Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Huntington_Exception_Logo_Horizontal_RGB_Dark (002).jpg

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

Maryland1-3407331-0724920
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

Registrant’s address: 41 South High Street, Columbus, Ohio 43287

Registrant’s telephone number, including area code: (614) 480-2265

Securities registered pursuant to Section 12(b) of the Act

Title of classTrading Symbol(s)Name of exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)HBANPNASDAQ
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)HBANMNASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)HBANLNASDAQ
Common Stock—Par Value $0.01 per ShareHBANNASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated FilerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes x No

There were 1,458,800,042 shares of the registrant’s common stock ($0.01 par value) outstanding on June 30, 2025.

HUNTINGTON BANCSHARES INCORPORATED

INDEX

Glossary of Acronyms and Terms3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)40
Consolidated Balance Sheets at June 30, 2025 and December 31, 202440
Consolidated Statements of Income for the three and six months ended June 30, 2025 and 202441
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 202442
Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2025 and 202443
Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 202445
Notes to Unaudited Consolidated Financial Statements47
Note 1 - Basis of Presentation47
Note 2 - Accounting Standards Update47
Note 3 - Pending Acquisition48
Note 4 - Investment Securities and Other Securities49
Note 5 - Loans and Leases53
Note 6 - Allowance for Credit Losses61
Note 7 - Mortgage Loan Sales and Servicing Rights62
Note 8 - Borrowings63
Note 9 - Other Comprehensive Income64
Note 10 - Shareholders’ Equity66
Note 11 - Earnings Per Share67
Note 12 - Revenue from Contracts with Customers68
Note 13 - Fair Value of Assets and Liabilities69
Note 14 - Derivative Financial Instruments77
Note 15 - Variable Interest Entities82
Note 16 - Commitments and Contingent Liabilities84
Note 17 - Segment Reporting86
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations5
Introduction5
Executive Overview5
Discussion of Results of Operations8
Risk Management:15
Credit Risk15
Market Risk22
Liquidity Risk25
Operational Risk29
Compliance Risk30
Capital30
Business Segment Discussion31
Additional Disclosures35
Item 3. Quantitative and Qualitative Disclosures about Market Risk88
Item 4. Controls and Procedures88
PART II. OTHER INFORMATION
Item 1. Legal Proceedings88
Item 1A. Risk Factors88
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds89
Item 5. Other Information89
Item 6. Exhibits90
Signatures91

2 Huntington Bancshares Incorporated

Table of Contents

Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:

ACLAllowance for Credit Losses
AFSAvailable-for-Sale
ALCOAsset-Liability Management Committee
ALLLAllowance for Loan and Lease Losses
AOCIAccumulated Other Comprehensive Income (Loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
AULCAllowance for Unfunded Lending Commitments
Basel IIIRefers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013
BHCBank Holding Company
BoardBoard of Directors
C&ICommercial and Industrial
CDSCredit Default Swap
CECLCurrent Expected Credit Losses
CET1Common Equity Tier 1
CFPBBureau of Consumer Financial Protection
CFRCode of Federal Regulations
CLNCredit Linked Note
CMEChicago Mercantile Exchange
CMOCollateralized Mortgage Obligations
CODMChief Operating Decision Maker
CRACommunity Reinvestment Act
CRECommercial Real Estate
DIFDeposit Insurance Fund
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
EOPEnd of Period
EVEEconomic Value of Equity
FDICFederal Deposit Insurance Corporation
Federal ReserveBoard of Governors of the Federal Reserve System
FFIECFederal Financial Institutions Examination Council
FHLBFederal Home Loan Bank
FRBFederal Reserve Bank
FTEFully-Taxable Equivalent
FTPFunds Transfer Pricing
FVOFair Value Option
GAAPGenerally Accepted Accounting Principles in the United States of America
GDPGross Domestic Product
HPIHouse Price Index
HTMHeld-to-Maturity
IRSInternal Revenue Service
LFILarge Financial Institution
LIHTCLow Income Housing Tax Credit
MBSMortgage-Backed Securities
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations

2025 2Q Form 10-Q 3

Table of Contents

MSRMortgage Servicing Right
NAICSNorth American Industry Classification System
NALsNonaccrual Loans
NCONet Charge-off
NIINet Interest Income
NIMNet Interest Margin
NMNot Meaningful
NPAsNonperforming Assets
OBBBAOne Big Beautiful Bill Act
OCCOffice of the Comptroller of the Currency
OCIOther Comprehensive Income (Loss)
OLEMOther Loans Especially Mentioned
REITReal Estate Investment Trust
ROCRisk Oversight Committee
RVRecreational Vehicle
SBASmall Business Administration
SCBStress Capital Buffer
SECSecurities and Exchange Commission
SOFRSecured Overnight Financing Rate
SPESpecial Purpose Entity
TBATo Be Announced
U.S.United States of America
U.S. TreasuryU.S. Department of the Treasury
VeritexVeritex Holdings, Inc.
VIEVariable Interest Entity
XBRLeXtensible Business Reporting Language
YTDYear-to-Date

4 Huntington Bancshares Incorporated

Table of Contents

PART I. FINANCIAL INFORMATION

When we refer to “we,” “our,” “us,” “Huntington,” and “the Company” in this report, we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the “Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations