Item 8. Financial Statements and Supplementary Data

Information required by this item is set forth in the Reports of Independent Registered Public Accounting Firm (PCAOB ID 238), Consolidated Financial Statements and Notes to Consolidated Financial Statements, which is incorporated by reference into this item.

2025 Form 10-K 97

REPORT OF MANAGEMENT’S EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Management of Huntington Bancshares Incorporated (Huntington or the Company) is responsible for the financial information and representations contained in the Consolidated Financial Statements and other sections of this report. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States. In all material respects, they reflect the substance of transactions that should be included based on informed judgments, estimates, and currently available information. Management maintains a system of internal accounting 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. The costs of the controls are balanced against the expected benefits. During 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. The independent registered public accounting firm and the internal auditors have free access to, and meet confidentially with, the audit committee to discuss appropriate matters. Also, Huntington maintains a disclosure review committee. This committee’s purpose is to design and maintain disclosure controls and procedures to ensure that material information relating to the financial and operating condition of Huntington is properly reported to its chief executive officer, chief financial officer, chief auditor, and the audit committee of the board of directors in connection with the preparation and filing of periodic reports and the certification of those reports by the chief executive officer and the chief financial officer.

REPORT OF MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Huntington’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 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, 2025, the Company’s internal control over financial reporting is effective based on those criteria. 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. The Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on the next page.

Stephen D. Steinour Chairman, President, and Chief Executive Officer						Zachary Wasserman Senior Executive Vice President and Chief Financial Officer

February 13, 2026

98 Huntington Bancshares Incorporated

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Huntington Bancshares Incorporated

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Huntington Bancshares Incorporated and its subsidiaries (the “Company”) as of December 31, 2025 and 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, 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting

2025 Form 10-K 99

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the General Reserve of the Allowance for Credit Losses

As described in Notes 1 and 6 to the consolidated financial statements, management’s estimate of the allowance for credit losses of $2.7 billion as of December 31, 2025 includes a general reserve that consists of various risk-profile reserve components. The risk-profile components consider items unique to the Company’s structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the Company’s loan portfolios including, but not limited to, economic uncertainty, concentrations, portfolio composition, industry comparisons, and internal review functions.

The principal considerations for our determination that performing procedures relating to the valuation of the general reserve of the allowance for credit losses is a critical audit matter are (i) the significant judgment by management when determining the general reserve, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the methodology and assumptions used to determine the general reserve, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls related to the valuation of the general reserve of the allowance for credit losses. These procedures also included, among others, testing management’s process for determining the general reserve, including evaluating the appropriateness of management’s methodology, testing the completeness and accuracy of data utilized by management and evaluating the reasonableness of assumptions relating to the general reserve. Evaluating management’s assumptions related to the general reserve involved evaluating whether the assumptions used were reasonable considering portfolio composition, relevant market data, and indicators of economic uncertainty. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s methodology and assumptions related to the general reserve.

PricewaterhouseCoopers LLP

Columbus, Ohio

February 13, 2026

We have served as the Company’s auditor since 2015.

100 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Balance Sheets

			At December 31,
(dollar amounts in millions)			2025						2024
Assets
Cash and due from banks			$	1,783					$	1,685
Interest-earning deposits with banks			12,295						11,647
Trading account securities			63						53
Available-for-sale securities			26,132						27,273
Held-to-maturity securities			15,258						16,368
Other securities			994						823
Loans held for sale (includes $885 and $652, respectively, measured at fair value)			1,415						654
Loans and leases (includes $167 and $173, respectively, measured at fair value)			149,642						130,042
Allowance for loan and lease losses			(2,537)						(2,244)
Net loans and leases (1)			147,105						127,798
Bank owned life insurance			2,902						2,793
Accrued income and other receivables			2,621						2,190
Premises and equipment			1,321						1,066
Goodwill			5,997						5,561
Servicing rights and other intangible assets			752						677
Other assets (1)			6,468						5,642
Total assets			$	225,106					$	204,230
Liabilities and shareholders’ equity
Liabilities
Deposits:
Demand deposits—noninterest-bearing			$	32,205					$	29,345
Interest-bearing			144,405						133,103
Total deposits			176,610						162,448
Short-term borrowings			1,261						199
Long-term debt (1) (includes $1,161 and $821, respectively, measured at fair value)			17,221						16,374
Other liabilities (1)			5,635						5,427
Total liabilities			200,727						184,448
Commitments and Contingent Liabilities (Note 22)
Shareholders’ equity
Preferred stock			2,731						1,989
Common stock			16						15
Capital surplus			17,244						15,484
Less treasury shares, at cost			(92)						(86)
Accumulated other comprehensive income (loss)			(1,908)						(2,866)
Retained earnings			6,351						5,204
Total Huntington shareholders’ equity			24,342						19,740
Non-controlling interest			37						42
Total equity			24,379						19,782
Total liabilities and equity			$	225,106					$	204,230
Common shares authorized (par value of $0.01)			2,250,000,000						2,250,000,000
Common shares outstanding			1,567,732,506						1,453,635,809
Treasury shares outstanding			7,187,541						6,984,102
Preferred stock, authorized shares			6,617,808						6,617,808
Preferred shares outstanding			885,000						877,500

(1)Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $669 million, $431 million, $600 million, and $152 million, respectively, at December 31, 2025, and $1.1 billion, $264 million, $1.0 billion, and $109 million, respectively, at December 31, 2024. See Note 21 - “Variable Interest Entities” for additional information.

See Notes to Consolidated Financial Statements

2025 Form 10-K 101

Huntington Bancshares Incorporated

Consolidated Statements of Income

			Year Ended December 31,
(dollar amounts in millions, except per share data, share amounts in thousands)			2025						2024						2023
Interest and fee income:
Loans and leases			$	8,092					$	7,481					$	6,811
Available-for-sale securities
Taxable			1,023						1,251						1,016
Tax-exempt			132						112						104
Held-to-maturity securities-taxable			423						385						401
Other securities-taxable			47						42						53
Other			593						650						531
Total interest income			10,310						9,921						8,916
Interest expense:
Deposits			3,282						3,572						2,497
Short-term borrowings			50						69						179
Long-term debt			987						935						801
Total interest expense			4,319						4,576						3,477
Net interest income			5,991						5,345						5,439
Provision for credit losses			463						420						402
Net interest income after provision for credit losses			5,528						4,925						5,037
Noninterest income:
Payments and cash management revenue			664						620						585
Wealth and asset management revenue			409						364						328
Customer deposit and loan fees			390						334						312
Capital markets and advisory fees			346						327						248
Mortgage banking income			141						130						109
Insurance income			81						77						74
Leasing revenue			66						79						112
Net gains (losses) on sales of securities			(58)						(21)						(7)
Other noninterest income			136						130						160
Total noninterest income			2,175						2,040						1,921
Noninterest expense:
Personnel costs			2,995						2,701						2,529
Outside data processing and other services			772						665						605
Equipment			268						267						263
Net occupancy			232						221						246
Professional services			155						99						99
Marketing			127						116						115
Deposit and other insurance expense			65						114						302
Amortization of intangibles			46						47						50
Lease financing equipment depreciation			13						15						27
Other noninterest expense			342						317						338
Total noninterest expense			5,015						4,562						4,574
Income before income taxes			2,688						2,403						2,384
Provision for income taxes			459						443						413
Income after income taxes			2,229						1,960						1,971
Income attributable to non-controlling interest			18						20						20
Net income attributable to Huntington			2,211						1,940						1,951
Dividends on preferred shares			124						134						142
Impact of preferred stock redemptions and repurchases			—						5						(8)
Net income applicable to common shares			$	2,087					$	1,801					$	1,817
Average common shares—basic			1,478,945						1,451,421						1,446,449
Average common shares—diluted			1,504,836						1,476,442						1,468,016
Per common share:
Net income—basic			$	1.41					$	1.24					$	1.26
Net income—diluted			1.39						1.22						1.24

See Notes to Consolidated Financial Statements

102 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Net income attributable to Huntington			$	2,211					$	1,940					$	1,951
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on available-for-sale securities, net of hedges			627						(271)						154
Net change related to cash flow hedges on loans			294						96						269
Translations adjustments, net of hedges			8						(6)						2
Change in accumulated unrealized losses for pension and other post-retirement obligations			29						(9)						(3)
Other comprehensive income (loss), net of tax			958						(190)						422
Comprehensive income attributable to Huntington			3,169						1,750						2,373
Comprehensive income attributed to non-controlling interest			18						20						20
Comprehensive income			$	3,187					$	1,770					$	2,393

See Notes to Consolidated Financial Statements

2025 Form 10-K 103

Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity

			Preferred Stock						Common Stock																														AOCI												Huntington Shareholders’ Equity						Non-controlling Interest
(dollar amounts in millions, except per share data, share amounts in thousands)									Capital Surplus						Treasury Stock															Retained Earnings												Total Equity
Amount						Shares						Amount									Shares						Amount
Year Ended December 31, 2025
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
Other comprehensive income, net of tax																																							958												958												958
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
Cash dividends declared:
Common ($0.62 per share)																																													(938)						(938)												(938)
Preferred																																													(124)						(124)												(124)
Recognition of the fair value of share-based compensation																					113																														113												113
Other share-based compensation activity									6,262						—						(29)																								(2)						(31)												(31)
Other			1																		2						(204)						(6)																		(3)						(23)						(26)
Balance, end of year			$	2,731					1,574,920						$	16					$	17,244					(7,188)						$	(92)					$	(1,908)					$	6,351					$	24,342					$	37					$	24,379
Year Ended December 31, 2024
Balance, beginning of year			$	2,394					1,455,723						$	15					$	15,389					(7,403)						$	(91)					$	(2,676)					$	4,322					$	19,353					$	45					$	19,398
Net income																																													1,940						1,940						20						1,960
Other comprehensive loss, net of tax																																							(190)												(190)												(190)
Redemption of preferred stock			(405)																		—																								(5)						(410)												(410)
Cash dividends declared:
Common ($0.62 per share)																																													(916)						(916)												(916)
Preferred																																													(134)						(134)												(134)
Recognition of the fair value of share-based compensation																					106																														106												106
Other share-based compensation activity									4,897						—						(13)																								(3)						(16)												(16)
Other																					2						419						5																		7						(23)						(16)
Balance, end of year			$	1,989					1,460,620						$	15					$	15,484					(6,984)						$	(86)					$	(2,866)					$	5,204					$	19,740					$	42					$	19,782
Year Ended December 31, 2023
Balance, beginning of year			$	2,167					1,449,390						$	14					$	15,309					(6,322)						$	(80)					$	(3,098)					$	3,419					$	17,731					$	38					$	17,769
Net income																																													1,951						1,951						20						1,971
Other comprehensive income, net of tax																																							422												422												422
Net proceeds from issuance of Series J Preferred Stock			317																																																317												317
Repurchase of preferred stock			(90)																		—																								8						(82)												(82)
Cash dividends declared:
Common ($0.62 per share)																																													(911)						(911)												(911)
Preferred																																													(142)						(142)												(142)
Recognition of the fair value of share-based compensation																					97																														97												97
Other share-based compensation activity									6,333						1						(17)																								(3)						(19)												(19)
Other																					—						(1,081)						(11)																		(11)						(13)						(24)
Balance, end of year			$	2,394					1,455,723						$	15					$	15,389					(7,403)						$	(91)					$	(2,676)					$	4,322					$	19,353					$	45					$	19,398

See Notes to Consolidated Financial Statements

104 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Operating activities
Net income			$	2,229					$	1,960					$	1,971
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			463						420						402
Depreciation, amortization, and accretion			762						622						798
Share-based compensation expense			113						106						97
Deferred income tax benefit			(403)						(26)						(302)
Net losses (gains) on sales of securities			58						—						—
Gain from early extinguishment of debt			(11)						(8)						—
Net change in:
Trading account securities			(10)						72						(106)
Loans held for sale			(170)						(227)						(83)
Other assets			(825)						(761)						(491)
Short-term borrowings			117						21						—
Other liabilities			230						(344)						341
Other, net			(71)						1						30
Net cash provided by operating activities			2,482						1,836						2,657
Investing activities
Change in interest-earning deposits with banks			297						(254)						23
Proceeds from:
Maturities and calls of available-for-sale securities			7,137						11,001						2,689
Maturities and calls of held-to-maturity securities			1,642						1,397						1,523
Maturities and calls of other securities			109						57						615
Sales of available-for-sale securities			1,691						990						767
Sales of other securities			—						—						144
Purchases of available-for-sale securities			(5,325)						(14,043)						(4,965)
Purchases of held-to-maturity securities			(515)						(2,037)						(256)
Purchases of other securities			(211)						(155)						(630)
Net proceeds from sales of loans and leases			457						391						450
Principal payments received under direct finance leases			1,856						1,769						1,891
Net loan and lease activity, excluding sales and purchases			(12,850)						(10,025)						(5,108)
Purchases of premises and equipment			(267)						(143)						(140)
Purchases of loans and leases			(981)						(680)						(71)
Net accrued income and other receivables activity			(332)						(474)						(17)
Net cash and cash equivalents received from business combinations			864						—						—
Other, net			81						87						88
Net cash used in investing activities			(6,347)						(12,119)						(2,997)
Financing activities
Increase in deposits			3,646						11,218						3,316
Increase (decrease) in short-term borrowings			785						(803)						(1,295)
Net proceeds from issuance of long-term debt			2,500						7,661						14,965
Repayment of long-term debt			(2,053)						(3,563)						(12,376)
Dividends paid on preferred stock			(108)						(143)						(134)
Dividends paid on common stock			(908)						(903)						(900)
Repurchase/redemption of preferred stock			—						(410)						(82)
Net proceeds from issuance of preferred stock			741						—						317
Other, net			(90)						(56)						(46)
Net cash provided by financing activities			4,513						13,001						3,765
Increase in cash and cash equivalents			648						2,718						3,425
Cash and cash equivalents at beginning of period (1)			12,847						10,129						6,704
Cash and cash equivalents at end of period (1)			$	13,495					$	12,847					$	10,129

2025 Form 10-K 105

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows (continued)

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Supplemental disclosures:
Interest paid			$	4,267					$	4,547					$	3,359
Income taxes paid			274						123						90
Non-cash activities:
Loans transferred to held-for-sale from portfolio			988						390						439
Loans transferred to portfolio from held-for-sale			23						34						22
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						—						—

(1) Includes cash and due from banks and interest-earning deposits at the FRB, included within Interest-earning deposits with banks on our Consolidated Balance Sheets.

See Notes to Consolidated Financial Statements

106 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Notes to Consolidated Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations — Huntington Bancshares Incorporated (Huntington or the Company) is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through its subsidiaries, including its bank subsidiary, The Huntington National Bank (the Bank), Huntington is engaged in providing full-service commercial and consumer deposit, lending, and other banking services to customers where the Bank has a local market presence and through select national businesses. These include, but are not limited to, payments, mortgage banking, indirect and direct consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.

Basis of Presentation — The Consolidated Financial Statements are presented in accordance with GAAP and include the accounts of Huntington and its majority-owned subsidiaries and VIEs in which Huntington has determined to be the primary beneficiary. All intercompany transactions and balances are eliminated in consolidation. Entities in which Huntington holds a controlling financial interest are consolidated. For a voting interest entity, a controlling financial interest is generally where Huntington holds, directly or indirectly, more than 50% of the outstanding voting shares. For a VIE, a controlling financial interest is where Huntington has the power to direct the activities of an entity that most significantly impact the entity’s economic performance and has an obligation to absorb losses or the right to receive benefits from the VIE. For consolidated entities where Huntington holds less than a 100% interest, Huntington recognizes non-controlling interest (included in shareholders’ equity) for the equity held by minority shareholders and non-controlling profit or loss (included in income attributable to non-controlling interest) for the portion of the entity’s earnings attributable to minority interests. Investments in companies that are not consolidated are accounted for using the equity method when Huntington has the ability to exert significant influence. Investments in non-marketable equity securities for which Huntington does not have the ability to exert significant influence are generally accounted for using fair value or a cost measurement alternative adjusted for impairment and other changes in observable prices. Investments in private investment partnerships that are accounted for under the equity method or the cost measurement alternative are included in other assets and Huntington’s earnings in equity investments are included in other noninterest income. Investments accounted for under the cost measurement alternative and equity methods are periodically evaluated for impairment.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that significantly affect amounts reported in the Consolidated Financial Statements. Huntington utilizes processes that involve the use of significant estimates and the judgments of management in determining the amount of its allowance for credit losses, income taxes, as well as certain fair value measurements. As with any estimate, actual results could differ from those estimates.

Cash and cash equivalents — For statements of cash flows purposes, cash and cash equivalents are defined as the sum of cash and due from banks and interest-earning deposits at the FRB, included within interest-earning deposits with banks on our Consolidated Balance Sheets.

Securities — Securities purchased with the intention of recognizing short-term profits or which are actively bought and sold are classified as trading account securities and reported at fair value. The unrealized gains or losses on trading account securities are recorded in other noninterest income. Debt securities purchased that Huntington has the positive intent and ability to hold to their maturity are classified as held-to-maturity securities. Held-to-maturity securities are recorded at amortized cost. All other debt securities are classified as available-for-sale securities. Available-for-sale securities are recognized and measured at fair value with any change in the fair value recognized in other comprehensive income. All equity securities are classified as other securities.

Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). The carrying value plus any related AOCI balance of sold securities is used to compute realized gains and losses. Interest on securities, including amortization of premiums and accretion of discounts using the effective interest method over the period to maturity, is included in interest income.

2025 Form 10-K 107

Non-marketable equity securities include stock held for membership and regulatory purposes, such as FHLB stock and FRB stock, and other non-marketable equity securities. These securities are accounted for at cost, evaluated for impairment, and are included in other securities. Other securities also include mutual funds and other marketable equity securities. These securities are carried at fair value, with changes in fair value recognized in other noninterest income.

Loans and Leases — Loans for which Huntington has the intent and ability to hold for the foreseeable future, or until maturity or payoff, except loans for which the fair value option has been elected, are carried at the principal amount outstanding, net of charge-offs, unamortized deferred loan origination fees and costs, premiums and discounts, and unearned income. Direct financing leases are reported at the aggregate of lease payments receivable and estimated residual values, net of unearned and deferred income, and any initial direct costs incurred to originate these leases. Renewal options for leases are at the option of the lessee and are typically not included in the measurement of the lease receivable as they are not considered reasonably certain of exercise. Purchase options are typically at fair value, and as such those options are not considered in the measurement of lease receivables or in lease classification. Interest income is accrued as earned using the interest method. Huntington defers the fees it receives from the origination of loans and leases, as well as the direct costs of those activities. Huntington also acquires loans at premiums and/or discounts to their contractual values. Huntington amortizes loan discounts, premiums, and net loan origination fees and costs over the contractual lives of the related loans using the effective interest method.

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: “Business Combinations” for additional information on loans acquired in a business combination.

A borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period is disclosed as a modification to a borrower experiencing financial difficulty. Huntington may modify loans to borrowers experiencing financial difficulty as a way of managing risk and mitigating credit loss from the borrower. Huntington may make various types of modifications and may in certain circumstances use a combination of modification types in order to mitigate future loss.

Impairment of the residual values of direct financing leases is evaluated quarterly, with impairment arising if the expected fair value is less than the carrying amount. Huntington assesses net investments in leases (including residual values) for impairment and recognizes losses in accordance with the impairment guidance for financial instruments. As such, net investments in leases may be reduced by an allowance for credit losses, with changes recognized as provision expense.

For leased equipment, the residual component of a direct financing lease represents the estimated fair value of the leased equipment at the end of the lease term. Huntington uses industry data, historical experience, and independent appraisals to establish these residual value estimates. Upon expiration of a lease, residual assets are remarketed, resulting in an extension of the lease by the lessee, a lease to a new customer, or purchase of the residual asset by the lessee or another party. Huntington also purchases insurance guaranteeing the value of certain residual assets.

Loans Held for Sale — Loans in which Huntington does not have the intent and ability to hold for the foreseeable future are classified as loans held for sale. Loans held for sale are carried at (a) the lower of cost or fair value less costs to sell, or (b) fair value where the fair value option is elected. The fair value option is generally elected for mortgage loans originated with the intent to sell.

108 Huntington Bancshares Incorporated

Nonaccrual and Past Due Loans — Loans are considered past due when the contractual amounts due with respect to principal and interest are not received within 30 days of the contractual due date.

Any loan in any portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. When a borrower with debt is discharged in a Chapter 7 bankruptcy and the debt is not reaffirmed by the borrower, the loan is determined to be collateral dependent and placed on nonaccrual status, unless there is a co-borrower or the repayment is likely to occur based on objective evidence.

