004919619000005/hban-2019x01x16x8kxex32.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] | | |

| [removed: 3.3] [added: 3.4] | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.](https://www.sec.gov/Archives/edgar/data/49196/000119312521034332/d62360dex31.htm) | | | [Current Report on Form 8-K dated February 5, 2021](https://www.sec.gov/Archives/edgar/data/49196/000119312521034332/d62360dex31.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312521034332/d62360dex31.htm) | | | [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312521034332/d62360dex31.htm) | | |

| [removed: 3.4] [added: 3.3] | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.](https://www.sec.gov/Archives/edgar/data/49196/000119312520215014/d79165dex31.htm) | | | [Current Report on Form 8-K dated August 5, 2020.](https://www.sec.gov/Archives/edgar/data/49196/000119312520215014/d79165dex31.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312520215014/d79165dex31.htm) | | | [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312520215014/d79165dex31.htm) | | |

| [removed: 3.5] [added: 3.2] | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.](https://www.sec.gov/Archives/edgar/data/49196/000119312520159678/d937169dex31.htm) | | | [Current Report on Form 8-K dated May 28, 2020](https://www.sec.gov/Archives/edgar/data/49196/000119312520159678/d937169dex31.htm). | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312520159678/d937169dex31.htm) | | | [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312520159678/d937169dex31.htm) | | |

| [removed: 3.6] [added: 3.5] | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm) | | | [Current Report on Form 8-K dated June 8, 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm) | | | [3.1](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-1.htm) | | |

| 3.7 | | | [Articles [removed: of Amendment of Huntington Bancshares Incorporated to Articles of Restatement] [added: Supplementary] of Huntington Bancshares Incorporated, as of [removed: June 8, 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: March 3, 2023](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | | [Current Report on Form 8-K dated [removed: June 8, 2021](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: March 2, 2023](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | | [removed: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | | [removed: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000114036121020258/nt10025590x4_ex3-2.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] | | |

| 3.8 | | | [Articles Supplementary of Huntington Bancshares Incorporated, as of [removed: March 3, 2023](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: September 10, 2025](https://www.sec.gov/Archives/edgar/data/49196/000119312525201383/d947096dex31.htm)] | | | [Current Report on Form 8-K dated [removed: March 2, 2023](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: September 10, 2025.](https://www.sec.gov/Archives/edgar/data/49196/000119312525201383/d947096dex31.htm)] | | | [removed: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312525201383/d947096dex31.htm)] | | | [removed: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312523061394/d412387dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/49196/000119312525201383/d947096dex31.htm)] | | |

| [removed: 3.9] [added: 3.10] | | | [Bylaws of Huntington Bancshares Incorporated, as amended and restated on July [removed: 19, 2023](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: 17, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/49196/000004919624000072/hban-20240717.htm)] | | | [Current Report on Form 8-K dated July [removed: 19, 2023](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: 17, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/49196/000004919624000072/hban-20240717.htm)] | | | [removed: [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: [001-34073](https://www.sec.gov/ix?doc=/Archives/edgar/data/49196/000004919624000072/hban-20240717.htm)] | | | [removed: [3.2](https://www.sec.gov/Archives/edgar/data/49196/000004919623000076/huntingtonbancsharesincorp.htm)] [added: [3.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/49196/000004919624000072/hban-20240717.htm)] | | |

| 4.1 | | | Instruments defining the Rights of Security Holders — reference is made to Articles [removed: Fifth, Eighth,] [added: Fifth] and [removed: Tenth] [added: Eighth] of [added: Exhibit A to the] Articles of Restatement of [removed: Charter,] [added: Huntington Bancshares Incorporated,] as amended and supplemented. [removed: Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.] | | | | | | | | | | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/49196/000004919625000020/hban20241231ex42-10k.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/49196/000004919626000015/hban20251231ex42-10k.htm)] | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/49196/000004919625000020/hban20241231ex42-10k.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/49196/000004919626000015/hban20251231ex42-10k.htm)] | | | | | | | | | | | |

| 10.1 | | | [removed: [* Form] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit3.htm)[Form] of Executive Agreement for certain executive officers.](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit3.htm) | | | [Current Report on Form 8-K, dated November 28, 2012.](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit3.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit3.htm) | | | [10.3](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit3.htm) | | |

| 10.2(P) | | | [removed: * Deferred] [added: *Deferred] Compensation Plan and Trust for Directors | | | Post-Effective Amendment No. 2 to Registration Statement on Form S-8 filed [removed: on] January 28, 1991. | | | 33-10546 | | | 4(a) | | |

| 10.3 | | | [removed: [* The] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000119312514054675/d670111dex108.htm)[The] Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, amended and restated, effective January 1, 2014.](https://www.sec.gov/Archives/edgar/data/49196/000119312514054675/d670111dex108.htm) | | | [Annual Report on Form 10-K for the year ended December 31, 2013.](https://www.sec.gov/Archives/edgar/data/49196/000119312514054675/d670111dex108.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000119312514054675/d670111dex108.htm) | | | [10.8](https://www.sec.gov/Archives/edgar/data/49196/000119312514054675/d670111dex108.htm) | | |

| 10.4 | | | [removed: [* Form] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit1.htm)[Form] of Employment Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit1.htm) | | | [Current Report on Form 8-K dated November 28, 2012.](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit1.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit1.htm) | | | [10.1](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit1.htm) | | |

| 10.5 | | | [removed: [* Form] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit2.htm)[Form] of Executive Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit2.htm) | | | [Current Report on Form 8-K dated November 28, 2012.](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit2.htm) | | | [001-34073](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit2.htm) | | | [10.2](https://www.sec.gov/Archives/edgar/data/49196/000129993312002668/exhibit2.htm) | | |

| 10.6 | | | [removed: [* Restricted] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm)[Restricted] Stock Unit Deferral Agreement.](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm) | | | [Current Report on Form 8-K [removed: dated July 24, 2006.](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm)] [added: dated](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm) [July 18, 2006](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm)[.](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm)] | | | [000-02525](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm) | | | [99.3](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit3.htm) | | |

| 10.7 | | | [removed: [* Director] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit4.htm)[Director] Deferred Stock Award Notice.](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit4.htm) | | | [Current Report on Form 8-K dated July 24, 2006.](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit4.htm) | | | [000-02525](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit4.htm) | | | [99.4](https://www.sec.gov/Archives/edgar/data/49196/000129993306004871/exhibit4.htm) | | |

| 10.8 | | | [removed: [* Huntington] [added: [*](https://www.sec.gov/Archives/edgar/data/49196/000119312507085352/ddefm14a.htm#toc21747_111)[Huntington] Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/49196/000119312507085352/ddefm14a.htm#toc21747_111) | | | [Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.](https://www.sec.gov/Archives/edgar/data/49196/000119312507085352/ddefm14a.htm#toc21747_111) | | | [000-02525](https://www.sec.gov/Archives/edgar/data/49196/000119312507085352/ddefm14a.htm#toc21747_111) | | | [G](https://www.sec.gov/Archives/edgar/data/49196/000119312507085352/ddefm14a.htm#toc21747_111) | | |