When a loan is placed on nonaccrual status, any accrued interest is reversed and charged against interest income. Commercial loans and leases are placed on nonaccrual status at 90-days past due. First-lien home equity loans are placed on nonaccrual status at 150-days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120-days past due or when the related first-lien loan has been identified as nonaccrual. Automobile, RV and marine, and other consumer loans are generally fully charged-off at 120-days past due, and if not fully charged-off are placed on non-accrual. Residential mortgage loans are placed on nonaccrual status at 150-days past due, with the exception of residential mortgages guaranteed by government agencies which continue to accrue interest at the rate guaranteed by the government agency.

Cash receipts on NALs are applied against principal until the loan or lease has been collected in full, including the charged-off portion, after which time any additional cash receipts are recognized as interest income. However, for secured non-reaffirmed debt in a Chapter 7 bankruptcy, payments are applied to principal and interest when the borrower has demonstrated a capacity to continue payment of the debt and collection of the debt is reasonably assured.

Management monitors several factors to evaluate a borrower’s financial condition and their ability to make principal and interest payments. When, in management’s judgment, the borrower’s ability to make required principal and interest payments resumes and collectability is no longer in doubt, supported by sustained repayment history, the loan is returned to accrual status. For loans that are returned to accrual status, cash receipts are applied according to the contractual terms of the loan.

Collateral-dependent Loans — Certain commercial and consumer loans for which repayment is expected to be provided substantially through the operation or sale of the loan collateral are considered to be collateral-dependent.

Allowance for Credit Losses — Huntington performs an ACL evaluation on its loan and lease portfolio and its HTM and AFS securities portfolios. The ACL on loan and lease portfolio and HTM securities are provided through an expected loss methodology referred to as CECL methodology. The ACL on AFS securities is provided when a credit loss is deemed to have occurred for securities which Huntington does not intend to sell or is not required to sell. The CECL methodology also applies to credit exposures on off-balance-sheet loan commitments, financial guarantees not accounted for as insurance, including standby letters of credit, and other similar instruments not recognized as derivative financial instruments.

Loan and Lease portfolio - The ACL is deducted from the amortized cost basis of a financial asset or a group of financial assets so that the balance sheet reflects the net amount Huntington expects to collect. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, fair value hedge accounting adjustments, and deferred fees and costs. Subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a provision for credit losses or a reversal of provision for credit losses. Management estimates the allowance by utilizing models dependent upon loan risk characteristics and economic parameters. Commercial loan risk characteristics include but are not limited to risk ratings, industry type and maturity type. Consumer loan risk characteristics include but are not limited to FICO scores, LTV, and loan vintages. The economic parameters are developed using available information relating to past events, current conditions, and reasonable and supportable forecasts. Huntington’s reasonable and supportable forecast period reverts to a historical norm based on inputs within approximately two to three years. The reversion period is dependent on the state of the economy at the beginning of the forecast. Historical credit experience provides the basis for the estimation of expected credit losses, with adjustments made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels and terms, as well as for changes in the macroeconomic environment. The contractual terms of financial assets are adjusted for expected prepayments and any extensions outside of Huntington’s control.

2025 Form 10-K 109

The ACL is measured on a collective basis when similar risk characteristics exist. Loans that are determined to have unique risk characteristics are evaluated on an individual basis by management. If a loan is determined to be collateral dependent or meets the criteria to apply the collateral dependent practical expedient, expected credit losses are determined based on the fair value of the collateral at the reporting date, less costs to sell as appropriate.

Management believes the products within each of the entity’s portfolio classes exhibit similar risk characteristics. Huntington has identified its portfolio classes as disclosed in Note 5 - “Loans and Leases.”

In addition to the transaction reserve described above, Huntington also maintains a general reserve that consists of various risk-profile reserve components. The risk-profile components consider items unique to Huntington’s structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the loan portfolios including, but not limited to, economic uncertainty, concentrations, portfolio composition, industry comparisons and internal review functions.

Huntington has elected to exclude accrued interest receivable from the measurement of its ACL given the well-defined non-accrual policies in place for all loan portfolios which results in timely reversal of outstanding interest through interest income.

The estimate for the off-balance sheet exposures, the AULC, is determined using the same procedures and methodologies as used for the loan and lease portfolio supplemented by the information related to future draws and related credit loss expectations. The AULC is recorded in other liabilities in the Consolidated Balance Sheets.

HTM Securities - The allowance for HTM debt securities is estimated using a CECL methodology. Any expected credit loss is provided through the allowance for credit loss on HTM securities and is deducted from the amortized cost basis of the security so that the balance sheet reflects the net amount Huntington expects to collect. Nearly all of Huntington’s HTM debt securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Accordingly, there is a zero credit loss expectation on these securities.

AFS Securities - Huntington evaluates its AFS investment securities portfolio on a quarterly basis for indicators of impairment. Huntington assesses whether an impairment has occurred when the fair value of a debt security is less than the amortized cost at the balance sheet date. Management reviews the amount of unrealized loss, the credit rating history, market trends of similar security classes, time remaining to maturity, and the source of both interest and principal payments to identify securities which could potentially be impaired. For those debt securities that Huntington intends to sell or is more likely than not required to sell, before the recovery of their amortized cost basis, the difference between fair value and amortized cost is considered to be impaired and is recognized in provision for credit losses. For those debt securities that Huntington does not intend to sell or is not more likely than not required to sell, prior to expected recovery of amortized cost basis, the credit portion of the impairment is recognized through an allowance in provision for credit losses while the noncredit portion is recognized in OCI. In determining the credit portion, Huntington uses a discounted cash flow analysis, which includes evaluating the timing and amount of the expected cash flows. Non-credit-related impairment results from other factors, including increased liquidity spreads and higher interest rates.

Charge-off of Uncollectible Loans — Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency and that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs, unless the repayment is likely to occur based on objective evidence.

Commercial loans and leases are generally either charged off or written down to net realizable value at 90-days past due. Automobile, RV and marine, and other consumer loans are generally charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral at 150-days past due.

110 Huntington Bancshares Incorporated

Collateral — Huntington pledges assets as collateral as required for various transactions, including security repurchase agreements, public deposits, loan notes, derivative financial instruments, short-term borrowings, and long-term borrowings. Assets that have been pledged as collateral, including those that can be sold or repledged by the secured party, continue to be reported on the Consolidated Balance Sheets.

Huntington also accepts collateral, primarily as part of various transactions including derivative instruments and security resale agreements. Collateral received is excluded from the Consolidated Balance Sheets.

Premises and Equipment — Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the related assets. Buildings and building improvements are depreciated over an average of 30 to 40 years and 10 to 30 years, respectively. Land improvements and furniture and fixtures are depreciated over an average of 5 to 20 years, while equipment is depreciated over a range of 3 to 10 years. Leasehold improvements are amortized over the lesser of the asset’s useful life or the lease term, including any renewal periods for which renewal is reasonably assured. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Mortgage Servicing Rights — Huntington recognizes the rights to service mortgage loans as an asset when servicing is contractually separated from the underlying mortgage loans by sale or securitization of the loans with servicing rights retained or when purchased. MSRs are included in servicing rights and other intangible assets in the Consolidated Balance Sheets. All MSR assets are recorded at fair value. Any change in the fair value of MSRs during the period is recorded in mortgage banking income.

Goodwill and Other Intangible Assets — Under the acquisition method of accounting, the net assets of entities acquired by Huntington are recorded at their estimated fair value at the date of acquisition. The excess cost of consideration paid over the fair value of net assets acquired is recorded as goodwill. Goodwill is evaluated for impairment on an annual basis as of October 1st of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Other intangible assets with finite useful lives are amortized either on an accelerated or straight-line basis over their estimated useful lives. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Operating Leases (Lessee) — Huntington has elected not to include non-lease components in the measurement of right-of-use assets, and as such allocates the costs attributable to such components, where those costs are not separately identifiable, via per-square-foot costing analysis developed by the entity for owned and leased spaces. Huntington uses a portfolio approach to develop discount rates as its lease portfolio is comprised of substantially all branch space and office space used in the entity’s operations. That rate, an input used in the measurement of the entity’s right-of-use assets, leverages an incremental borrowing rate of appropriate tenor and collateralization.

Derivative Financial Instruments — Derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability (in other assets and other liabilities, respectively) and measured at fair value. Accounting for changes in fair value of derivatives depends on whether the derivative is designated and qualifies in a hedging relationship. At inception a derivative contract can be designated as:

• a qualifying hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge);

• a qualifying hedge of the variability of cash flows to be received or paid related to a recognized asset, liability or forecasted transaction (cash flow hedge); or

• a qualifying hedge of Huntington’s investment in non-U.S. dollar functional currency entities (net investment hedge).

2025 Form 10-K 111

Changes in the fair value of a derivative that has been designated and qualifies as a fair value hedge, along with the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of a derivative that has been designated and qualifies as a cash flow hedge are recorded in other comprehensive income, net of income taxes, and reclassified into earnings in the period during which the hedged item affects earnings. Changes in the fair value of derivatives that have been designated as net investment hedges are recorded in other comprehensive income, net of income taxes, and reclassified into earnings during the period the foreign entity is substantially liquidated or other elements of the currency translation adjustment are reclassified into earnings. Changes in the fair value of derivatives which do not qualify for hedge accounting are reported in current period earnings.

For those derivatives to which hedge accounting is applied, Huntington formally documents the hedging relationship and the risk management objective and strategy for undertaking the hedge. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, and, unless the hedge meets all of the criteria to assume there is no ineffectiveness, the method that will be used to assess the effectiveness of the hedging instrument. Huntington typically assesses effectiveness using statistical regression at inception and on an ongoing basis.

Hedge accounting is discontinued prospectively when:

• the derivative is no longer effective or expected to be effective in offsetting changes in the fair value, cash flows or changes in net investment of a hedged item (including firm commitments or forecasted transactions);

• the derivative expires, is sold, terminated, or exercised;

• the forecasted transaction is no longer probable of occurring by the end of the originally specified time period;

• the hedged firm commitment no longer meets the definition of a firm commitment; or

• the designation of the derivative as a hedging instrument is removed.

When hedge accounting is discontinued and the derivative no longer qualifies as an effective fair value, cash flow or net investment hedge, the derivative continues to be carried on the balance sheet at fair value and changes in fair value will be recorded in current period earnings unless re-designated.

Huntington offsets the fair value amounts recognized for derivative instruments and the fair value for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.

Fair Value Measurements — The Company records or discloses certain of its assets and liabilities at fair value. Additionally, the Company will utilize fair value for recording certain assets acquired in a business combination as well as assessing certain assets for impairment. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are classified within one of three levels in a valuation hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

*•*Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

*•*Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

*•*Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

112 Huntington Bancshares Incorporated

Bank Owned Life Insurance — Huntington’s bank owned life insurance policies are recorded at their cash surrender value. Huntington recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits. A portion of the cash surrender value is supported by holdings in separate accounts. Book value protection for the separate accounts is provided by the insurance carriers and a highly rated major bank.

Transfers of Financial Assets and Securitizations — Transfers of financial assets in which we have surrendered control over the transferred assets are accounted for as sales. In assessing whether control has been surrendered, Huntington considers whether the transferee would be a consolidated affiliate, the existence and extent of any continuing involvement in the transferred financial assets, and the impact of all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of transfer. Control is generally considered to have been surrendered when (i) the transferred assets have been legally isolated from Huntington or any of its consolidated affiliates, even in bankruptcy or other receivership, (ii) the transferee (or, if the transferee is an entity whose sole purpose is to engage in securitization or asset-backed financing that is constrained from pledging or exchanging the assets it receives, each third-party holder of its beneficial interests) has the right to pledge or exchange the assets (or beneficial interests) it received without any constraints that provide more than a trivial benefit to Huntington, and (iii) neither Huntington nor its consolidated affiliates and agents have (a) both the right and obligation under any agreement to repurchase or redeem the transferred assets before their maturity, (b) the unilateral ability to cause the holder to return specific financial assets that also provides Huntington with a more-than-trivial benefit (other than through a cleanup call) or (c) an agreement that permits the transferee to require Huntington to repurchase the transferred assets at a price so favorable that it is probable that it will require Huntington to repurchase them.

If the sale criteria are met, the transferred financial assets are removed from the balance sheet and a gain or loss on sale is recognized. If the sale criteria are not met, the transfer is recorded as a secured borrowing in which the assets remain on the balance sheet and the proceeds from the transaction are recognized as a liability. For the majority of financial asset transfers, it is clear whether or not Huntington has surrendered control. For other transfers, such as in the case of complex transactions or where Huntington have continuing involvement, we generally obtain a legal opinion as to whether the transfer results in a true sale by law.

Gains and losses on the loans and leases sold and servicing rights associated with loan and lease sales are determined when the related loans or leases are sold to either a securitization trust or third-party. For loan or lease sales with servicing retained, a servicing asset is recorded at fair value for the right to service the loans sold.

Pension and Other Postretirement Benefits — Huntington recognizes the funded status of the postretirement benefit plans on the Consolidated Balance Sheets. Net postretirement benefit cost charged to current earnings related to these plans is predominantly based on various actuarial assumptions regarding expected future experience.

Certain employees are participants in various defined contribution and other non-qualified supplemental retirement plans. Contributions to defined contribution plans are charged to current earnings.

In addition, Huntington maintains a 401(k) plan covering substantially all employees. Employer contributions to the plan are charged to current earnings.

Revenue Recognition — Huntington earns a variety of revenue including interest and fees from customers as well as revenues from non-customers. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC 606. Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income.

2025 Form 10-K 113

Huntington recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which Huntington expects to be entitled to in exchange for transferring goods or services to a customer. When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved. Generally, the variability relating to the consideration is explicitly stated in the contracts, but may also arise from Huntington’s customer business practices, for example, waiving certain fees related to customers deposit accounts. Huntington’s contracts generally do not contain terms that require significant judgment to determine the variability impacting the transaction price.

Control is transferred to a customer either at a point in time or over time. A performance obligation is deemed satisfied when the control over goods or services is transferred to the customer. To determine when control is transferred at a point in time, Huntington considers indicators, including, but not limited to, the right to payment for the asset, transfer of significant risk and rewards of ownership of the asset and acceptance of the asset by the customer.

Refer to Note 15 - “Revenue from Contracts with Customers” for details related to revenue from contracts with customers within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Income Taxes — Income taxes are accounted for under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income at the time of enactment of such change in tax rates.

Any interest or penalties due for payment of income taxes are included in the provision for income taxes. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is recorded. All positive and negative evidence is reviewed when determining how much of a valuation allowance is recognized on a quarterly basis. In determining the requirements for a valuation allowance, sources of possible taxable income are evaluated including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in appropriate carryback years, and tax-planning strategies. Huntington applies a more likely than not recognition threshold for all tax uncertainties.

Share-Based Compensation — Huntington uses the fair value based method of accounting for awards of HBAN stock granted to employees under various share-based compensation plans. Share-based compensation costs are recognized prospectively for all new awards granted under these plans. Compensation expense relating to stock options is calculated using a methodology that is based on the underlying assumptions of the Black-Scholes option pricing model and is charged to expense over the requisite service period (e.g., vesting period) taking into account retirement eligibility. Compensation expense relating to restricted stock awards is based upon the fair value of the awards on the date of grant and is charged to earnings over the requisite service period (e.g., vesting period) taking into account the retirement eligibility of the award.

Stock Repurchases — Acquisitions of Huntington stock are recorded at cost.

114 Huntington Bancshares Incorporated

2. ACCOUNTING STANDARDS UPDATE

Accounting standards adopted in the current period

Standard			Summary of guidance			Effects on financial statements
ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures			•Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria. •Requires disclosure of the amount of net income taxes paid for federal, state, and foreign taxes, including amounts in each jurisdiction where net taxes paid are equal to or greater than a 5% quantitative threshold. •Requires disclosure of pre-tax income disaggregated between domestic and foreign tax jurisdictions, as well as income tax expense disaggregated by federal, state, and foreign jurisdictions.			•Effective for fiscal years beginning after December 15, 2024, with the first disclosure additions included in this Annual Report on Form 10-K for the year ended December 31, 2025. •The amendments have been applied on a retrospective basis. •The adoption did not have a material impact on Huntington’s Consolidated Financial Statements. •See Note 18 - “Income Taxes” for additional disclosure information.
ASU 2025-08 - Financial Instruments—Credit Losses (Topic 326): Purchased Loans			•Expands the population of acquired financial assets accounted for subject to the gross-up approach to include acquired loans (excluding credit cards) which are deemed “purchased seasoned loans” and accounted for using the gross-up approach upon acquisition if certain criteria are met. •Requires recognition of an allowance for credit losses at acquisition for purchased seasoned loans similar to recognition for purchased financial assets with credit deterioration.			•Effective for interim and annual reporting periods beginning after December 15, 2026. •The amendments should be applied on a prospective basis, with early adoption permitted in an interim or annual reporting period in which financial statements have not yet been issued. •Huntington elected to early adopt ASU 2025-08 as of October 1, 2025.

Accounting standards yet to be adopted

Standard			Summary of guidance			Effects on financial statements
ASU 2025-09 - Derivatives and Hedging (Topic 815): Hedge Accounting Improvements			•More closely aligns hedge accounting with the economics of an entity’s risk management activities. •Allows grouping of forecasted transactions with similar risk exposure. •Enables hedging of variable price components of forecasted purchases or sales of nonfinancial assets. •Introduces a model for hedging interest payments on debt instruments with multiple rate options and allows a borrower to select a documented interest rate index and/or tenor without automatically discontinuing hedge accounting. •Removes the requirement for net written option test in certain compound derivative hedges.			•Effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted on any date on or after issuance of the ASU. •The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption. •In the period of adoption, an entity must disclose the nature of, and reason for, the change in accounting principle and the method of applying the change. •Huntington is in the process of evaluating the impact of this ASU on its consolidated financial statements.

2025 Form 10-K 115

3. BUSINESS COMBINATIONS

Veritex Acquisition

On October 20, 2025, Huntington completed its previously announced acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, pursuant to the Agreement and Plan of Merger dated July 13, 2025 (“Veritex Merger Agreement”). Upon completion of the acquisition, Veritex merged with and into Huntington, with Huntington as the surviving company, immediately followed by the merger of Veritex’s wholly owned subsidiary bank, Veritex Community Bank, with and into Huntington’s wholly owned subsidiary bank, Huntington National Bank, with Huntington National Bank as the surviving bank.

Under the terms of the agreement, Huntington issued 1.95 shares of its common stock for each outstanding share of Veritex common stock (“Veritex Merger Consideration”), in a 100% stock transaction, with cash paid in lieu of fractional shares. In addition, each holder of an outstanding Veritex stock option received cash equal to the per-share value of the Veritex Merger Consideration over the per-share exercise price, while any Veritex stock option with a per-share exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration, and each outstanding restricted stock unit representing a right to receive Veritex common stock was converted into a restricted stock unit representing a right to receive Huntington’s common stock as adjusted by the 1.95 exchange ratio. 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 based on the closing price of the Company’s common stock on October 17, 2025.

The acquisition of Veritex constituted a business combination in accordance with ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the assets and liabilities from Veritex are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. The purchase consideration allocation is considered preliminary as certain estimates related to the assets acquired and liabilities assumed are subject to continuing refinement. Valuations subject to refinement include, but are not limited to, loans, certain deposits, certain other assets, and the core deposit intangible asset.

116 Huntington Bancshares Incorporated

Preliminary Allocation of Purchase Consideration

The following table provides the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed from Veritex as of October 20, 2025.

(dollar amounts in millions)												Fair Value
Purchase consideration
Fair value of common stock issued												$	1,659
Fair value of equity-based awards												23
Cash												2
Total consideration												$	1,684
Assets acquired
Cash and due from banks												$	19
Interest-earning deposits with banks												943
Available-for-sale securities												1,274
Other securities												76
Loans held for sale												83
Loans and leases												9,300
Allowance for loan and lease losses												(143)
Net loans and leases												9,157
Bank owned life insurance												87
Premises and equipment												135
Servicing rights and other intangible assets												105
Other assets												147
Total assets acquired												$	12,026
Liabilities assumed
Deposits												$	10,516
Long-term debt												159
Other liabilities												117
Total liabilities assumed												$	10,792
Preliminary fair value of net assets acquired												$	1,234
Preliminary goodwill												$	450

In connection with the acquisition, Huntington recorded preliminary goodwill of $450 million, none of which is anticipated to be deductible for tax purposes. The preliminary goodwill is primarily attributable to expected synergies, operational efficiencies, and other factors to arise from the transaction. Information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 8 - “Goodwill and Other Intangible Assets” of the Notes to Consolidated Financial Statements.

The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed.

Cash and due from banks and interest-earning deposits with banks: The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets.

Securities: Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market. In the absence of observable inputs, fair value was estimated based on pricing models and/or discounted cash flow methodologies.

2025 Form 10-K 117

Loans and leases: Fair values for loans and leases were based on a discounted cash flow methodology that considered factors including the type of loan and lease and related collateral, classification status, fixed or variable interest rate, term, amortization status and current discount rates. Loans and leases were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans and leases were based on current market rates for new originations of comparable loans and leases and include adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows. Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ALLL on the date of acquisition using the same methodology as other loans and leases held-for-investment. In addition, Huntington adopted ASU 2025-08 as of October 1, 2025. Accordingly, the initial estimate of expected credit losses recognized in the ALLL included both PCD and non-PCD loans which were deemed purchased seasoned loans.

The following table includes the fair value and unpaid principal balance of the acquired loans and leases.

(dollar amounts in millions)												Unpaid principal balance						Premium/(discount)						Loans and leases						Allowance for loan losses						Net loans and leases
Non-PCD loans												$	7,310					$	(32)					$	7,278					$	(72)					$	7,206
PCD loans												2,027						(5)						2,022						(71)						1,951
Total												$	9,337					$	(37)					$	9,300					$	(143)					$	9,157

CDI: Huntington recorded a CDI of $95 million as of the acquisition date, which represents the low cost of funding acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits were estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

Pro Forma Financial Information (Unaudited)

Huntington's operating results for the year ended December 31, 2025 include the operating results of the acquired assets and assumed liabilities of Veritex subsequent to the acquisition on October 20, 2025. Due to the streamlining and integration of the operating activities into those of Huntington post-acquisition, historical reporting for the former Veritex operations is impracticable, and thus disclosures of the revenue from the assets acquired and income before income taxes are impracticable for the period subsequent to acquisition.

118 Huntington Bancshares Incorporated

The following table presents unaudited pro forma combined information as if the acquisition of Veritex had occurred on January 1, 2024 under the “Unaudited Pro Forma Combined Results” columns. The pro forma adjustments give effect to any change in interest income due to the accretion of the net discount associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits and long-term debt, and the amortization of the CDI that would have resulted had the deposits been acquired as of January 1, 2024. Pro forma combined results for the year ended December 31, 2025 include $125 million of Huntington acquisition-related expenses attributable to the Veritex acquisition, which primarily included, but were not limited to, severance costs, professional services, and data processing fees. Pro forma combined results also include adjustments for the elimination of Veritex’s intangible amortization expense and related income tax effects. The pro forma information does not necessarily reflect the results of operations that would have occurred had Huntington acquired Veritex on January 1, 2024. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma combined amounts.

																					Unaudited Pro Forma Combined Results
															For Year Ended December 31,
(dollar amounts in millions)																					2025						2024
Net interest income																					$	6,316					$	5,721
Noninterest income																					2,222						2,085
Net income attributable to Huntington																					2,281						2,032

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, pursuant to the Agreement and Plan of Merger dated October 26, 2025 (“Cadence Merger Agreement”). Upon completion of the acquisition, Cadence merged with and into Huntington National Bank, Huntington’s wholly owned subsidiary bank, with Huntington National Bank as the surviving bank. Under the terms of 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. The merger will be accounted for under ASC 805 as a business combination. Due to the recent closing of the merger, the initial accounting for the business combination, including the purchase price allocation, is incomplete and is expected to be completed in the first quarter of 2026.

2025 Form 10-K 119

4. INVESTMENT SECURITIES AND OTHER SECURITIES

Debt securities are classified as held-to-maturity when Huntington has the intent and ability to hold the securities to their maturity . All other debt and equity securities are classified as either available-for-sale or other securities. The following tables provide amortized cost, fair value, and gross unrealized gains and losses by investment category.

									Unrealized
(dollar amounts in millions)			Amortized Cost (1)(2)						Gross Gains						Gross Losses						Fair Value
At December 31, 2025
Available-for-sale securities:
U.S. Treasury			$	4,590					$	45					$	—					$	4,635
Federal agencies:
Residential MBS			11,031						3						(1,365)						9,669
Residential CMO			5,496						9						(308)						5,197
Commercial MBS			2,488						—						(657)						1,831
Other agencies			153						—						(3)						150
Total U.S. Treasury, federal agency, and other agency securities			23,758						57						(2,333)						21,482
Municipal securities			4,215						9						(81)						4,143
Corporate debt			193						—						(15)						178
Asset-backed securities			229						—						(8)						221
Private-label CMO			105						—						(7)						98
Other securities/sovereign debt			10						—						—						10
Total available-for-sale securities			$	28,510					$	66					$	(2,444)					$	26,132
Held-to-maturity securities:
U.S. Treasury			$	2,349					$	19					$	—					$	2,368
Federal agencies:
Residential MBS			7,718						1						(941)						6,778
Residential CMO			3,865						5						(520)						3,350
Commercial MBS			1,278						—						(184)						1,094
Other agencies			47						—						(2)						45
Total U.S. Treasury, federal agency, and other agency securities			15,257						25						(1,647)						13,635
Municipal securities			1						—						—						1
Total held-to-maturity securities			$	15,258					$	25					$	(1,647)					$	13,636
Other securities, at cost:
Non-marketable equity securities:
FRB stock			$	616					$	—					$	—					$	616
FHLB stock			288						—						—						288
Other non-marketable equity securities			48						—						—						48
Other securities, at fair value:
Mutual funds			30						—						—						30
Equity securities			12						—						—						12
Total other securities			$	994					$	—					$	—					$	994

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheets. At December 31, 2025, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $106 million and $44 million, respectively.

(2)Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $177 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

120 Huntington Bancshares Incorporated

									Unrealized
(dollar amounts in millions)			Amortized Cost (1)(2)						Gross Gains						Gross Losses						Fair Value
At December 31, 2024
Available-for-sale securities:
U.S. Treasury			$	6,588					$	11					$	(43)					$	6,556
Federal agencies:
Residential MBS			11,988						—						(1,971)						10,017
Residential CMO			3,778						1						(434)						3,345
Commercial MBS			2,519						—						(767)						1,752
Other agencies			135						—						(5)						130
Total U.S. Treasury, federal agency, and other agency securities			25,008						12						(3,220)						21,800
Municipal securities			4,119						1						(132)						3,988
Corporate debt			1,157						—						(102)						1,055
Asset-backed securities			330						—						(19)						311
Private-label CMO			119						—						(10)						109
Other securities/sovereign debt			10						—						—						10
Total available-for-sale securities			$	30,743					$	13					$	(3,483)					$	27,273
Held-to-maturity securities:
U.S. Treasury			$	2,045					$	—					$	(22)					$	2,023
Federal agencies:
Residential MBS			8,533						—						(1,336)						7,197
Residential CMO			4,309						3						(691)						3,621
Commercial MBS			1,407						—						(231)						1,176
Other agencies			73						—						(5)						68
Total U.S. Treasury, federal agency, and other agency securities			16,367						3						(2,285)						14,085
Municipal securities			1						—						—						1
Total held-to-maturity securities			$	16,368					$	3					$	(2,285)					$	14,086
Other securities, at cost:
Non-marketable equity securities:
FRB stock			$	521					$	—					$	—					$	521
FHLB stock			246						—						—						246
Other non-marketable equity securities			25						—						—						25
Other securities, at fair value:
Mutual funds			29						—						—						29
Equity securities			1						1						—						2
Total other securities			$	822					$	1					$	—					$	823

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheets. At December 31, 2024, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $89 million and $46 million, respectively.

(2)Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $458 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

2025 Form 10-K 121

The following table provides the amortized cost and fair value of securities by contractual maturity. Expected maturities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without incurring penalties.

			At December 31,
			2025												2024
(dollar amounts in millions)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
Available-for-sale securities:
Under 1 year			$	1,369					$	1,365					$	3,620					$	3,624
After 1 year through 5 years			5,581						5,595						5,993						5,844
After 5 years through 10 years			1,899						1,784						1,857						1,732
After 10 years			19,661						17,388						19,273						16,073
Total available-for-sale securities			$	28,510					$	26,132					$	30,743					$	27,273
Held-to-maturity securities:
Under 1 year			$	603					$	604					$	255					$	256
After 1 year through 5 years			1,773						1,791						1,818						1,796
After 5 years through 10 years			144						134						65						60
After 10 years			12,738						11,107						14,230						11,974
Total held-to-maturity securities			$	15,258					$	13,636					$	16,368					$	14,086

The following tables provide detail on investment securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position.

			Less than 12 Months												Over 12 Months												Total
(dollar amounts in millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
At December 31, 2025
Available-for-sale securities:
U.S. Treasury			$	—					$	—					$	439					$	—					$	439					$	—
Federal agencies:
Residential MBS			55						—						9,185						(1,365)						9,240						(1,365)
Residential CMO			51						—						2,665						(308)						2,716						(308)
Commercial MBS			23						—						1,782						(657)						1,805						(657)
Other agencies			15						—						74						(3)						89						(3)
Total U.S. Treasury, federal agency, and other agency securities			144						—						14,145						(2,333)						14,289						(2,333)
Municipal securities			1,043						(14)						1,892						(67)						2,935						(81)
Corporate debt			2						—						176						(15)						178						(15)
Asset-backed securities			9						—						207						(8)						216						(8)
Private-label CMO			—						—						79						(7)						79						(7)
Total temporarily impaired available-for-sale securities			$	1,198					$	(14)					$	16,499					$	(2,430)					$	17,697					$	(2,444)
Held-to-maturity securities:
U.S. Treasury			$	—					$	—					$	289					$	—					$	289					$	—
Federal agencies:
Residential MBS			—						—						6,694						(941)						6,694						(941)
Residential CMO			48						—						2,956						(520)						3,004						(520)
Commercial MBS			—						—						1,094						(184)						1,094						(184)
Other agencies			—						—						45						(2)						45						(2)
Total U.S. Treasury, federal agency, and other agency securities			48						—						11,078						(1,647)						11,126						(1,647)
Municipal securities			—						—						1						—						1						—
Total temporarily impaired held-to-maturity securities			$	48					$	—					$	11,079					$	(1,647)					$	11,127					$	(1,647)

122 Huntington Bancshares Incorporated

			Less than 12 Months												Over 12 Months												Total
(dollar amounts in millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
At December 31, 2024
Available-for-sale securities:
U.S. Treasury			$	3,153					$	(43)					$	—					$	—					$	3,153					$	(43)
Federal agencies:
Residential MBS			275						(5)						9,676						(1,966)						9,951						(1,971)
Residential CMO			243						(1)						2,802						(433)						3,045						(434)
Commercial MBS			—						—						1,752						(767)						1,752						(767)
Other agencies			21						—						69						(5)						90						(5)
Total U.S. Treasury, federal agency, and other agency securities			3,692						(49)						14,299						(3,171)						17,991						(3,220)
Municipal securities			985						(25)						2,336						(107)						3,321						(132)
Corporate debt			—						—						1,053						(102)						1,053						(102)
Asset-backed securities			49						—						263						(19)						312						(19)
Private-label CMO			—						—						87						(10)						87						(10)
Total temporarily impaired available-for-sale securities			$	4,726					$	(74)					$	18,038					$	(3,409)					$	22,764					$	(3,483)
Held-to-maturity securities:
U.S. Treasury			$	1,581					$	(22)					$	—					$	—					$	1,581					$	(22)
Federal agencies:
Residential MBS			99						(2)						7,097						(1,334)						7,196						(1,336)
Residential CMO			163						(1)						3,152						(690)						3,315						(691)
Commercial MBS			—						—						1,176						(231)						1,176						(231)
Other agencies			—						—						69						(5)						69						(5)
Total U.S. Treasury, federal agency, and other agency securities			1,843						(25)						11,494						(2,260)						13,337						(2,285)
Municipal securities			—						—						1						—						1						—
Total temporarily impaired held-to-maturity securities			$	1,843					$	(25)					$	11,495					$	(2,260)					$	13,338					$	(2,285)

At December 31, 2025 and December 31, 2024, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements, and to support borrowing capacity, totaled $29.7 billion and $37.7 billion, respectively. There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either December 31, 2025 or December 31, 2024. At December 31, 2025, substantially all HTM debt securities were comprised of securities issued by government-sponsored entities or explicitly guaranteed by the U.S. government. In addition, there were no HTM debt securities considered past due at December 31, 2025.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2025, Huntington has concluded that, except for one municipal bond classified as an AFS debt security for which $2 million of write-downs were recognized during 2024, it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio. Huntington recognized a $3 million recovery during the first quarter of 2025 related to one AFS municipal security that had previously been written down. There was no allowance related to securities as of December 31, 2025 or December 31, 2024.

2025 Form 10-K 123

5. LOANS AND LEASES

The following table provides a detailed listing of Huntington’s loan and lease portfolio.

			At December 31,
(dollar amounts in millions)			2025						2024
Commercial loan and lease portfolio:
Commercial and industrial			$	69,442					$	56,809
Commercial real estate			15,209						11,078
Lease financing			5,727						5,454
Total commercial loan and lease portfolio			90,378						73,341
Consumer loan portfolio:
Residential mortgage			24,777						24,242
Automobile			16,168						14,564
Home equity			10,395						10,142
RV and marine			5,682						5,982
Other consumer			2,242						1,771
Total consumer loan portfolio			59,264						56,701
Total loans and leases (1)(2)			149,642						130,042
Allowance for loan and lease losses			(2,537)						(2,244)
Net loans and leases			$	147,105					$	127,798

(1)Loans and leases are reported at principal amount outstanding, including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net discount of $815 million and $468 million at December 31, 2025 and 2024, respectively.

(2)The total amount of accrued interest recorded for loans and leases at December 31, 2025 was $358 million and $253 million of commercial and consumer loan and lease portfolios, respectively and at December 31, 2024, was $316 million and $235 million of commercial and consumer loan and lease portfolios, respectively. Accrued interest is presented in accrued income and other receivables within the Condensed Consolidated Balance Sheets.

Lease Financing

The following table presents net investments in lease financing receivables by category.

			At December 31,
(dollar amounts in millions)			2025						2024
Lease payments receivable			$	5,379					$	5,189
Estimated residual value of leased assets			1,011						884
Gross investment in lease financing receivables			6,390						6,073
Deferred origination costs			58						56
Deferred fees, unearned income and other			(721)						(675)
Total lease financing receivables			$	5,727					$	5,454

The carrying value of residual values guaranteed was $419 million and $517 million as of December 31, 2025 and December 31, 2024, respectively. The future lease rental payments due from customers on direct financing leases at December 31, 2025, totaled $5.4 billion and were due as follows: $1.2 billion in 2026, $1.1 billion in 2027, $1.0 billion in 2028, $901 million in 2029, $623 million in 2030, and $636 million thereafter. Interest income recognized for these types of leases was $365 million, $336 million, and $287 million for the years 2025, 2024, and 2023, respectively.

124 Huntington Bancshares Incorporated

Nonaccrual and Past Due Loans and Leases

The following table presents NALs by loan class.

			At December 31, 2025												At December 31, 2024
(dollar amounts in millions)			Nonaccrual loans and leases with no ACL						Total nonaccrual loans and leases						Nonaccrual loans and leases with no ACL						Total nonaccrual loans and leases
Commercial and industrial			$	76					$	562					$	71					$	457
Commercial real estate			81						133						75						118
Lease financing			4						8						—						10
Residential mortgage			5						107						—						83
Automobile			—						6						—						6
Home Equity			—						113						—						107
RV and marine			—						2						—						2
Total nonaccrual loans and leases			$	166					$	931					$	146					$	783

The total amount of interest recorded to interest income for NAL loans was $35 million, $26 million, and $21 million in 2025, 2024, and 2023, respectively.

The following table presents an aging analysis of loans and leases, by class.

			Past Due (1)																																				Loans Accounted for Under FVO						Total Loans and Leases						90 or more days past due and accruing
(dollar amounts in millions)			30-59 Days						60-89 Days						90 or more days						Total						Current
At December 31, 2025
Commercial and industrial			$	144					$	78					$	332					$	554					$	68,888											$	—					$	69,442					$	1		(2)
Commercial real estate			31						2						101						134						15,075												—						15,209						—
Lease financing			30						32						10						72						5,655												—						5,727						9
Residential mortgage			239						100						305						644						23,966												167						24,777						232			(3)
Automobile			132						33						18						183						15,985												—						16,168						14
Home equity			60						30						89						179						10,216												—						10,395						16
RV and marine			25						10						5						40						5,642												—						5,682						4
Other consumer			18						6						7						31						2,211												—						2,242						6
Total loans and leases			$	679					$	291					$	867					$	1,837					$	147,638											$	167					$	149,642					$	282
At December 31, 2024
Commercial and industrial			$	96					$	46					$	232					$	374					$	56,435											$	—					$	56,809					$	3		(2)
Commercial real estate			35						—						39						74						11,004												—						11,078						—
Lease financing			56						23						14						93						5,361												—						5,454						11
Residential mortgage			196						98						242						536						23,533												173						24,242						185			(3)
Automobile			117						27						16						160						14,404												—						14,564						12
Home equity			64						32						92						188						9,954												—						10,142						20
RV and marine			26						7						5						38						5,944												—						5,982						4
Other consumer			13						5						4						22						1,749												—						1,771						4
Total loans and leases			$	603					$	238					$	644					$	1,485					$	128,384											$	173					$	130,042					$	239

(1)NALs are included in this aging analysis based on the loan’s past due status.

(2)Amounts include SBA loans and leases.

(3)Amounts include mortgage loans insured by U.S. government agencies.

2025 Form 10-K 125

Credit Quality Indicators

To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate ACL level for these loans, Huntington utilizes the following internally defined categories of credit grades:

• Pass - Higher quality loans that do not fit any of the other categories described below.

• OLEM - Loans that have potential weaknesses that may be relatively minor yet represent a credit risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the loan may weaken or the collateral may be inadequate to protect Huntington’s position in the future. For these reasons, Huntington considers the loans to be potential problem loans.

• Substandard - Loans that are inadequately protected by the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder normal repayment or collection of the debt. It is likely Huntington will sustain some loss if any identified weaknesses are not mitigated.

• Doubtful - Loans that have all of the weaknesses inherent in those loans classified as Substandard, with the added elements that the full collection of the loan is improbable and that the possibility of loss is high.

Loans are generally assigned a category of “Pass” rating upon initial approval and subsequently updated as appropriate based on the borrower’s financial performance.

Commercial loans categorized as OLEM, Substandard, or Doubtful are considered Criticized loans. Commercial loans categorized as Substandard or Doubtful are both considered Classified loans.

For all classes within the consumer loan portfolios, borrower FICO scores are monitored as an indicator of credit quality. Higher FICO scores generally indicate a greater likelihood of repayment, and therefore, higher credit quality. Huntington utilizes the most recent FICO scores, which are obtained from the national credit bureaus and refreshed at least quarterly.

Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics. The classifications described above, and also presented in the table below, represent one of those characteristics that are closely monitored in the overall credit risk management processes.

126 Huntington Bancshares Incorporated

The following tables present the amortized cost basis of loans and leases by vintage and internally defined credit quality indicator.

						At December 31, 2025
						Term Loans Amortized Cost Basis by Origination Year																																				Revolver Total at Amortized Cost Basis						Revolver Total Converted to Term Loans
(dollar amounts in millions)						2025						2024						2023						2022						2021						Prior												Total
Commercial and industrial
Credit Quality Indicator:
Pass						$	19,465					$	8,750					$	4,561					$	4,189					$	1,601					$	2,181					$	25,228					$	7					$	65,982
OLEM						222						226						92						106						14						17						272						—						949
Substandard						513						406						326						285						137						127						717						—						2,511
Doubtful						—						—						—						—						—						—						—						—						—
Total Commercial and industrial						$	20,200					$	9,382					$	4,979					$	4,580					$	1,752					$	2,325					$	26,217					$	7					$	69,442
Commercial real estate
Credit Quality Indicator:
Pass						$	3,257					$	1,813					$	761					$	2,491					$	1,358					$	2,429					$	876					$	—					$	12,985
OLEM						58						47						89						398						275						108						—						—						975
Substandard						178						87						125						366						197						289						7						—						1,249
Total Commercial real estate						$	3,493					$	1,947					$	975					$	3,255					$	1,830					$	2,826					$	883					$	—					$	15,209
Lease financing
Credit Quality Indicator:
Pass						$	1,854					$	1,506					$	1,091					$	547					$	356					$	303					$	—					$	—					$	5,657
OLEM						—						7						10						2						3						9						—						—						31
Substandard						3						6						11						13						2						4						—						—						39
Total Lease financing						$	1,857					$	1,519					$	1,112					$	562					$	361					$	316					$	—					$	—					$	5,727
Residential mortgage
Credit Quality Indicator:
750+						$	1,515					$	1,785					$	2,028					$	3,755					$	5,331					$	5,006					$	—					$	—					$	19,420
650-749						638						441						397						638						727						1,076						—						—						3,917
<650						88						113						100						165						155						652						—						—						1,273
Total Residential mortgage						$	2,241					$	2,339					$	2,525					$	4,558					$	6,213					$	6,734					$	—					$	—					$	24,610
Automobile
Credit Quality Indicator:
750+						$	4,019					$	2,692					$	1,036					$	754					$	424					$	107					$	—					$	—					$	9,032
650-749						2,879						1,576						544						369						199						53						—						—						5,620
<650						523						428						217						184						123						41						—						—						1,516
Total Automobile						$	7,421					$	4,696					$	1,797					$	1,307					$	746					$	201					$	—					$	—					$	16,168
Home Equity
Credit Quality Indicator:
750+						$	185					$	164					$	249					$	321					$	376					$	542					$	4,909					$	228					$	6,974
650-749						56						51						72						62						43						102						2,100						217						2,703
<650						3						8						14						29						7						41						474						142						718
Total Home equity						$	244					$	223					$	335					$	412					$	426					$	685					$	7,483					$	587					$	10,395
RV and marine
Credit Quality Indicator:
750+						$	709					$	716					$	709					$	676					$	586					$	914					$	—					$	—					$	4,310
650-749						172						204						209						164						164						264						—						—						1,177
<650						5						19						32						29						37						73						—						—						195
Total RV and marine						$	886					$	939					$	950					$	869					$	787					$	1,251					$	—					$	—					$	5,682
Other consumer
Credit Quality Indicator:
750+						$	388					$	176					$	52					$	25					$	11					$	45					$	619					$	9					$	1,325
650-749						172						87						29						9						3						10						485						4						799
<650						14						15						8						4						1						2						66						8						118
Total Other consumer						$	574					$	278					$	89					$	38					$	15					$	57					$	1,170					$	21					$	2,242

2025 Form 10-K 127

						At December 31, 2024
						Term Loans Amortized Cost Basis by Origination Year																																				Revolver Total at Amortized Cost Basis						Revolver Total Converted to Term Loans
(dollar amounts in millions)						2024						2023						2022						2021						2020						Prior												Total
Commercial and industrial
Credit Quality Indicator:
Pass						$	16,097					$	7,939					$	6,587					$	2,747					$	1,708					$	1,846					$	16,790					$	4					$	53,718
OLEM						124						80						82						24						7						23						273						—						613
Substandard						445						385						440						209						107						164						690						—						2,440
Doubtful						—						—						2						—						—						—						36						—						38
Total Commercial and industrial						$	16,666					$	8,404					$	7,111					$	2,980					$	1,822					$	2,033					$	17,789					$	4					$	56,809
Commercial real estate
Credit Quality Indicator:
Pass						$	1,415					$	1,010					$	2,754					$	1,380					$	947					$	1,877					$	635					$	—					$	10,018
OLEM						—						78						114						66						2						64						4						—						328
Substandard						218						37						280						52						10						124						11						—						732
Total Commercial real estate						$	1,633					$	1,125					$	3,148					$	1,498					$	959					$	2,065					$	650					$	—					$	11,078
Lease financing
Credit Quality Indicator:
Pass						$	2,100					$	1,610					$	709					$	449					$	349					$	184					$	—					$	—					$	5,401
OLEM						7						2						2						1						1						—						—						—						13
Substandard						1						6						23						2						7						1						—						—						40
Total Lease financing						$	2,108					$	1,618					$	734					$	452					$	357					$	185					$	—					$	—					$	5,454
Residential mortgage
Credit Quality Indicator:
750+						$	1,725					$	2,249					$	3,913					$	5,617					$	3,011					$	2,525					$	—					$	—					$	19,040
650-749						768						542						748						781						423						791						—						—						4,053
<650						55						64						111						110						68						568						—						—						976
Total Residential mortgage						$	2,548					$	2,855					$	4,772					$	6,508					$	3,502					$	3,884					$	—					$	—					$	24,069
Automobile
Credit Quality Indicator:
750+						$	4,091					$	1,663					$	1,343					$	920					$	347					$	113					$	—					$	—					$	8,477
650-749						2,560						981						716						459						159						56						—						—						4,931
<650						336						250						252						205						76						37						—						—						1,156
Total Automobile						$	6,987					$	2,894					$	2,311					$	1,584					$	582					$	206					$	—					$	—					$	14,564
Home equity
Credit Quality Indicator:
750+						$	214					$	323					$	378					$	445					$	466					$	195					$	4,581					$	226					$	6,828
650-749						70						92						74						50						44						78						2,051						214						2,673
<650						2						8						11						6						4						40						431						139						641
Total Home equity						$	286					$	423					$	463					$	501					$	514					$	313					$	7,063					$	579					$	10,142
RV and marine
Credit Quality Indicator:
750+						$	928					$	909					$	816					$	718					$	476					$	704					$	—					$	—					$	4,551
650-749						247						268						201						198						123						226						—						—						1,263
<650						7						23						24						35						23						56						—						—						168
Total RV and marine						$	1,182					$	1,200					$	1,041					$	951					$	622					$	986					$	—					$	—					$	5,982
Other consumer
Credit Quality Indicator:
750+						$	321					$	97					$	48					$	22					$	10					$	49					$	467					$	—					$	1,014
650-749						148						55						21						8						2						9						423						7						673
<650						9						10						5						2						1						1						48						8						84
Total Other consumer						$	478					$	162					$	74					$	32					$	13					$	59					$	938					$	15					$	1,771

128 Huntington Bancshares Incorporated

The following tables present the gross charge-offs of loans and leases by vintage.

						Term Loans Gross Charge-offs by Origination Year																																				Revolver Gross Charge-offs						Revolver Converted to Term Loans Gross Charge-offs
(dollar amounts in millions)						2025						2024						2023						2022						2021						Prior												Total
Year Ended December 31, 2025
Commercial and industrial						$	7					$	26					$	69					$	62					$	12					$	20					$	33					$	7					$	236
Commercial real estate						2						8						13						1						—						16						1						—						41
Lease financing						—						1						2						4						2						2						—						—						11
Residential mortgage						—						—						—						—						—						4						—						—						4
Automobile						8						22						17						16						10						4						—						—						77
Home equity						—						—						—						—						—						—						2						4						6
RV and marine						—						3						7						5						6						12						—						—						33
Other consumer						14						24						16						7						4						13						—						40						118
Total						$	31					$	84					$	124					$	95					$	34					$	71					$	36					$	51					$	526

						Term Loans Gross Charge-offs by Origination Year																																				Revolver Gross Charge-offs						Revolver Converted to Term Loans Gross Charge-offs
(dollar amounts in millions)						2024						2023						2022						2021						2020						Prior												Total
Year Ended December 31, 2024
Commercial and industrial						$	4					$	26					$	74					$	38					$	14					$	19					$	47					$	3					$	225
Commercial real estate						12						4						31						3						—						25						4						—						79
Lease financing						2						2						—						2						—						1						—						—						7
Residential mortgage						—						—						—						—						—						3						—						—						3
Automobile						5						18						17						14						5						4						—						—						63
Home equity						—						—						—						—						—						1						1						4						6
RV and marine						1						4						5						7						4						10						—						—						31
Other consumer						14						25						15						7						3						16						—						37						117
Total						$	38					$	79					$	142					$	71					$	26					$	79					$	52					$	44					$	531

Modifications to Debtors Experiencing Financial Difficulty

Huntington will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss, proactively work with borrowers in financial difficulty, or to comply with regulations regarding the treatment of certain bankruptcy filing and discharge situations. A restructured note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

A debtor is considered to be experiencing financial difficulty when there is significant doubt about the debtor’s ability to make required payments on the debt or to get equivalent financing from another creditor at a market rate for similar debt. A loan placed on nonaccrual because the borrower is experiencing financial difficulty may be returned to accrual status when all contractually due interest and principal has been paid and the borrower demonstrates the financial capacity to continue to pay as agreed, with the risk of loss diminished.

Reported Modification Types

Modifications in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension that have occurred in the current reporting period to a borrower experiencing financial difficulty are disclosed along with the financial impact of the modifications.

2025 Form 10-K 129

Huntington will generally try other forms of relief before principal forgiveness but would define any contractual reduction in the amount of principal due without receiving payment or assets as forgiveness. For the purpose of the disclosure, Huntington considers any contractual change in interest rate that results in the borrower receiving a below market rate to be an interest rate reduction. Many factors can go into what is considered an other-than-insignificant payment delay, for example, the significance of the restructured payment amount relative to the normal loan payment or the relative significance of the delay to the original loan terms. Generally, Huntington would consider any delay in payment of greater than 90 days in the last 12 months to be significant. For the purpose of the disclosure, modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

Following is a description of what is considered a borrower experiencing financial difficulty by the different loan types:

Commercial loan modifications – Our strategy involving commercial borrowers generally includes working with these borrowers to allow them time to improve their financial position and remain Huntington customers through restructuring their notes or restructuring elsewhere if necessary. Borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty. A subsequent restructuring or modification of a loan may occur when either the loan matures according to the terms of the modified agreement or the borrower requests a change to the loan agreements. It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing.

Consumer loan modifications – Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default generally indicate the borrower is experiencing financial difficulty. The primary modifications made to consumer loans are amortization, maturity date, and interest rate changes. Consumer borrowers identified as experiencing financial difficulty are unable to refinance their loans through the Company’s normal origination channels or through other independent sources. Most, but not all, of the loans may be delinquent.

Impact on Credit Quality of Borrowers Experiencing Financial Difficulty

Huntington’s ALLL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted primarily by changes in these loan level characteristics, such as payment performance. Commercial borrowers experiencing financial difficulty are applied credit quality risk indicators that reflect the increase in default characteristics so that the ALLL reflects the risk of loss. Loans to borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual loans.

130 Huntington Bancshares Incorporated

The following table summarizes the amortized cost basis of loans modified during the reporting period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification.

			Amortized Cost
(dollar amounts in millions)			Interest rate reduction						Term extension						Payment deferral												Combo - interest rate reduction and term extension																		Total						% of total loan class (1)
Year Ended December 31, 2025
Commercial and industrial			$	77					$	294					$	1											$	5																	$	377					0.54		%
Commercial real estate			28						203						7												1																		239						1.57
Residential mortgage			—						54						19												5																		78						0.31
Automobile			—						10						—												1																		11						0.07
Home equity			—						9						—												8																		17						0.16
RV and marine			—						1						—												—																		1						0.02
Other consumer			1						—						—												—																		1						0.04
Total loans to borrowers experiencing financial difficulty in which modifications were made			$	106					$	571					$	27											$	20																	$	724					0.48		%
Year Ended December 31, 2024
Commercial and industrial			$	113					$	209					$	—											$	64																	$	386					0.68		%
Commercial real estate			—						233						—												24																		257						2.32
Residential mortgage			—						51						6												4																		61						0.25
Automobile			—						11						—												1																		12						0.08
Home equity			—						6						—												9																		15						0.15
RV and marine			—						1						—												—																		1						0.02
Other consumer			2						—						—												—																		2						0.11
Total loans to borrowers experiencing financial difficulty in which modifications were made			$	115					$	511					$	6											$	102																	$	734					0.59		%
Year Ended December 31, 2023
Commercial and industrial			$	64					$	387					$	—											$	4																	$	455					0.90		%
Commercial real estate			2						151						—												4																		157						1.26
Residential mortgage			—						58						2												4																		64						0.27
Automobile			—						14						—												1																		15						0.12
Home equity			—						2						—												10																		12						0.12
RV and marine			—						1						—												—																		1						0.02
Other consumer			1						—						—												—																		1						0.07
Total loans to borrowers experiencing financial difficulty in which modifications were made			$	67					$	613					$	2											$	23																	$	705					0.58		%

(1)Represents the amortized cost of loans modified during the reporting period as a percentage of the period-end loan balance by class.

The following table summarizes the weighted-average financial effects of loan modifications made to borrowers experiencing financial difficulty.

			Interest Rate Reduction (1)												Term Extension (1)
			Weighted-average contractual interest rate												Weighted-average years added to the life
			From						To
Year Ended December 31, 2025
Commercial and industrial			8.52		%				7.11		%				1.1
Commercial real estate			8.02						6.99						0.9
Residential mortgage															6.3
Year Ended December 31, 2024
Commercial and industrial			8.16		%				7.12		%				1.0
Commercial real estate			8.26						7.90						0.9
Residential mortgage															6.8
Year Ended December 31, 2023
Commercial and industrial			8.62		%				8.05		%				1.0
Commercial real estate			13.42						8.75						1.0
Residential mortgage															7.7

(1)Certain disclosures related to financial effects of modifications do not include those deemed to be immaterial.

2025 Form 10-K 131

The performance of loans made to borrowers experiencing financial difficulty to which modifications were made is closely monitored to understand the effectiveness of modification efforts. Loans are considered to be in payment default at 90 or more days past due. The following table depicts the performance of loans that have been modified during the identified period.

			Past Due
(dollar amounts in millions)			30-59 Days						60-89 Days						90 or more days						Total						Current						Total
At December 31, 2025
Commercial and industrial			$	8					$	11					$	32					$	51					$	326					$	377
Commercial real estate			5						—						—						5						234						239
Residential mortgage			14						8						20						42						36						78
Automobile			1						—						—						1						10						11
Home equity			1						1						2						4						13						17
RV and marine			—						—						—						—						1						1
Other consumer			—						—						—						—						1						1
Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2025			$	29					$	20					$	54					$	103					$	621					$	724
At December 31, 2024
Commercial and industrial			$	6					$	3					$	4					$	13					$	373					$	386
Commercial real estate			12						—						13						25						232						257
Residential mortgage			11						7						15						33						28						61
Automobile			1						1						—						2						10						12
Home equity			1						1						3						5						10						15
RV and marine			—						—						—						—						1						1
Other consumer			—						—						—						—						2						2
Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2024			$	31					$	12					$	35					$	78					$	656					$	734
At December 31, 2023
Commercial and industrial			$	21					$	25					$	7					$	53					$	402					$	455
Commercial real estate			—						—						5						5						152						157
Residential mortgage			9						8						11						28						36						64
Automobile			2						1						—						3						12						15
Home equity			1						1						1						3						9						12
RV and marine			—						—						—						—						1						1
Other consumer			—						—						—						—						1						1
Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2023			$	33					$	35					$	24					$	92					$	613					$	705

Pledged Loans and Leases

The Bank has access to secured borrowings from the Federal Reserve’s discount window and advances from the FHLB. As of December 31, 2025 and 2024, loans and leases totaling $114.2 billion and $105.4 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

132 Huntington Bancshares Incorporated

6. ALLOWANCE FOR CREDIT LOSSES

The following table presents ACL activity by portfolio segment.

(dollar amounts in millions)																																													Commercial						Consumer						Total
Year Ended December 31, 2025
ALLL balance, beginning of period																																													$	1,484					$	760					$	2,244
Loan and lease charge-offs																																													(288)						(238)						(526)
Recoveries of loans and leases previously charged-off																																													138						72						210
Provision for loan and lease losses																																													261						205						466
Allowance on PCD loans and leases at acquisition																																													70						1						71
Allowance on purchased seasoned loans and leases at acquisition																																													66						6						72
ALLL balance, end of period																																													$	1,731					$	806					$	2,537
AULC balance, beginning of period																																													$	144					$	58					$	202
Provision (benefit) for unfunded lending commitments																																													(3)						3						—
Acquired unfunded lending commitments																																													4						—						4
AULC balance, end of period																																													$	145					$	61					$	206
ACL balance, end of period																																													$	1,876					$	867					$	2,743
Year Ended December 31, 2024
ALLL balance, beginning of period																																													$	1,563					$	692					$	2,255
Loan and lease charge-offs																																													(311)						(220)						(531)
Recoveries of loans and leases previously charged-off																																													94						65						159
Provision for loan and lease losses																																													138						223						361
ALLL balance, end of period																																													$	1,484					$	760					$	2,244
AULC balance, beginning of period																																													$	66					$	79					$	145
Provision (benefit) for unfunded lending commitments																																													78						(21)						57
AULC balance, end of period																																													$	144					$	58					$	202
ACL balance, end of period																																													$	1,628					$	818					$	2,446
Year Ended December 31, 2023
ALLL balance, beginning of period																																													$	1,424					$	697					$	2,121
Loan and lease charge-offs																																													(270)						(184)						(454)
Recoveries of loans and leases previously charged-off																																													112						69						181
Provision for loan and lease losses																																													297						110						407
ALLL balance, end of period																																													$	1,563					$	692					$	2,255
AULC balance, beginning of period																																													$	71					$	79					$	150
Provision (benefit) for unfunded lending commitments																																													(5)						—						(5)
AULC balance, end of period																																													$	66					$	79					$	145
ACL balance, end of period																																													$	1,629					$	771					$	2,400

At December 31, 2025, the ACL was $2.7 billion, an increase of $297 million from December 31, 2024. The increase in the total ACL was driven by loan and lease growth throughout 2025, in addition to an increase recorded for loans acquired in the Veritex transaction, partially offset by a modest reduction in overall coverage ratios.

The Commercial ACL was $1.9 billion at December 31, 2025, an increase of $248 million from December 31, 2024, with the increase driven by growth in commercial loans and leases of $17.0 billion, inclusive of $8.2 billion of acquisition date commercial loans and leases acquired in connection with the Veritex transaction, partially offset by a modest reduction in the commercial ACL coverage ratios. The Consumer ACL was $867 million at December 31, 2025, an increase of $49 million from December 31, 2024, with the increase primarily due to a $2.6 billion increase in consumer loans, inclusive of $1.1 billion of acquisition date consumer loans acquired in connection with the Veritex transaction.

2025 Form 10-K 133

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

The economic scenarios used included elevated levels of economic uncertainty including the impact of specific challenges in the commercial real estate industry, recent inflation levels, the U.S labor market, the expected path of interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world. Given the uncertainty associated with key economic scenario assumptions, the December 31, 2025 ACL included a general reserve that consists of various risk profile components to address uncertainty not measured within the quantitative transaction reserve.

7. MORTGAGE LOAN SALES AND SERVICING RIGHTS

Residential Mortgage Portfolio

The following table summarizes activity relating to residential mortgage loans sold with servicing retained.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Residential mortgage loans sold with servicing retained			$	4,986					$	4,124					$	4,109
Pretax gains resulting from above loan sales (1)			93						78						58
Total servicing, late, and other ancillary fees (1)			108						104						98

(1)Included in mortgage banking income.

The following table summarizes the changes in MSRs recorded using the fair value method.

						Year Ended December 31,
(dollar amounts in millions)						2025						2024
Fair value, beginning of period						$	573					$	515
New servicing assets created						93						54
Servicing assets sold						(1)						(1)
Change in fair value during the period due to:
Time decay (1)						(27)						(25)
Payoffs (2)						(41)						(30)
Changes in valuation inputs or assumptions (3)						(4)						60
Fair value, end of period						$	593					$	573
Related loans serviced for third parties, unpaid principal balance, end of period						$	34,407					$	33,696

(1)Represents decrease in value due to passage of time, including the impact from both regularly scheduled principal payments and partial loan paydowns.

(2)Represents decrease in value associated with loans that paid off during the period.

(3)Represents change in value resulting primarily from market-driven changes in interest rates.

MSRs do not trade in an active, open market with readily observable prices. Therefore, the fair value of MSRs is estimated using a discounted future cash flow model. Changes in the assumptions used may have a significant impact on the valuation of MSRs. MSR values are sensitive to movement in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which are impacted by the level of prepayments.

134 Huntington Bancshares Incorporated

The following table summarizes key assumptions and the sensitivity of the MSR value to changes in these assumptions.

			At December 31, 2025																					At December 31, 2024
												Decline in fair value due to																					Decline in fair value due to
(dollar amounts in millions)			Actual									10% adverse change						20% adverse change						Actual									10% adverse change						20% adverse change
Constant prepayment rate (annualized)			8.09		%							$	(17)					$	(33)					7.54		%							$	(14)					$	(28)
Spread over forward interest rate swap rates			538			bps						(14)						(27)						568			bps						(13)						(26)

8. GOODWILL AND OTHER INTANGIBLE ASSETS

A rollforward of goodwill by business segment for which goodwill is allocated is presented in the table below. No goodwill impairment was recorded in 2025 or 2024.

(dollar amounts in millions)			Consumer & Regional Banking						Commercial Banking																								Huntington Consolidated
Balance, January 1, 2024			$	3,640					$	1,921																							$	5,561
Balance, December 31, 2024			3,640						1,921																								5,561
Veritex acquisition			229						221																								450
Sale of a portion of corporate trust and custody business			(14)						—																								(14)
Balance, December 31, 2025			$	3,855					$	2,142																							$	5,997

For additional information on the Veritex acquisition, refer to Note 3 - “Business Combinations.”

Huntington’s other intangible assets are presented in the following table.

(dollar amounts in millions)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
At December 31, 2025
Core deposit intangible			$	473					$	(335)					$	138
Customer relationship			66						(59)						7
Total other intangible assets			$	539					$	(394)					$	145
At December 31, 2024
Core deposit intangible			$	378					$	(293)					$	85
Customer relationship			66						(55)						11
Total other intangible assets			$	444					$	(348)					$	96

The estimated amortization expense of other intangible assets for the next five years is as follows.

(dollar amounts in millions)			Amortization Expense
2026			$	46
2027			25
2028			20
2029			16
2030			13

2025 Form 10-K 135

9. PREMISES AND EQUIPMENT

Premises and equipment were comprised as follows.

			At December 31,
(dollar amounts in millions)			2025						2024
Land and land improvements			$	413					$	339
Buildings			847						738
Leasehold improvements			277						251
Equipment			978						909
Total premises and equipment			2,515						2,237
Less accumulated depreciation and amortization			(1,194)						(1,171)
Net premises and equipment			$	1,321					$	1,066

Depreciation and amortization charged to expense was as follows.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Total depreciation and amortization of premises and equipment			$	138					$	142					$	167

10. OPERATING LEASES

At December 31, 2025, Huntington was obligated under non-cancelable leases for branch and office space. These leases are all classified as operating due to the amount of time such spaces are occupied relative to the underlying assets’ useful lives. Many of these leases contain renewal options, most of which are not included in measurement of the right-of-use asset as they are not considered reasonably certain of exercise (i.e., Huntington does not currently have a significant economic incentive to exercise these options).

Net lease assets and liabilities were as follows.

												At December 31,
(dollar amounts in millions)						Classification						2025						2024
Operating lease assets						Other assets						$	340					$	278
Lease liabilities						Other liabilities						436						380

Net lease costs were as follows.

												Year Ended December 31,
(dollar amounts in millions)						Classification						2025						2024
Operating lease cost						Net occupancy						$	67					$	63
Short-term lease cost						Net occupancy						1						2
Net lease costs												$	68					$	65

Maturities of lease liabilities at December 31, 2025 are as follows.

(dollar amounts in millions)																		Total
2026																		$	72
2027																		70
2028																		62
2029																		56
2030																		48
Thereafter																		284
Total lease payments																		592
Less: Interest																		(156)
Total lease liabilities																		$	436

136 Huntington Bancshares Incorporated

Additional supplemental information related to the Company’s operating leases was as follows.

(dollar amounts in millions)						2025						2024
Year ended December 31:
Cash paid for amounts included in the measurement of lease liabilities for operating cash flows						$	(79)					$	(76)
Right-of-use assets obtained in exchange for lease obligations for operating leases						109						59
At December 31:
Weighted-average remaining lease term (years) for operating leases						10.74						10.86
Weighted-average discount rate for operating leases						5.55		%				5.19		%

11. BORROWINGS

Short-term Borrowings

Borrowings with original maturities of one year or less are classified as short-term and were comprised as follows.

			At December 31,
(dollar amounts in millions)			2025						2024
Securities sold under agreements to repurchase			$	22					$	142
FHLB advances			1,000						—
Other borrowings			239						57
Total short-term borrowings			$	1,261					$	199

The carrying value of assets pledged as collateral against repurchase agreements totaled $40 million and $224 million as of December 31, 2025 and December 31, 2024, respectively. Assets pledged as collateral are reported in available-for-sale securities and held-to-maturity securities on the Consolidated Balance Sheets. The repurchase agreements have maturities within 60 days. No amounts have been offset against the agreements.

2025 Form 10-K 137

Long-term Debt

Huntington’s long-term debt, which consists of borrowings with an initial maturity of greater than one year, is included in the following table. The interest rates disclosed represent the contractual rate as of the most recent period end.

			At December 31,
			2025																														2024
									Contractual Rate																		Carrying Amount						Carrying Amount
(dollar amounts in millions)			Maturity						Min						Max						Weighted Average
The Parent Company:
Fixed rate senior notes			2028 to 2035						2.55		%				6.21		%				5.08		%				$	5,514					$	5,836
Fixed rate subordinated notes (1)			2030 to 2039						2.49						7.88						4.72						1,248						1,093
Floating rate junior subordinated debentures (2)(3)			2027 to 2038						4.76						8.13						5.34						262						248
Total notes issued by the Parent Company																											7,024						7,177
The Bank:
Fixed rate senior notes			2028 to 2030						4.55						5.65						5.04						3,192						1,654
Fixed rate subordinated notes			2026						4.27						4.27						4.27						233						515
Total notes issued by the Bank																											3,425						2,169
FHLB advances			2026 to 2043																		4.79						4,514						4,696
Credit linked notes (4)																					5.71						1,161						821
Auto loan securitization trust (5)			2029																		5.21						600						1,023
Other (6)			2026 to 2031						5.99						7.09						6.21						497						488
Total long-term debt																											$	17,221					$	16,374

(1)Includes $126 million of subordinated notes acquired in the Veritex transaction which were redeemed in January 2026.

(2)$33 million of junior subordinated debentures were acquired in the Veritex transaction, of which $20 million were redeemed in December 2025 and the remainder in January 2026.

(3)Variable rate based on three-month SOFR plus a spread rate that ranges from 0.89% to 4.26%.

(4)See details of credit linked notes in the following table.

(5)Represents secured borrowings collateralized by auto loans. See Note 21 - “Variable Interest Entities” for additional information.

(6)Primarily consists of nonrecourse debt associated with finance leases at varying interest rates and maturities.

Amounts above are net of unamortized discounts and adjustments related to hedging with derivative financial instruments. We use interest rate swaps to hedge interest rate risk of certain fixed-rate debt by converting the debt to a variable rate.

On January 28, 2026, Huntington issued $1.0 billion of fixed-to-floating senior notes, and $750 million of fixed-rate subordinated notes. The fixed-to-floating senior notes are due January 28, 2032 and bear an initial fixed interest rate of 4.623%. Commencing January 28, 2031, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 99 basis points. The fixed-rate subordinated notes are due January 28, 2041 and bear interest at 5.605%.

138 Huntington Bancshares Incorporated

Huntington enters into CLN transactions that effectively transfer the risk of first losses on certain reference pools of the Company’s auto-secured loans. Huntington has elected the fair value option for these notes. See Note 19 - “Fair Values of Assets and Liabilities” for additional information. To the extent losses exceed certain thresholds, the principal and interest payable on the notes may be reduced by a portion of the Company’s aggregate net losses on the reference pool of loans, with losses allocated to note classes in reverse order of payment priority. Additional information about Huntington’s CLN issuances is as follows.

(dollar amounts in millions)						Weighted Average Interest Rate						Reference Pool Net Balance						Principal Outstanding
At December 31, 2025
CLN 2024-1 due 2032 (1)						6.45		%				$	1,703					$	210
CLN 2024-2 due 2032 (2)						5.89						2,213						272
CLN 2025-1 due 2033 (3)						5.48						2,522						302
CLN 2025-2 due 2033 (4)						5.35						3,093						367
Total												$	9,531					$	1,151
Fair value adjustment																		10
Carrying value																		$	1,161
At December 31, 2024
CLN 2024-1 due 2032 (1)						6.66		%				$	3,014					$	366
CLN 2024-2 due 2032 (2)						6.03						3,740						451
Total												$	6,754					$	817
Fair value adjustment																		4
Carrying value																		$	821

(1)Consists of multiple classes of loans. One note class bears interest at a fixed rate of 6.15% and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.40% to 8.25% (weighted average spread of 3.04%).

(2)Consists of multiple classes of loans. One note class bears interest at a fixed rate of 5.44% and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.35% to 7.50% (weighted average spread of 3.03%).

(3)Consists of multiple classes of loans. One note class bears interest at a fixed rate of 4.96% and the remaining three note classes bear interest at SOFR plus a spread rate that ranges from 2.25% to 7.15% (weighted average spread of 4.34%).

(4)Consists of multiple classes of loans. One note class bears interest at a fixed rate of 4.84% and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.20% to 6.60% (weighted average spread of 3.05%).

Long-term debt maturities, based upon the par values and contractual maturities of the long-term debt, for the next five years and thereafter are as follows.

(dollar amounts in millions)			2026						2027						2028						2029						2030						Thereafter						Total
Future debt maturities (1)			$	3,835					$	681					$	3,681					$	1,949					$	1,872					$	5,274					$	17,292

(1) Includes future maturities associated with auto loan securitizations and CLNs that are based on contractual maturity, however, these obligations will be reduced as the related underlying loans pay down. In addition, there is an optional redemption date in which Huntington has the right to redeem the notes after the period in which the aggregate principal balance is less than or equal to 10% of the original principal balance.

The terms of certain long-term debt obligations contain various restrictive covenants including limitations on the acquisition of additional debt, dividend payments, and the disposition of subsidiaries. As of December 31, 2025, Huntington was in compliance with all such covenants.

2025 Form 10-K 139

12. OTHER COMPREHENSIVE INCOME

The following table summarizes the components of Huntington’s OCI.

(dollar amounts in millions)			Pretax						Tax (expense) benefit						After-tax
Year Ended December 31, 2025
Unrealized gains on available-for-sale securities arising during the period, net of hedges			$	749					$	(176)					$	573
Reclassification adjustment for realized net losses included in net income			71						(17)						54
Total unrealized gains on available-for-sale securities, net of hedges			820						(193)						627
Unrealized gains on cash flow hedges during the period			332						(78)						254
Reclassification adjustment for cash flow hedges included in net income			52						(12)						40
Net change related to cash flow hedges on loans			384						(90)						294
Translation adjustments, net of hedges (1)			9						(1)						8
Change in accumulated unrealized losses for pension and other post-retirement obligations			38						(9)						29
Other comprehensive income			$	1,251					$	(293)					$	958
Year Ended December 31, 2024
Unrealized losses on available-for-sale securities arising during the period, net of hedges			$	(454)					$	107					$	(347)
Reclassification adjustment for realized net losses included in net income			94						(18)						76
Total unrealized losses on available-for-sale securities, net of hedges			(360)						89						(271)
Unrealized losses on cash flow hedges during the period			(111)						26						(85)
Reclassification adjustment for cash flow hedges included in net income			236						(55)						181
Net change related to cash flow hedges on loans			125						(29)						96
Translation adjustments, net of hedges (1)			(6)						—						(6)
Change in accumulated unrealized losses for pension and other post-retirement obligations			(12)						3						(9)
Other comprehensive loss			$	(253)					$	63					$	(190)
Year Ended December 31, 2023
Unrealized gains on available-for-sale securities arising during the period, net of hedges			$	154					$	(36)					$	118
Reclassification adjustment for realized net losses included in net income			47						(11)						36
Total unrealized gains on available-for-sale securities, net of hedges			201						(47)						154
Unrealized gains on cash flow hedges during the period			162						(37)						125
Reclassification adjustment for cash flow hedges included in net income			187						(43)						144
Net change related to cash flow hedges on loans			349						(80)						269
Translation adjustments, net of hedges (1)			2						—						2
Change in accumulated unrealized losses for pension and other post-retirement obligations			(4)						1						(3)
Other comprehensive income			$	548					$	(126)					$	422

(1)A portion of foreign investments are deemed to be permanent in nature and, therefore, Huntington does not provide for taxes on this portion of foreign currency translation adjustments.

140 Huntington Bancshares Incorporated

The following table summarizes the activity in AOCI.

(dollar amounts in millions)			Unrealized gains (losses) on available-for-sale securities, net of hedges (1)						Net change related to cash flow hedges on loans						Translation adjustments, net of hedges						Unrealized losses for pension and other post-retirement obligations						Total
December 31, 2022			$	(2,248)					$	(632)					$	(8)					$	(210)					$	(3,098)
Other comprehensive income before reclassifications			118						125						2						—						245
Amounts reclassified from AOCI to earnings			36						144						—						(3)						177
Period change			154						269						2						(3)						422
December 31, 2023			(2,094)						(363)						(6)						(213)						(2,676)
Other comprehensive loss before reclassifications			(347)						(85)						(6)						—						(438)
Amounts reclassified from AOCI to earnings			76						181						—						(9)						248
Period change			(271)						96						(6)						(9)						(190)
December 31, 2024			(2,365)						(267)						(12)						(222)						(2,866)
Other comprehensive income before reclassifications			573						254						8						29						864
Amounts reclassified from AOCI to earnings			54						40						—						—						94
Period change			627						294						8						29						958
December 31, 2025			$	(1,738)					$	27					$	(4)					$	(193)					$	(1,908)

(1)AOCI amounts at December 31, 2025, 2024, and 2023 include $44 million, $50 million, and $58 million, respectively, of net unrealized losses (after-tax) on securities previously transferred from the AFS securities portfolio to the HTM securities portfolio. The net unrealized losses will be recognized in earnings over the remaining life of the security using the effective interest method.

13. SHAREHOLDERS’ EQUITY

Preferred Stock

The following is a summary of Huntington’s non-cumulative, non-voting, perpetual preferred stock outstanding.

(dollar amounts in millions)																														Carrying Amount
Series						Issuance Date						Shares Outstanding												Dividend Rate						Earliest Optional Redemption Date (1)						December 31, 2025						December 31, 2024
Series B (2)						12/28/2011						35,500												Variable (3)						1/15/2017						$	24					$	23
Series F (4)						5/27/2020						5,000												5.625		%				7/15/2030						494						494
Series G (4)						8/3/2020						5,000												4.45						10/15/2027						494						494
Series H (2)						2/2/2021						500,000												4.50						4/15/2026						486						486
Series I (5)						6/9/2021						7,000												5.70						12/01/2022						175						175
Series J (2)						3/6/2023						325,000												6.875						4/15/2028						317						317
Series K (4)						9/11/2025						7,500												6.25						10/15/2030						741						—
Total												885,000																								$	2,731					$	1,989

(1)Redeemable at Huntington’s option on the date stated or on a quarterly basis thereafter.

(2)Liquidation value and redemption price per share of $1,000, plus any declared and unpaid dividends.

(3)Dividend rate equal to 3-month CME Term SOFR + 26 bps spread adjustment + 270 bps.

(4)Liquidation value and redemption price per share of $100,000, plus any declared and unpaid dividends.

(5)Liquidation value and redemption price per share of $25,000, plus any declared and unpaid dividends.

2025 Form 10-K 141

The following table presents the dividends declared for each series of preferred shares.

						Year Ended December 31,
						2025												2024												2023
(amounts in millions, except per share data)						Cash Dividend Declared Per Share												Cash Dividend Declared Per Share												Cash Dividend Declared Per Share
						Amount									Amount									Amount
Preferred Series:
Series B						$	71.57					$	3					$	81.10					$	3					$	80.28					$	3
Series E (1)																		6,412.62						26						7,753.75						37
Series F						5,625.00						28						5,625.00						28						5,625.00						28
Series G						4,450.00						22						4,450.00						22						4,450.00						22
Series H						45.00						23						45.00						23						45.00						23
Series I						1,425.00						10						1,425.00						10						1,425.00						10
Series J						68.76						22						68.76						22						59.02						19
Series K (2)						2,152.78						16
Total												$	124											$	134											$	142

(1)During the fourth quarter of 2024, all remaining $405 million of outstanding Series E Preferred Stock, par value $0.01 per share, was redeemed. During the fourth quarter of 2023, $90 million of outstanding Series E Preferred Stock, par value $0.01 per share, was repurchased.

(2)Series K was issued during the third quarter of 2025. The first dividend declaration for the Series K occurred in the fourth quarter of 2025.

14. EARNINGS PER SHARE

Basic earnings per share is the amount of earnings (adjusted for preferred stock dividends and the impact of preferred stock repurchases and redemptions) available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units, performance share units, and shares held in deferred compensation plans. Potentially dilutive common shares are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive.

The following table shows the calculation of basic and diluted earnings per share.

			Year Ended December 31,
(dollar amounts in millions, except per share data, share count in thousands)			2025						2024						2023
Basic earnings per common share:
Net income attributable to Huntington			$	2,211					$	1,940					$	1,951
Dividends on preferred shares			124						134						142
Impact of preferred stock redemptions and repurchases			—						5						(8)
Net income available to common shareholders			$	2,087					$	1,801					$	1,817
Average common shares issued and outstanding			1,478,945						1,451,421						1,446,449
Basic earnings per common share			$	1.41					$	1.24					$	1.26
Diluted earnings per common share:
Average dilutive potential common shares:
Stock options, restricted stock units and awards, and performance share units			18,829						17,669						14,456
Shares held in deferred compensation plans			7,062						7,352						7,111
Average dilutive potential common shares			25,891						25,021						21,567
Total diluted average common shares issued and outstanding			1,504,836						1,476,442						1,468,016
Diluted earnings per common share			$	1.39					$	1.22					$	1.24
Anti-dilutive awards (1)			1,743						4,534						11,039

(1)Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive.

142 Huntington Bancshares Incorporated

15. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue is segregated based on the nature of product and services offered as part of contractual arrangements. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income. Revenue from contracts with customers within the scope of ASC 606 is broadly segregated within the following noninterest income categories:

• Payments and cash management revenue primarily includes interchange fees earned on debit cards and credit cards and fees earned from providing cash management services to corporate deposit customers. Within the scope of ASC 606, Huntington recognizes debit and credit card interchange fees for services performed related to authorization and settlement of a cardholder’s transaction with a merchant. Revenue is recognized when a cardholder’s transaction is approved and settled. Certain volume or transaction based interchange expenses (net of rebates) paid to the payment network reduce the interchange revenue and are presented net on the income statement. Similarly, rewards payable under a reward program to cardholders are recognized as a reduction of the transaction price and are presented net against the interchange revenue. Revenue from providing cash management services to corporate deposit customers is recognized over the period of time services are rendered.

*•*Wealth and asset management revenue primarily includes fee income generated from providing wealth and asset management services to personal, corporate, and institutional customers, including, but not limited to, fees and commissions earned from trust and investment management services, sales of annuity products, and tax reporting services. Within the scope of ASC 606, Huntington recognizes revenue from wealth and asset management services that are rendered over a period of time. Huntington may also recognize revenue from referring a customer to outside third parties to purchase annuities and mutual funds which is recognized in the period earned.

• Customer deposit and loan fees primarily includes fees and other charges Huntington receives related to service charges on deposit accounts, loan commitments and standby letters of credits, and other deposit and lending activity. Within the scope of ASC 606, Huntington recognizes fees and other charges for providing various services, including, but not limited to, maintaining accounts, providing overdraft services, transferring funds, and accepting and executing stop-payment orders for customers. Revenue includes both fixed fees (e.g., account maintenance fee), recognized over a period of time, and transaction fees (e.g., wire-transfer fee), recognized when a specific service is performed. Huntington may, from time to time, waive certain fees for customers but generally does not reduce the transaction price to reflect variability for future reversals due to the insignificance of the amounts. Waiver of fees reduces the revenue in the period the waiver is granted to the customer.

*•*Capital markets and advisory fees primarily includes advisory fees for merger, acquisition and capital markets activity, interest rate derivative fees, underwriting fees, foreign exchange fees, loan syndication fees, and fees earned from customer-related sales activity. Within the scope of ASC 606, Huntington recognizes revenue associated with capital markets and advisory fees when the related transaction closes.

*•*Leasing revenue primarily includes income from operating lease payments and termination of leases. Within the scope of ASC 606, Huntington recognizes leasing revenue when, or as, the performance obligation is satisfied. Inherent variability in the transaction price is not recognized until the uncertainty affecting the variability is resolved.

*•*Insurance income primarily includes agency commissions from the sale of insurance premiums to customers. All insurance income is recognized within the scope of ASC 606. Huntington receives commissions from the sales of insurance policies to customers. The initial commission is recognized when the insurance policy is sold to a customer. Huntington is also entitled to renewal commissions and, in some cases, profit sharing which are recognized in subsequent periods.

*•*Other - Within the scope of ASC 606, Huntington recognizes a variety of other miscellaneous revenue streams which are recognized when, or as, the performance obligation is satisfied.

2025 Form 10-K 143

Revenue is recorded in the business segment responsible for the related product or service. Fee sharing arrangements exist to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Business segment results are determined based upon management’s reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around Huntington’s organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

The following table presents total noninterest income disaggregated by operating segment and segregated between revenue from contracts with customers within the scope of ASC 606 and revenue within the scope of other GAAP topics.

(dollar amounts in millions)			Consumer & Regional Banking						Commercial Banking																		Treasury / Other						Huntington Consolidated
Major Revenue Streams
Year Ended December 31, 2025
Payments and cash management revenue			$	465					$	148																	$	—					$	613
Wealth and asset management revenue			385						23																		—						408
Customer deposit and loan fees			233						17																		—						250
Capital markets and advisory fees			22						146																		—						168
Leasing revenue			3						9																		—						12
Insurance income			72						10																		(1)						81
Other noninterest income			28						4																		(2)						30
Net revenue from contracts with customers			$	1,208					$	357																	$	(3)					$	1,562
Noninterest income within the scope of other GAAP topics			216						404																		(7)						613
Total noninterest income			$	1,424					$	761																	$	(10)					$	2,175
Year Ended December 31, 2024
Payments and cash management revenue			$	452					$	115																	$	—					$	567
Wealth and asset management revenue			352						12																		—						364
Customer deposit and loan fees			217						10																		—						227
Capital markets and advisory fees			21						172																		—						193
Leasing revenue			2						28																		—						30
Insurance income			67						11																		(1)						77
Other noninterest income			9						5																		(4)						10
Net revenue from contracts with customers			$	1,120					$	353																	$	(5)					$	1,468
Noninterest income within the scope of other GAAP topics			181						363																		28						572
Total noninterest income			$	1,301					$	716																	$	23					$	2,040
Year Ended December 31, 2023
Payments and cash management revenue			$	433					$	103																	$	—					$	536
Wealth and asset management revenue			313						15																		—						328
Customer deposit and loan fees			203						8																		—						211
Capital markets and advisory fees			16						118																		(2)						132
Leasing revenue			2						49																		—						51
Insurance income			64						11																		(1)						74
Other noninterest income			67						3																		(2)						68
Net revenue from contracts with customers			$	1,098					$	307																	$	(5)					$	1,400
Noninterest income within the scope of other GAAP topics			159						339																		23						521
Total noninterest income			$	1,257					$	646																	$	18					$	1,921

144 Huntington Bancshares Incorporated

Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions vary amongst services and customers and thus impact the timing and amount of revenue recognition. Some fees may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for the reporting period ended December 31, 2025 is expected to be earned within one year. Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended December 31, 2025 was determined to be immaterial.

16. SHARE-BASED COMPENSATION

Share-based awards are eligible for issuance under the Company’s long term incentive plan. The plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units, and other awards to officers, directors, and other employees. At December 31, 2025, 28 million shares were available for future grants.

Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2025, Huntington believes there were adequate authorized common shares to satisfy anticipated share-based award vesting in 2026.

The following table presents total share-based compensation expense and related tax benefit.

			Year Ended December 31,
(dollar amounts in millions)			2025									2024									2023
Share-based compensation expense (1)			$	130								$	133								$	114
Tax benefit			23									24									19

(1)Compensation costs are included in personnel costs on the Consolidated Statements of Income.

Stock Options

Stock options, awarded by Huntington, are granted at the closing market price on the date of the grant and vest ratably over four years or when other conditions are met. Stock options, which represented a portion of the grant values, have no intrinsic value until the stock price increases. All options have a contractual term of ten years from the date of grant.

Huntington’s stock option activity and related information was as follows.

(dollar amounts in millions, except per share and options amounts in thousands)			Options						Weighted- Average Exercise Price						Weighted-Average Remaining Contractual Life (Years)						Aggregate Intrinsic Value
Outstanding at January 1, 2025			10,306						$	12.84
Exercised			(1,419)						12.19
Forfeited/expired			(3)						17.89
Outstanding at December 31, 2025			8,884						$	12.95					3.3						$	39
Expected to vest			18						$	15.54					6.4						$	33
Exercisable at December 31, 2025			8,866						$	12.94					3.3						$	39

Restricted Stock Units and Performance Share Units

Restricted stock units and performance share units awarded by Huntington are granted at the closing market price on the date of the grant. Restricted stock units can be settled in shares or cash depending on the award and, for the most part, provide either accumulated cash dividends during the vesting period or accrue a dividend equivalent that is paid upon vesting. Restricted stock units are subject to certain service restrictions. Performance share units are payable contingent upon Huntington achieving certain predefined performance objectives over a three-year measurement period. The fair value of these awards and units reflects the closing market price of Huntington’s common stock on the grant or assumption date.

2025 Form 10-K 145

The following table summarizes the status of Huntington’s restricted stock units and performance share units as of December 31, 2025, and activity for the year ended December 31, 2025.

									Restricted Stock Units												Performance Share Units
(amounts in thousands, except per share amounts)															Quantity						Weighted- Average Grant Date Fair Value Per Share						Quantity						Weighted- Average Grant Date Fair Value Per Share
Nonvested at January 1, 2025															26,771						$	14.13					3,571						$	14.19
Granted															8,739						16.17						1,773						16.19
Vested															(8,584)						14.52						(2,145)						14.39
Forfeited															(892)						14.90						(6)						13.98
Nonvested at December 31, 2025															26,034						$	14.84					3,193						$	14.56

The weighted-average fair value at grant date of nonvested shares granted for the years ended December 31, 2025, 2024, and 2023 were $16.18, $13.09, and $14.14, respectively. The total fair value of awards vested during the years ended December 31, 2025, 2024, and 2023 was $156 million, $96 million, and $99 million, respectively. As of December 31, 2025, the total unrecognized compensation cost related to nonvested shares was $154 million with a weighted-average expense recognition period of 2.3 years.

17. BENEFIT PLANS

Huntington sponsors a non-contributory defined benefit pension plan covering substantially all employees hired or rehired prior to January 1, 2010. The Plan no longer accrues service benefits to participants and provides benefits based upon length of service and compensation levels. Huntington’s funding policy is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than the amount deductible under the Internal Revenue Code. There is a minimum contribution of $3.1 million for the 2025 plan year, which Huntington will satisfy by using the plan’s credit balance.

The following table shows the weighted-average assumptions used to determine the benefit obligation and the net periodic benefit cost.

			At December 31,
			2025						2024
Weighted-average assumptions used to determine benefit obligations:
Discount rate			5.50		%				5.67		%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate			5.67						5.15
Expected return on plan assets			5.50						5.50

The following table reconciles the beginning and ending balances of the benefit obligation of the Plan with the amounts recognized in the consolidated balance sheets.

			At December 31,
(dollar amounts in millions)			2025						2024
Projected benefit obligation at beginning of measurement year			$	646					$	687
Changes due to:
Service cost			4						3
Interest cost			34						34
Benefits paid			(35)						(34)
Settlements			(13)						(9)
Actuarial (losses) gains			5						(35)
Total changes			(5)						(41)
Projected benefit obligation at end of measurement year			$	641					$	646

146 Huntington Bancshares Incorporated

The following table reconciles the beginning and ending balances of the fair value of Plan assets.

			At December 31,
(dollar amounts in millions)			2025						2024
Fair value of plan assets at beginning of measurement year			$	678					$	729
Changes due to:
Actual return on plan assets			80						(8)
Settlements			(13)						(9)
Benefits paid			(35)						(34)
Total changes			32						(51)
Fair value of plan assets at end of measurement year			$	710					$	678

As of December 31, 2025, the difference between the accumulated benefit obligation and the fair value of Plan assets was $69 million and is recorded in other assets.

The following table shows the components of net periodic benefit costs recognized.

			Year Ended December 31, (1)
(dollar amounts in millions)			2025						2024						2023
Service cost			$	4					$	3					$	3
Interest cost			34						34						36
Expected return on plan assets			(43)						(46)						(43)
Amortization of loss			3						2						1
Settlements			5						4						7
Benefit costs			$	3					$	(3)					$	4

(1) Pension costs are recognized in other noninterest income in the Consolidated Statements of Income.

At December 31, 2025 and 2024, Northern Trust, as trustee and custodian, held all Plan assets. The Plan assets consisted of investments in a variety of cash equivalent, corporate and government fixed income, and equity investments as follows.

			Fair Value at December 31,
(dollar amounts in millions)			2025												2024
Cash equivalents:
Mutual funds-money market			$	11					2		%				$	11					2		%
Fixed income:
Corporate obligations			223						31						212						31
U.S. Government obligations			75						11						69						10
Municipal obligations			1						—						1						—
Collective trust funds			287						41						273						40
Equities:
Limited liability companies			7						1						11						2
Collective trust funds			60						8						78						12
Limited partnerships			46						6						23						3
Fair value of plan assets			$	710					100		%				$	678					100		%

2025 Form 10-K 147

Investments of the Plan are reported at fair value. The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset. At December 31, 2025, mutual money market funds are valued at the closing price reported from an actively traded exchange and are classified as Level 1. Fixed income investments are valued using unadjusted quoted prices from active markets for similar assets are classified as Level 2. Collective trust funds and limited liability companies are valued at net asset value per unit as a practical expedient, which is calculated based on the fair values of the underlying investments held by the fund less its liabilities as reported by the issuer of the fund. The investment in the limited partnerships is reported at net asset value per share as determined by the general partners of each limited partnership, based on their proportionate share of the partnership’s fair value as recorded in the partnership’s audited financial statements.

The investment objective of the Plan is to balance risk and return to preserve the Plan’s funded status over a long-time period, while meeting the Plan obligations. At December 31, 2025, Plan assets had an average duration of 11.3 years on investments. The estimated life of benefit obligations was 9.7 years. Although it may fluctuate with market conditions, Huntington has targeted a long-term allocation of Plan assets of 90% in bond investments and 10% in equity investments.

At December 31, 2025, the following table shows when benefit payments are expected to be paid.

(dollar amounts in millions)			Pension Benefits
2026			$	53
2027			53
2028			53
2029			53
2030			52
2031 through 2035			247

Huntington has a defined contribution plan that is available to eligible employees. Huntington’s expense related to the defined contribution plans for the years ended December 31, 2025, 2024, and 2023 was $69 million, $61 million, and $61 million, respectively.

The following table shows the number of shares, market value, and dividends received on shares of Huntington stock held by the defined contribution plan.

			At December 31,
(dollar amounts in millions, share amounts in thousands)			2025						2024
Shares in Huntington common stock			10,458						10,910
Market value of Huntington common stock			$	181					$	178
Dividends received on shares of Huntington stock			7						7

148 Huntington Bancshares Incorporated

18. INCOME TAXES

The following is a summary of the provision for income taxes.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Income before income taxes
U.S.			$	2,666					$	2,369					$	2,353
Foreign			22						34						31
Total income before income taxes			$	2,688					$	2,403					$	2,384
Current tax provision
Federal			$	778					$	411					$	644
State and local			79						43						63
Foreign			5						15						8
Total current tax provision			862						469						715
Deferred tax (benefit) provision
Federal			(386)						(24)						(291)
State and local			(17)						(2)						(11)
Total deferred tax (benefit) provision			(403)						(26)						(302)
Total provision for income taxes
Federal			392						387						353
State and local			62						41						52
Foreign			5						15						8
Provision for income taxes			$	459					$	443					$	413

The following is a reconciliation of the provision for income taxes.

			Year Ended December 31,
(dollar amounts in millions)			2025												2024												2023
Provision for income taxes computed at the statutory rate			$	564					21.0		%				$	505					21.0		%				$	501					21.0		%
Increases (decreases):
Domestic federal
Tax credits
LIHTC credits and benefits, net of amortization			(69)						(2.6)						(39)						(1.6)						(56)						(2.3)
Research and development credits			(24)						(0.9)						(28)						(1.2)						(24)						(1.0)
Investment tax credits			(37)						(1.4)						(20)						(0.8)						(30)						(1.3)
Other			(1)						—						(1)						—						(2)						(0.1)
Nontaxable and nondeductible items, net
Tax-exempt income			(35)						(1.3)						(29)						(1.2)						(28)						(1.2)
Other			7						0.3						1						—						2						0.1
Changes in valuation allowance			(7)						(0.3)						7						0.3						—						—
Domestic state and local income taxes, net of federal effect (1)			49						1.8						32						1.3						41						1.7
Foreign jurisdictions			2						0.1						5						0.2						2						0.1
Changes in unrecognized tax benefits			10						0.4						10						0.4						7						0.3
Provision for income taxes			$	459					17.1		%				$	443					18.4		%				$	413					17.3		%

(1)In 2025, state and local income taxes in New York, Minnesota, Illinois, New York City, New Jersey, Indiana and Wisconsin comprised greater than 50% of the tax effect in this category. In 2024, state and local income taxes in Illinois, New York, Pennsylvania, Minnesota, California, New York City, and Florida comprised greater than 50% of the tax effect in this category. In 2023, state and local income taxes in Illinois, New York, Minnesota, California, Tennessee, Florida, Indiana, and New Jersey comprised greater than 50% of the tax effect in this category.

2025 Form 10-K 149

Income taxes paid, net of refunds received, disaggregated by federal, state, local, and foreign tax jurisdictions in which income taxes paid (net of refunds received) are equal to or greater than five percent of total income taxes paid (net of refunds received), are summarized as follows.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Federal			$	182					$	43					$	12
State and local:
Illinois			17						10						6
New York			*						11						*
New York City			*						7						*
Minnesota			*						*						9
California			*						*						6
Wisconsin			*						*						6
New Jersey			*						*						5
Other			63						43						37
Total state and local			80						71						69
Foreign:
Canada			*						9						9
Other			12						—						—
Total foreign			12						9						9
Total income taxes paid, net of refunds received			$	274					$	123					$	90

*The amount of income taxes paid, net of refunds received, during the year does not meet the five percent disaggregation threshold, and the applicable amount is included in Other for disclosure purposes.

150 Huntington Bancshares Incorporated

The significant components of deferred tax assets and liabilities were as follows.

			At December 31,
(dollar amounts in millions)			2025						2024
Deferred tax assets:
Allowances for credit losses			$	646					$	559
Tax credit carryforward			561						452
Fair value adjustments			571						848
Research and development expenses			136						108
Lease liability			107						88
Net operating and other loss carryforward			78						90
Pension and other employee benefits			75						73
Accrued expense/prepaid			2						41
Other assets			12						9
Total deferred tax assets			2,188						2,268
Deferred tax liabilities:
Lease financing			701						968
Loan origination costs			181						162
Mortgage servicing rights			121						116
Right-of-use asset			84						64
Securities adjustments			54						48
Operating assets			47						78
Other liabilities			25						3
Total deferred tax liabilities			1,213						1,439
Net deferred tax asset before valuation allowance			975						829
Valuation allowance			(27)						(36)
Net deferred tax asset			$	948					$	793

At December 31, 2025, Huntington’s net deferred tax asset related to loss and other carryforwards was $639 million. This was comprised of federal net operating loss carryforwards of $30 million, which will begin expiring in 2030, state net operating loss carryforwards of $34 million, which will begin expiring in 2026, a federal capital loss carryforward of $10 million, which will begin expiring in 2026, state capital loss carryforwards of $4 million, which will begin expiring in 2026, general business credits of $560 million, which will begin expiring in 2044, and a corporate alternative minimum tax carryforward of $1 million, which may be carried forward indefinitely.

The valuation allowance for deferred tax assets as of December 31, 2025 was $27 million, which included a federal valuation allowance of $2 million and a state valuation allowance of $25 million.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2019. The 2020-2024 tax years remain open under the statute of limitations. Also, with few exceptions, the Company is no longer subject to state, city, or foreign income tax examinations for tax years before 2021.

The following table provides a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024
Unrecognized tax benefits at beginning of year			$	19					$	8
Gross increases for tax positions taken during prior years			8						7
Gross decreases for tax positions taken during prior years			—						(2)
Gross increases for tax positions taken during current year			6						6
Settlements with taxing authorities			(4)						—
Unrecognized tax benefits at end of year			$	29					$	19

2025 Form 10-K 151

Any interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a component of provision for income taxes. The amounts of accrued tax-related interest and penalties were immaterial at December 31, 2025 and 2024. Further, the amount of net interest and penalties related to unrecognized tax benefits was immaterial for all periods presented. All of the gross unrecognized tax benefits would impact the Company’s effective tax rate if recognized.

At December 31, 2025, retained earnings included approximately $182 million of base year reserves of acquired thrift institutions, for which no deferred federal income tax liability has been recognized. Under current law, if these bad debt reserves are used for purposes other than to absorb bad debt losses, they will be subject to federal income tax at the corporate rate enacted at the time. The amount of unrecognized deferred tax liability relating to the cumulative bad debt deduction was approximately $38 million at December 31, 2025.

19. FAIR VALUES OF ASSETS AND LIABILITIES

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the years ended December 31, 2025 and 2024.

Loans held for sale

Huntington has elected to apply the FVO for mortgage loans originated with the intent to sell which are included in loans held for sale. Mortgage loans held for sale are classified as Level 2 and are estimated using security prices for similar product types.

Loans held for investment

Certain mortgage loans originated with the intent to sell for which the FVO was elected have been reclassified to loans held for investment. These loans continue to be measured at fair value. The fair value of loans held for investment classified as Level 2 are estimated using security prices for similar product types similar to loans held for sale. The fair value of loans held for investment classified as Level 3 is determined using fair value of similar mortgage-backed securities adjusted for loan specific variables.

Available-for-sale and trading account securities

Securities accounted for at fair value include both the available-for-sale and trading account portfolios. Huntington determines the fair value of securities utilizing quoted market prices obtained for identical or similar assets, third-party pricing services, third-party valuation specialists and other observable inputs such as recent trade observations. AFS and trading securities classified as Level 1 use quoted market prices (unadjusted) in active markets for identical securities at the measurement date. Level 1 positions in these portfolios consist of U.S. Treasury securities. When quoted market prices are not available, fair values are classified as Level 2 using quoted prices for similar assets in active markets, quoted prices of identical or similar assets in markets that are not active, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 positions in these portfolios consist of U.S. Government and agency debt securities, agency mortgage backed securities, private-label asset-backed securities, certain municipal securities, and other securities. For Level 2 securities Huntington primarily uses prices obtained from third-party pricing services to determine the fair value of securities. Huntington independently evaluates and corroborates the fair value received from pricing services through various methods and techniques, including references to dealer or other market quotes, by reviewing valuations of comparable instruments, and by comparing the prices realized on the sale of similar securities. If relevant market prices are limited or unavailable, valuations may require significant management judgment or estimation to determine fair value, in which case the fair values are classified as Level 3. The Level 3 positions predominantly consist of direct purchase municipal securities. A significant change in the unobservable inputs for these securities may result in a significant change in the ending fair value measurement of these securities.

152 Huntington Bancshares Incorporated

Direct purchase municipal securities, in addition to certain private-label CMOs and asset-backed securities, are classified as Level 3 and require estimates to determine fair value which results in greater subjectivity. The fair value is determined by utilizing a discounted cash flow valuation technique employed by a third-party valuation specialist. The third-party specialist uses assumptions related to yield, prepayment speed, conditional default rates and loss severity based on certain factors such as credit worthiness of the counterparty, prevailing market rates, and analysis of similar securities. Huntington evaluates the fair values provided by the third-party specialist for reasonableness.

Derivative assets and liabilities

Derivatives classified as Level 2 primarily consist of interest rate contracts, which are valued using a discounted cash flow method that incorporates current market interest rates. In addition, Level 2 includes foreign exchange and commodity contracts, which are valued using exchange traded swaps, exchange traded options, and futures market data. Level 2 also includes exchange traded options and forward commitments to deliver mortgage-backed securities, which are valued using quoted prices.

Derivatives classified as Level 3 consist of interest rate lock agreements related to mortgage loan commitments, the Visa® share swap, and credit default swaps.

MSRs

MSRs are accounted for using the fair value method and are classified as Level 3. Refer to Note 7 - “Mortgage Loan Sales and Servicing Rights” for information on valuation methodology.

Short-term borrowings

Short-term borrowings accounted for at fair value include debt and equity securities held by our broker dealer in its trading inventory and securities sold short as a hedging strategy for purposes of supporting client trading activities. Level 1 fair value positions are determined by quoted market prices available in an active market for identical securities. When quoted market prices are not available, fair values are classified as Level 2 and are determined using quoted prices for similar assets in active markets.

Long-term debt

Huntington has elected to apply the fair value option for CLNs structured as long-term debt. CLNs are classified as Level 2 using quoted prices for similar liabilities in active markets, quoted prices of similar liabilities in markets that are not active, and inputs that are observable for the assets, either directly or indirectly, for substantially the full term of the financial instrument.

2025 Form 10-K 153

Assets and Liabilities measured at fair value on a recurring basis

The following tables present our assets and liabilities measured at fair value on a recurring basis, including instruments where we have elected the fair value option.

			Fair Value Measurements at Reporting Date Using																		Netting Adjustments (1)						Total
(dollar amounts in millions)			Level 1						Level 2						Level 3
At December 31, 2025
Assets
Trading account securities			$	—					$	63					$	—					$	—					$	63
Available-for-sale securities:
U.S. Treasury			4,635						—						—						—						4,635
Residential MBS			—						9,669						—						—						9,669
Residential CMO			—						5,197						—						—						5,197
Commercial MBS			—						1,831						—						—						1,831
Other agencies			—						150						—						—						150
Municipal securities			—						82						4,061						—						4,143
Corporate debt			—						178						—						—						178
Asset-backed securities			—						193						28						—						221
Private-label CMO			—						79						19						—						98
Other securities/sovereign debt			—						10						—						—						10
Total available-for-sale securities			4,635						17,389						4,108						—						26,132
Other securities			30						12						—						—						42
Loans held for sale			—						885						—						—						885
Loans held for investment			—						105						62						—						167
MSRs			—						—						593						—						593
Other assets:
Derivative assets			—						499						8						(260)						247
Assets held in trust for deferred compensation plans			216						—						—						—						216
Liabilities
Short-term borrowings			131						7						—						—						138
Long-term debt			—						1,161						—						—						1,161
Derivative liabilities			—						514						5						(169)						350

(1)Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

154 Huntington Bancshares Incorporated

			Fair Value Measurements at Reporting Date Using																		Netting Adjustments (1)						Total
(dollar amounts in millions)			Level 1						Level 2						Level 3
At December 31, 2024
Assets
Trading account securities			$	1					$	52					$	—					$	—					$	53
Available-for-sale securities:
U.S. Treasury			6,556						—						—						—						6,556
Residential MBS			—						10,017						—						—						10,017
Residential CMO			—						3,345						—						—						3,345
Commercial MBS			—						1,752						—						—						1,752
Other agencies			—						130						—						—						130
Municipal securities			—						34						3,954						—						3,988
Corporate debt			—						1,055						—						—						1,055
Asset-backed securities			—						262						49						—						311
Private-label CMO			—						88						21						—						109
Other securities/sovereign debt			—						10						—						—						10
Total available-for-sale securities			6,556						16,693						4,024						—						27,273
Other securities			29						2						—						—						31
Loans held for sale			—						652						—						—						652
Loans held for investment			—						112						61						—						173
MSRs			—						—						573						—						573
Other assets:
Derivative assets			—						606						4						(344)						266
Assets held in trust for deferred compensation plans			191						—						—						—						191
Liabilities
Long-term debt			—						821						—						—						821
Derivative liabilities			—						666						2						(90)						578

(1)Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

2025 Form 10-K 155

The following tables present a rollforward of the balance sheet amounts measured at fair value on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 measurements may also include observable components of value that can be validated externally. Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

			Level 3 Fair Value Measurements
															Available-for-sale securities
(dollar amounts in millions)			MSRs						Derivative instruments						Municipal securities						Private- label CMO						Asset- backed securities						Loans held for investment
Year Ended December 31, 2025
Opening balance			$	573					$	2					$	3,954					$	21					$	49					$	61
Transfers into Level 3			—						—						—						—						—						9
Transfers out of Level 3 (1)			—						(42)						—						—						—						—
Total gains (losses) for the period:
Included in earnings:
Interest and fee income			—						—						(1)						—						—						—
Mortgage banking income			(4)						45						—						—						—						—
Other noninterest income			—						(11)						—						—						—						—
Included in OCI			—						—						60						—						—						—
Purchases/originations			93						—						1,196						—						—						—
Sales									—						—						(4)						—						—
Repayments			—						—						—						—						—						(8)
Settlements			(69)						9						(1,148)						2						(21)						—
Closing balance			$	593					$	3					$	4,061					$	19					$	28					$	62
Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date			$	(4)					$	3					$	—					$	—					$	—					$	—
Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						53						—						—						—

156 Huntington Bancshares Incorporated

			Level 3 Fair Value Measurements
															Available-for-sale securities
(dollar amounts in millions)			MSRs						Derivative instruments						Municipal securities						Private- label CMO						Asset- backed securities						Loans held for investment
Year Ended December 31, 2024
Opening balance			$	515					$	(2)					$	3,335					$	20					$	75					$	54
Transfers into Level 3			—						—						—						—						—						13
Transfers out of Level 3 (1)			—						(25)						—						—						—						—
Total gains (losses) for the period:
Included in earnings:
Interest and fee income			—						—						(1)						(1)						—						(1)
Provision for credit losses			—						—						(2)						—						—						—
Mortgage banking income			60						24						—						—						—						—
Other noninterest income			—						(13)						—						—						—						—
Included in OCI			—						—						33						—						—						—
Purchases/originations			54						—						1,256						—						15						—
Repayments			—						—						—						—						—						(5)
Settlements			(56)						18						(667)						2						(41)						—
Closing balance			$	573					$	2					$	3,954					$	21					$	49					$	61
Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date			$	60					$	(1)					$	—					$	—					$	—					$	—
Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						27						—						—						—

			Level 3 Fair Value Measurements
															Available-for-sale securities
(dollar amounts in millions)			MSRs						Derivative instruments						Municipal securities						Private- label CMO						Asset- backed securities						Loans held for investment
Year Ended December 31, 2023
Opening balance			$	494					$	(2)					$	3,248					$	20					$	74					$	16
Transfers into Level 3			—						—						—						—						—						41
Transfers out of Level 3 (1)			—						(23)						—						—						—						—
Total gains (losses) for the period:
Included in earnings:
Interest and fee income			—						—						(2)						(1)						—						(3)
Mortgage banking income			7						25						—						—						—						—
Other noninterest income			—						(2)						—						—						—						—
Included in OCI			—						—						73						—						1						—
Purchases/originations			63						—						928						1						—						—
Sales			(1)						—						—						—						—						—
Settlements			(48)						—						(912)						—						—						—
Closing balance			$	515					$	(2)					$	3,335					$	20					$	75					$	54
Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date			$	7					$	(3)					$	—					$	—					$	—					$	—
Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						47						—						1						—

(1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held for sale, which is classified as Level 2.

2025 Form 10-K 157

Assets and liabilities under the fair value option

The following table presents the fair value and aggregate principal balance of certain assets and liabilities under the fair value option.

			Total Loans																		Loans that are 90 or more days past due
(dollar amounts in millions)			Fair value carrying amount						Aggregate unpaid principal						Difference						Fair value carrying amount						Aggregate unpaid principal						Difference
At December 31, 2025
Assets
Loans held for sale			$	885					$	855					$	30					$	—					$	—					$	—
Loans held for investment			167						179						(12)						3						4						(1)
Liabilities
Long-term debt			1,161						1,151						(10)
At December 31, 2024
Assets
Loans held for sale			$	652					$	640					$	12					$	—					$	—					$	—
Loans held for investment			173						184						(11)						4						4						—
Liabilities
Long-term debt			821						817						(4)

The following table presents the net (losses) gains from fair value changes.

									Year Ended December 31,
(dollar amounts in millions)			Classification						2025						2024						2023
Loans held for sale			Mortgage banking income						$	18					$	(5)					$	10
Loans held for investment			Mortgage banking income						(1)						(1)						(5)
Long-term debt			Other noninterest income						(6)						(4)						—

Assets and Liabilities measured at fair value on a nonrecurring basis

Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. The gains (losses) represent the amounts recorded during the period regardless of whether the asset is still held at period end.

The amounts measured at fair value on a nonrecurring basis were as follows.

															Fair Value Measurements Using Significant Unobservable Inputs (Level 3)												Total Losses Year Ended
(dollar amounts in millions)															December 31, 2025						December 31, 2024						December 31, 2025						December 31, 2024						December 31, 2023
Collateral-dependent loans															$	74					$	192					$	(86)					$	(122)					$	(21)

Huntington records nonrecurring adjustments of collateral-dependent loans held for investment. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Appraisals are generally obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for comparable properties and cost of construction. Periodically, in cases where the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized in the form of a charge-off.

158 Huntington Bancshares Incorporated

Significant unobservable inputs for assets and liabilities measured at fair value

The following table presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value.

									Quantitative Information about Level 3 Fair Value Measurements (1)
																					At December 31, 2025																		At December 31, 2024
(dollar amounts in millions)									Valuation Technique						Significant Unobservable Input						Range												Weighted Average						Range												Weighted Average
Measured at fair value on a recurring basis:
MSRs									Discounted cash flow						Constant prepayment rate						6		%	-			61		%				8		%				6		%	-			43		%				8		%
															Spread over forward interest rate swap rates						5		%	-			11		%				5		%				5		%	-			10		%				6		%
Municipal securities and asset-backed securities									Discounted cash flow						Discount rate						4		%	-			4		%				4		%				4		%	-			5		%				5		%
															Cumulative default						—		%	-			64		%				3		%				—		%	-			39		%				4		%
															Loss given default (2)																		20		%																20		%

(1)Certain disclosures related to quantitative level 3 fair value measurements do not include those deemed to be immaterial.

(2)The range is not meaningful for this unobservable input.

The following provides a general description of the impact of a change in an unobservable input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs.

Components of credit loss estimates including probability of default, constant default, cumulative default, loss given default, cure given deferral, and loss severity, are driven by the ability of the borrowers to pay their loans and the value of the underlying collateral and are impacted by changes in macroeconomic conditions, typically increasing when economic conditions worsen and decreasing when conditions improve. An increase in the estimated prepayment rate typically results in a decrease in estimated credit losses and vice versa. Higher credit loss estimates generally result in lower fair values. Credit spreads generally increase when liquidity risks and market volatility increase and decrease when liquidity conditions and market volatility improve.

Discount rates and spread over forward interest rate swap rates typically increase when market interest rates increase and/or credit and liquidity risks increase and decrease when market interest rates decline and/or credit and liquidity conditions improve. Higher discount rates and credit spreads generally result in lower fair market values.

Fair values of financial instruments

Many of the assets and liabilities subject to the disclosure requirements are not actively traded, requiring fair values to be estimated by management. These estimations necessarily involve the use of judgment about a wide variety of factors, including, but not limited to, relevancy of market prices of comparable instruments, expected future cash flows, and appropriate discount rates.

The short-term nature of certain assets and liabilities result in their carrying value approximating fair value. These include trading account securities, customers’ acceptance liabilities, short-term borrowings, bank acceptances outstanding, and cash and short-term assets, which include cash and due from banks and interest-earning deposits with banks. Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses that limit Huntington’s exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.

Certain assets, the most significant being operating lease assets, bank owned life insurance, and premises and equipment, do not meet the definition of a financial instrument and are excluded from this disclosure. Similarly, mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included in the following tables. Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value.

2025 Form 10-K 159

The following table provides the carrying amounts and estimated fair values of Huntington’s financial instruments.

(dollar amounts in millions)			Amortized Cost						Lower of Cost or Market						Fair Value or Fair Value Option						Total Carrying Amount						Estimated Fair Value
At December 31, 2025
Financial Assets
Cash and short-term assets			$	14,078					$	—					$	—					$	14,078					$	14,078
Trading account securities			—						—						63						63						63
Available-for-sale securities			—						—						26,132						26,132						26,132
Held-to-maturity securities			15,258						—						—						15,258						13,636
Other securities			952						—						42						994						994
Loans held for sale			—						530						885						1,415						1,420
Net loans and leases (1)			146,938						—						167						147,105						146,273
Derivative assets			—						—						247						247						247
Assets held in trust for deferred compensation plans			—						—						216						216						216
Financial Liabilities
Deposits (2)			176,610						—						—						176,610						176,610
Short-term borrowings			1,123						—						138						1,261						1,261
Long-term debt			16,060						—						1,161						17,221						17,479
Derivative liabilities			—						—						350						350						350
At December 31, 2024
Financial Assets
Cash and short-term assets			$	13,332					$	—					$	—					$	13,332					$	13,332
Trading account securities			—						—						53						53						53
Available-for-sale securities			—						—						27,273						27,273						27,273
Held-to-maturity securities			16,368						—						—						16,368						14,086
Other securities			792						—						31						823						823
Loans held for sale			—						2						652						654						654
Net loans and leases (1)			127,625						—						173						127,798						125,557
Derivative assets			—						—						266						266						266
Assets held in trust for deferred compensation plans			—						—						191						191						191
Financial Liabilities
Deposits (2)			162,448						—						—						162,448						162,455
Short-term borrowings			199						—						—						199						199
Long-term debt			15,553						—						821						16,374						16,573
Derivative liabilities			—						—						578						578						578

(1)Includes collateral-dependent loans.

(2)Includes $2.1 billion and $1.5 billion in time deposits in excess of the FDIC insurance coverage limit at December 31, 2025 and December 31, 2024, respectively.

160 Huntington Bancshares Incorporated

The following table presents the level in the fair value hierarchy for estimated fair values.

			Estimated Fair Value Measurements at Reporting Date Using																		Netting						Estimated Fair Value
(dollar amounts in millions)			Level 1						Level 2						Level 3						Adjustments (1)
At December 31, 2025
Financial Assets
Trading account securities			$	—					$	63					$	—					$	—					$	63
Available-for-sale securities			4,635						17,389						4,108						—						26,132
Held-to-maturity securities			2,368						11,268						—						—						13,636
Other securities (2)			30						12						—						—						42
Loans held for sale			—						885						535						—						1,420
Net loans and leases			—						105						146,168						—						146,273
Derivative assets			—						499						8						(260)						247
Financial Liabilities
Deposits			—						158,472						18,138						—						176,610
Short-term borrowings			131						1,130						—						—						1,261
Long-term debt			—						12,336						5,143						—						17,479
Derivative liabilities			—						514						5						(169)						350
At December 31, 2024
Financial Assets
Trading account securities			$	1					$	52					$	—					$	—					$	53
Available-for-sale securities			6,556						16,693						4,024						—						27,273
Held-to-maturity securities			2,023						12,063						—						—						14,086
Other securities (2)			29						2						—						—						31
Loans held for sale			—						652						2						—						654
Net loans and leases			—						113						125,444						—						125,557
Derivative assets			—						606						4						(344)						266
Financial Liabilities
Deposits			—						147,045						15,410						—						162,455
Short-term borrowings			—						199						—						—						199
Long-term debt			—						11,242						5,331						—						16,573
Derivative liabilities			—						666						2						(90)						578

(1)Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

(2)Excludes securities without readily determinable fair values.

2025 Form 10-K 161

20. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability (in other assets or other liabilities, respectively) and measured at fair value.

Derivative financial instruments can be designated as accounting hedges under GAAP. Designating a derivative as an accounting hedge allows Huntington to recognize gains and losses on the hedging instruments in the income statement line item where the gains and losses on the hedged item are recognized. Gains and losses on derivatives that are not designated in an effective hedge relationship under GAAP immediately impact earnings within the period they occur.

The following table presents the fair values and notional values of all derivative instruments included in the Consolidated Balance Sheets. Amounts in the table below are presented gross without the impact of any net collateral arrangements.

			At December 31, 2025																		At December 31, 2024
(dollar amounts in millions)			Notional Value						Asset						Liability						Notional Value						Asset						Liability
Derivatives designated as Hedging Instruments
Interest rate contracts			$	43,996					$	109					$	28					$	45,634					$	24					$	—
Foreign exchange contracts			809						4						—						250						—						5
Derivatives not designated as Hedging Instruments
Interest rate contracts			49,284						260						389						42,359						456						580
Foreign exchange contracts			7,085						58						60						5,465						79						54
Equity contracts			912						33						5						823						20						2
Commodities contracts			822						40						37						683						29						27
Credit contracts			139						3						—						247						2						—
Total contracts			$	103,047					$	507					$	519					$	95,461					$	610					$	668

The following table presents the amount of gain or loss recognized in income for derivatives not designated as hedging instruments under ASC Subtopic 815-10 in the Consolidated Income Statement.

						Location of Gain (Loss) Recognized in Income on Derivatives						Amount of Gain (Loss) Recognized in Income on Derivatives
									Year Ended December 31,
(dollar amounts in millions)									2025						2024						2023
Interest rate contracts:
Customer						Capital markets and advisory fees						$	49					$	37					$	30
Mortgage banking						Mortgage banking income						—						(49)						(10)
Interest rate swaptions						Other noninterest income						—						—						(24)
Foreign exchange contracts						Capital markets and advisory fees						50						45						45
Equity contracts						Other noninterest income and other noninterest expense						(11)						(18)						(13)
Commodities contracts						Capital markets and advisory fees						3						4						5
Credit contracts						Other noninterest income						(7)						(14)						(2)
Total												$	84					$	5					$	31

Derivatives used in asset and liability management activities

Huntington engages in balance sheet hedging activity, principally for asset and liability management purposes. Balance sheet hedging activity is generally arranged to receive hedge accounting treatment that can be classified as either fair value or cash flow hedges. Fair value hedges are executed to hedge changes in fair value of outstanding fixed-rate debt and investment securities caused by fluctuations in market interest rates. Cash flow hedges are executed to modify interest rate characteristics of designated commercial loans in order to reduce the impact of changes in future cash flows due to market interest rate changes.

162 Huntington Bancshares Incorporated

The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities, identified by the underlying interest rate-sensitive instruments.

			At December 31, 2025
(dollar amounts in millions)			Fair Value Hedges						Cash Flow Hedges						Economic Hedges						Total
Instruments associated with:
Investment securities			$	5,147					$	—					$	—					$	5,147
Loans			—						28,250						28						28,278
Long-term debt			10,599						—						—						10,599
Total notional value			$	15,746					$	28,250					$	28					$	44,024
			At December 31, 2024
(dollar amounts in millions)			Fair Value Hedges						Cash Flow Hedges						Economic Hedges						Total
Instruments associated with:
Investment securities			$	10,987					$	—					$	—					$	10,987
Loans			—						23,300						175						23,475
Long-term debt			11,347						—						—						11,347
Total notional value			$	22,334					$	23,300					$	175					$	45,809

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of assets and liabilities. Net amounts receivable or payable on contracts hedging either interest-earning assets or interest-bearing liabilities were accrued as an adjustment to either interest income or interest expense. Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for floors that were not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges reclassified from AOCI. The net amounts resulted in decreases to net interest income of $106 million for the year ended December 31, 2025, $231 million for the year ended December 31, 2024, and $248 million for the year ended December 31, 2023.

Fair Value Hedges

The changes in fair value of the fair value hedges are recorded through earnings and offset against changes in the fair value of the hedged item.

Huntington has designated $5.1 billion of interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults, or other factors affecting the timing and amount of cash flows. The fair value portfolio level basis adjustment on our hedged MBS portfolio has not been attributed to the individual AFS securities in our Consolidated Balance Sheets.

The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Interest rate contracts
Change in fair value of interest rate swaps hedging investment securities (1)			$	(284)					$	(246)					$	(284)
Change in fair value of hedged investment securities (1)			281						239						282
Change in fair value of interest rate swaps hedging long-term debt (2)			225						(109)						141
Change in fair value of hedged long-term debt (2)			(224)						108						(141)

(1)Recognized in Interest income—available-for-sale securities—taxable in the Consolidated Statements of Income.

(2)Recognized in Interest expense—long-term debt in the Consolidated Statements of Income.

2025 Form 10-K 163

The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges.

			Amortized Cost												Cumulative Amount of Fair Value Hedging Adjustment to Hedged Items
			At December 31,												At December 31,
(dollar amounts in millions)			2025						2024						2025						2024
Assets
Investment securities (1)			$	11,402					$	16,390					$	(177)					$	(458)
Liabilities
Long-term debt (2)			11,066						11,589						1						(223)

(1)Amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method. The hedged item is a layer of the closed portfolio that is expected to be remaining at the end of the hedging relationship.

(2)Excluded from the above table are the cumulative amounts of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $(42) million at December 31, 2025 and $(56) million at December 31, 2024.

Cash Flow Hedges

At December 31, 2025, Huntington had $28.3 billion of interest rate swaps and floors that are designated as cash flow hedges for variable-rate commercial loans. The change in the fair value of a derivative instrument designated as a cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings. The initial premium paid for the interest rate floor contracts represents the time value of the contracts and is not included in the measurement of hedge effectiveness. The initial premium paid is amortized on a straight-line basis as a reduction to interest income over the contractual life of these contracts.

At December 31, 2025, the net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months totaled $15 million.

Derivatives used in mortgage banking activities

Mortgage loan origination hedging activity

Huntington uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock commitments and its mortgage loans held for sale. Mortgage loan sale commitments and the related interest rate lock commitments are carried at fair value on the Consolidated Balance Sheets with changes in fair value reflected in mortgage banking income. Huntington’s mortgage origination hedging activity is related to economically hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties. The value of a newly originated mortgage is not firm until the interest rate is committed or locked. Forward commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate change. These derivatives were in a net asset position of $2 million at December 31, 2025 and $7 million and December 31, 2024. At December 31, 2025 and December 31, 2024, Huntington had commitments to sell residential real estate loans of $1.2 billion and $869 million, respectively. These contracts mature in less than one year.

MSR hedging activity

Huntington also uses certain derivative financial instruments to offset changes in value of its MSRs. These derivatives consist primarily of forward interest rate agreements and forward mortgage contracts. The derivative instruments used are not designated as qualifying hedges. Accordingly, such derivatives are recorded at fair value with changes in fair value reflected in mortgage banking income. Huntington’s MSR economic hedging activity uses securities and derivatives to manage the value of the MSR assets and to mitigate the various types of risk inherent in the MSR assets, including risks related to duration, basis, convexity, volatility, and yield curve. The hedging instruments include forward commitments, TBA securities, Treasury futures contracts, interest rate swaps, and options on interest rate swaps.

164 Huntington Bancshares Incorporated

MSR hedging trading assets and liabilities are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. Trading gains (losses) are included in mortgage banking income in the Consolidated Statements of Income. The notional value of the derivative financial instruments, the corresponding trading assets and liabilities positions, and net trading gains (losses) related to MSR hedging activity is summarized in the following tables.

												At December 31,
(dollar amounts in millions)												2025						2024
Notional value												$	2,658					$	1,780
Trading liabilities												18						45
						Year Ended December 31,
(dollar amounts in millions)						2025						2024						2023
Trading gains (losses)						$	5					$	(60)					$	(10)

Derivatives used in customer-related activities

Various derivative financial instruments are offered to enable customers to meet their financing and investing objectives and for their risk-management purposes. Derivative financial instruments used in trading activities consist of commodity, interest rate, and foreign exchange contracts. Huntington enters into offsetting third-party contracts with approved, reputable counterparties with substantially matching terms and currencies in order to economically hedge significant exposure related to derivatives used in trading activities.

The interest rate or price risk of customer derivatives is mitigated by entering into similar derivatives having offsetting terms with other counterparties. The credit risk to these customers is evaluated and included in the calculation of fair value.

The net fair values of these derivative financial instruments, for which the gross amounts are included in other assets or other liabilities at December 31, 2025 and December 31, 2024, were $58 million and $72 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $52.8 billion and $45.2 billion at December 31, 2025 and December 31, 2024, respectively. Huntington’s credit risk from customer derivatives was $168 million and $76 million at the same dates, respectively.

Credit derivative instruments

Huntington enters into credit default swaps to hedge credit risk associated with certain loans and leases. These contracts are accounted for as derivatives, and accordingly, these contracts are recorded at fair value.

Financial assets and liabilities that are offset in the Consolidated Balance Sheets

Huntington records derivatives at fair value as further described in Note 19 - “Fair Values of Assets and Liabilities.”

Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Additionally, collateral exchanged with counterparties is also netted against the applicable derivative fair values. Huntington enters into derivative transactions with two primary groups: 1) broker-dealers and banks, and 2) Huntington’s customers. Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.

Huntington enters into transactions with broker-dealers and banks for various risk management purposes. These types of transactions generally are high dollar volume. Huntington enters into collateral and master netting agreements with these counterparties and routinely exchanges cash and high quality securities collateral.

Huntington also enters into transactions with customers to meet their financing, investing, payment and risk-management needs. These types of transactions generally are low dollar volume. Huntington enters into master netting agreements with customer counterparties; however, collateral is generally not exchanged with customer counterparties.

2025 Form 10-K 165

In addition, Huntington clears certain derivative transactions through a clearinghouse, rather than directly with counterparties. Transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position.

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net credit risk of $73 million and $192 million at December 31, 2025 and December 31, 2024, respectively. The net credit risk associated with derivatives is calculated after considering master netting agreements and is reduced by collateral that has been pledged by the counterparty.

At December 31, 2025, Huntington pledged $174 million of investment securities and cash collateral to counterparties, while other counterparties pledged $195 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Balance Sheets.

Offsetting of Financial Assets and Derivative Assets
												Gross amounts offset in the consolidated balance sheets						Net amounts of assets presented in the consolidated balance sheets						Gross amounts not offset in the consolidated balance sheets
(dollar amounts in millions)						Gross amounts of recognized assets												Financial instruments						Cash collateral received						Net amount
At December 31, 2025						$	507					$	(260)					$	247					$	(2)					$	(100)					$	145
At December 31, 2024						610						(344)						266						(5)						(35)						226

Offsetting of Financial Liabilities and Derivative Liabilities
												Gross amounts offset in the consolidated balance sheets						Net amounts of liabilities presented in the consolidated balance sheets						Gross amounts not offset in the consolidated balance sheets
(dollar amounts in millions)						Gross amounts of recognized liabilities												Financial instruments						Cash collateral delivered						Net amount
At December 31, 2025						$	519					$	(169)					$	350					$	(120)					$	(15)					$	215
At December 31, 2024						668						(90)						578						(67)						(316)						195

21. VARIABLE INTEREST ENTITIES

Consolidated VIEs

Huntington engages in activities with VIEs in the normal course of business that result in Huntington being the primary beneficiary and which are consolidated in Huntington’s financial statements. The following table provides a summary of the assets and liabilities of VIEs carried on Huntington’s Consolidated Balance Sheets.

(dollar amounts in millions)			At December 31, 2025						At December 31, 2024
Assets
Net loans and leases			$	669					$	1,122
Other assets			431						264
Total assets			$	1,100					$	1,386
Liabilities
Long-term borrowings			$	600					$	1,023
Other liabilities			152						109
Total liabilities			$	752					$	1,132

166 Huntington Bancshares Incorporated

Huntington previously completed a securitization transaction by transferring automobile loans to a SPE which was deemed to be a VIE, with the SPE in turn issuing asset-backed notes. The primary purpose of the VIE in the securitization transaction was to issue asset-backed securities with varying levels of credit subordination and payment priority. Huntington retained notes and residual interest in the VIE and, therefore, has an obligation to absorb losses and a right to receive benefits that could potentially be significant to the VIE. In addition, Huntington retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. The assets of the VIE are restricted to the settlement of the asset-backed securities and other obligations of the VIE. Third-party holders of the asset-backed notes do not have recourse to the general assets of Huntington.

The economic performance of the VIE is most significantly impacted by the performance of the underlying loans. The VIE is exposed to credit and prepayment risk, which are managed through credit enhancements in the form of reserve accounts, over-collateralization, excess interest on the loans, and the subordination of certain classes of asset-backed securities.

Consolidated VIEs at December 31, 2025 and December 31, 2024 also included investments in LIHTC operating entities that were syndicated and where we serve as the general partner and manager. As manager of these entities, we have the power to direct the activities that most significantly impact economic performance, as well as an obligation to absorb significant expected losses, of the entities.

Unconsolidated VIEs

The following table provides a summary of the assets and liabilities included in Huntington’s Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related to unconsolidated VIEs for which Huntington holds an interest in, but is not the primary beneficiary.

(dollar amounts in millions)			Total Assets						Total Liabilities						Maximum Exposure to Loss
At December 31, 2025
Affordable housing tax credit partnerships			$	2,453					$	946					$	2,453
Trust preferred securities			14						262						—
Other investments			1,465						196						1,465
Total			$	3,932					$	1,404					$	3,918
At December 31, 2024
Affordable housing tax credit partnerships			$	2,382					$	1,065					$	2,382
Trust preferred securities			14						248						—
Other investments			1,201						168						1,201
Total			$	3,597					$	1,481					$	3,583

Affordable Housing and Other Tax Credit Investments

Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the LIHTC pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.

Huntington uses the proportional amortization method to account for a majority of its investments in these entities. These investments are included in other assets. Investments that do not meet the requirements of the proportional amortization method are accounted for using the equity method. Investment losses are included in Other noninterest income in the Consolidated Statements of Income.

2025 Form 10-K 167

The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments.

			At December 31,
(dollar amounts in millions)			2025						2024
Affordable housing tax credit investments			$	3,898					$	3,628
Less: amortization			(1,445)						(1,246)
Net affordable housing tax credit investments			$	2,453					$	2,382
Unfunded commitments			$	946					$	1,065

The following table presents other information relating to Huntington’s affordable housing tax credit investments.

			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Tax credits and other tax benefits recognized			$	331					$	273					$	260
Proportional amortization expense included in provision for income taxes			261						234						205

The initial investment in affordable housing tax credit investments and subsequent tax credits, benefits, and amortization are included within operating activities in the Consolidated Statements of Cash Flows.

Trust-Preferred Securities

Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior subordinated debentures, which are reflected in Huntington’s Consolidated Balance Sheet as long-term debt. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Consolidated Financial Statements.

Other Investments

Other investments determined to be VIE’s include investments in Small Business Investment Companies, Historic Tax Credit Investments, certain equity method investments, renewable energy financings, and other miscellaneous investments.

22. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments to Extend Credit

In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Consolidated Financial Statements. The contract amounts of these financial agreements were as follows.

			At December 31,
(dollar amounts in millions)			2025						2024
Contract amount representing credit risk
Commitments to extend credit:
Commercial and industrial			$	47,736					$	37,422
Consumer loan portfolio			21,659						19,993
Commercial real estate			4,036						2,089
Standby letters of credit and guarantees on industrial revenue bonds			895						725

168 Huntington Bancshares Incorporated

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. Certain commitments to extend credit are secured by collateral, including residential and commercial real estate, inventory, receivables, cash and securities, and other business assets.

Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third party. These conditional commitments are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions and mature within two years. Since the conditions under which Huntington is required to fund these conditional commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. The carrying amount of deferred revenue associated with these conditional commitments was $31 million and $27 million at December 31, 2025 and December 31, 2024, respectively.

Other Guarantees

Huntington provides guarantees to certain third-party investors in connection with the sale of syndicated affordable housing tax credits. These guarantees are generally in the form of make-whole provisions that are triggered if the underlying performance of LIHTC properties result in a shortfall to the third-party investors and remain in effect until the final associated tax credits are realized. The maximum amount guaranteed by the Company under these arrangements total approximately $366 million and $201 million as of December 31, 2025 and December 31, 2024, respectively, and represents the guaranteed portion in these transactions where the make-whole provisions have not yet expired. As of December 31, 2025, the Company did not expect to be subject to any make-whole provisions under these guarantees.

Litigation and Regulatory Matters

In the ordinary course of business, Huntington is, or may be a defendant in, or party to, pending and threatened legal and regulatory actions and proceedings.

In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, Huntington generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each matter may be.

Huntington establishes an accrued liability when those matters present loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Huntington thereafter continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established.

For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss is $0 to $20 million at December 31, 2025 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. The estimated range of possible loss does not represent Huntington’s maximum loss exposure.

2025 Form 10-K 169

Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the consolidated financial position of Huntington. Further, management believes that amounts accrued are adequate to address Huntington’s contingent liabilities. However, in light of the inherent uncertainties involved in these matters, some of which are beyond Huntington’s control, and the large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to Huntington’s results of operations for any particular reporting period.

23. OTHER REGULATORY MATTERS

Huntington and the Bank are subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank. These rules implement the Basel III international regulatory capital standards in the U.S., as well as certain provisions of the Dodd-Frank Act. These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Under the U.S. Basel III capital rules, Huntington’s and the Bank’s assets, exposures, and certain off-balance sheet items are subject to risk weights used to determine the institutions’ risk-weighted assets.

Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on Huntington’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.

In addition to meeting the minimum capital requirements under the U.S. Basel III capital rules, Huntington and the Bank must also maintain the applicable capital buffer requirements, SCB or CCB, to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.

As of December 31, 2025, Huntington’s and the Bank’s regulatory capital ratios were above the well-capitalized standards and met the applicable capital buffer requirements. Please refer to the table below for a summary of Huntington’s and the Bank’s regulatory capital ratios.

						Minimum						Minimum Ratio +
						Regulatory						Capital Buffer (1)												Well-						At December 31,
						Capital						At December 31,												Capitalized						2025												2024
(dollar amounts in millions)						Ratios						2025						2024						Minimums						Ratio						Amount						Ratio						Amount
CET1 risk-based capital			Consolidated			4.5		%				7.0		%				7.0		%				N/A						10.4		%				$	17,286					10.5		%				$	15,127
			Bank			4.5						7.0						7.0						6.5		%				11.7						19,426						11.6						16,540
Tier 1 risk-based capital			Consolidated			6.0						8.5						8.5						6.0						12.0						20,027						11.9						17,126
			Bank			6.0						8.5						8.5						8.0						12.4						20,626						12.4						17,746
Total risk-based capital			Consolidated			8.0						10.5						10.5						10.0						14.2						23,593						14.3						20,565
			Bank			8.0						10.5						10.5						10.0						14.0						23,165						14.1						20,240
Tier 1 leverage			Consolidated			4.0						N/A						N/A						N/A						9.3						20,027						8.6						17,126
			Bank			4.0						N/A						N/A						5.0						9.6						20,626						8.9						17,746

(1) The SCB, applicable to Huntington, was 2.5% at both December 31, 2025 and December 31, 2024. The CCB, applicable to the Bank, was 2.5% at both December 31, 2025 and December 31, 2024.

Under current Federal Reserve regulations, the Bank is limited as to the amount and type of loans it may make to the parent company and nonbank subsidiaries. At December 31, 2025, the Bank could lend $2.3 billion to a single affiliate, subject to the qualifying collateral requirements defined in the regulations.

Dividends from the Bank are one of the major sources of funds for the Company. These funds aid the Company in the payment of dividends to shareholders, expenses, and other obligations. Payment of dividends and/or return of capital to the parent company is subject to various legal and regulatory limitations. Also, there are statutory and regulatory limitations on the ability of national banks to pay dividends or make other capital distributions.

170 Huntington Bancshares Incorporated

24. PARENT-ONLY FINANCIAL STATEMENTS

The parent-only financial statements, which include transactions with subsidiaries, are as follows.

Balance Sheets			At December 31,
(dollar amounts in millions)			2025						2024
Assets
Cash and due from banks			$	3,588					$	4,103
Due from The Huntington National Bank			3,116						2,817
Due from non-bank subsidiaries			18						18
Investment in The Huntington National Bank			24,712						20,127
Investment in non-bank subsidiaries			357						331
Accrued interest receivable and other assets			991						811
Total assets			$	32,782					$	28,207
Liabilities and shareholders’ equity
Long-term borrowings			$	7,024					$	7,177
Dividends payable, accrued expenses, and other liabilities			1,416						1,290
Total liabilities			8,440						8,467
Shareholders’ equity (1)			24,342						19,740
Total liabilities and shareholders’ equity			$	32,782					$	28,207

(1)See Consolidated Statements of Changes in Shareholders’ Equity.

Statements of Income			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Income
Dividends from:
The Huntington National Bank			$	795					$	2,041					$	1,706
Non-bank subsidiaries			55						15						27
Interest from:
The Huntington National Bank			164						204						77
Non-bank subsidiaries			1						2						2
Other			—						3						(1)
Total income			1,015						2,265						1,811
Expense
Personnel costs			10						7						5
Interest on borrowings			404						365						252
Other			256						176						191
Total expense			670						548						448
Income before income taxes and equity in undistributed net income of subsidiaries			345						1,717						1,363
Provision (benefit) for income taxes			(111)						(73)						(75)
Income before equity in undistributed net income of subsidiaries			456						1,790						1,438
Increase in undistributed net income of:
The Huntington National Bank			1,729						78						486
Non-bank subsidiaries			26						72						27
Net income			2,211						1,940						1,951
Other comprehensive income (loss) (1)			958						(190)						422
Comprehensive income			$	3,169					$	1,750					$	2,373

(1)See Consolidated Statements of Comprehensive Income for other comprehensive (loss) income detail.

2025 Form 10-K 171

Statements of Cash Flows			Year Ended December 31,
(dollar amounts in millions)			2025						2024						2023
Operating activities
Net income			$	2,211					$	1,940					$	1,951
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries			(1,755)						(150)						(513)
Depreciation and amortization			9						7						—
Other, net			278						(121)						192
Net cash provided by operating activities			743						1,676						1,630
Investing activities
Investment in subsidiaries			—						(1,750)						—
Repayments from subsidiaries			—						1,107						503
Advances to subsidiaries			(450)						(1,700)						(1,753)
Net cash received from business combinations			13						—						—
Other, net			(27)						(21)						(10)
Net cash used in investing activities			(464)						(2,364)						(1,260)
Financing activities
Net proceeds from issuance of long-term debt			—						2,995						1,250
Repayment of long-term debt			(489)						(734)						(323)
Dividends paid on common and preferred stock			(1,016)						(1,047)						(1,034)
Net proceeds from issuance of preferred stock			741						—						317
Redemption/repurchase of preferred stock			—						(410)						(82)
Other, net			(30)						(14)						(22)
Net cash provided by (used in) financing activities			(794)						790						106
Increase (decrease) in cash and cash equivalents			(515)						102						476
Cash and cash equivalents at beginning of year			4,103						4,001						3,525
Cash and cash equivalents at end of year			$	3,588					$	4,103					$	4,001
Supplemental disclosure:
Interest paid			$	384					$	332					$	228
Non-cash activity:
Fair value of long-term debt assumed in business combination			159						—						—

25. SEGMENT REPORTING

Huntington’s business segments are based on our internally aligned segment leadership structure, which is how management monitors results and assesses performance. Huntington reports on two business segments: Consumer & Regional Banking and Commercial Banking.

Huntington’s CEO is the CODM for each of our business segments. The CODM primarily utilizes net interest income and net income attributable to Huntington to assess segment performance and to allocate resources to meet our business objectives. The CODM considers budget-to-actual variances for these profit measures when making decisions about allocating resources, comparing performance among the segments, and determining compensation of certain colleagues.

172 Huntington Bancshares Incorporated

The following is a description of our business segments:

Consumer & Regional Banking - Consumer & Regional Banking delivers a comprehensive suite of consumer and business financial solutions through a customer-first, digitally enabled model. The segment encompasses Consumer Lending, Regional Banking, Branch Banking, and Wealth Management, offering products such as deposits, lending, payments, mortgage banking, dealer financing, investment management, personal trust and estate services, brokerage, insurance, and related financial solutions. We serve customers through our integrated network of regional banking and national specialty finance channels, including branches and ATMs, award-winning mobile and online platforms, interactive video teller technology, customer care centers, and strategic partnerships. Our approach combines local market expertise with national scale, enabling personalized experiences and convenient access to banking services.

Commercial Banking - The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which include a comprehensive set of product offerings. Our target clients span from mid-market to large corporates across a national footprint. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payment capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay. This segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.

All other items not included within our two business segments are reported within the Treasury / Other function, which primarily includes technology and operations, other unallocated assets, liabilities, revenues, and expenses.

Business segment results are determined based upon Huntington’s management practices, which assigns balance sheet and income statement items to each of the business segments. The process is designed around the organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

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

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

The management policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data.

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

2025 Form 10-K 173

The following tables present certain operating basis financial information for each reportable business segment reconciled to Huntington’s consolidated financial results.

Income Statements (dollar amounts in millions)			Consumer & Regional Banking						Commercial Banking																		Treasury / Other						Huntington Consolidated
Year Ended December 31, 2025
Net interest income (loss)			$	4,127					$	2,150																	$	(286)					$	5,991
Provision for credit losses			309						154																		—						463
Net interest income (loss) after provision for credit losses			3,818						1,996																		(286)						5,528
Noninterest income (loss)			1,424						761																		(10)						2,175
Noninterest expense:
Direct personnel costs			1,229						617																		1,149						2,995
Other noninterest expense, including corporate allocations			2,163						693																		(836)						2,020
Total noninterest expense			3,392						1,310																		313						5,015
Income (loss) before income taxes			1,850						1,447																		(609)						2,688
Provision (benefit) for income taxes			388						304																		(233)						459
Income attributable to non-controlling interest			—						18																		—						18
Net income (loss) attributable to Huntington			$	1,462					$	1,125																	$	(376)					$	2,211
Year Ended December 31, 2024
Net interest income (loss)			$	4,070					$	2,123																	$	(848)					$	5,345
Provision for credit losses			284						136																		—						420
Net interest income (loss) after provision for credit losses			3,786						1,987																		(848)						4,925
Noninterest income			1,301						716																		23						2,040
Noninterest expense:
Direct personnel costs			1,135						607																		959						2,701
Other noninterest expense, including corporate allocations			2,038						611																		(788)						1,861
Total noninterest expense			3,173						1,218																		171						4,562
Income (loss) before income taxes			1,914						1,485																		(996)						2,403
Provision (benefit) for income taxes			402						312																		(271)						443
Income attributable to non-controlling interest			—						20																		—						20
Net income (loss) attributable to Huntington			$	1,512					$	1,153																	$	(725)					$	1,940
Year Ended December 31, 2023
Net interest income (loss)			$	3,717					$	2,162																	$	(440)					$	5,439
Provision for credit losses			246						156																		—						402
Net interest income (loss) after provision for credit losses			3,471						2,006																		(440)						5,037
Noninterest income			1,257						646																		18						1,921
Noninterest expense:
Direct personnel costs			1,138						502																		889						2,529
Other noninterest expense, including corporate allocations			1,926						632																		(513)						2,045
Total noninterest expense			3,064						1,134																		376						4,574
Income (loss) before income taxes			1,664						1,518																		(798)						2,384
Provision (benefit) for income taxes			349						319																		(255)						413
Income attributable to non-controlling interest			—						20																		—						20
Net income (loss) attributable to Huntington			$	1,315					$	1,179																	$	(543)					$	1,951

			Assets at December 31,												Deposits at December 31,
(dollar amounts in millions)			2025						2024						2025						2024
Consumer & Regional Banking			$	87,307					$	78,841					$	117,188					$	111,390
Commercial Banking			79,798						66,919						50,657						43,366
Treasury / Other			58,001						58,470						8,765						7,692
Total			$	225,106					$	204,230					$	176,610					$	162,448

174 Huntington Bancshares Incorporated