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

INTRODUCTION

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we are committed to making people’s lives better, helping businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking and financial services. These include, but are not limited to, payments, mortgage banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. As of June 30, 2025, our 971 full-service branches and private client group offices are located in Ohio, Colorado, Florida, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, South Carolina, West Virginia, and Wisconsin. We also maintain a local banking presence in Texas and conduct select financial services and other activities in other states.

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. This MD&A provides only material updates to the MD&A included in our 2024 Annual Report on Form 10-K, and therefore, should be read in conjunction with that report. This MD&A should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited Consolidated Financial Statements, and other information contained in this report.

EXECUTIVE OVERVIEW

Pending Acquisition

On July 14, 2025, Huntington announced entry into a definitive merger agreement with Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, whereby Veritex will merge with and into Huntington, with Huntington as the surviving entity. Under the terms of the agreement, Huntington will issue 1.95 shares for each outstanding share of Veritex in a 100% stock transaction. Based on Huntington’s closing price of $17.39 as of July 11, 2025, the consideration is valued at approximately $1.9 billion. As of June 30, 2025, Veritex had $12.5 billion in assets, including $9.5 billion in loans, and $10.4 billion in deposits. The merger is expected to close in the fourth quarter of 2025, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and the approval of the definitive merger agreement by the Veritex stockholders.

Reporting Update

During the fourth quarter of 2024, we updated the presentation of our reported deposit categories to align more closely with how we strategically manage our business. As a result, we now report our deposit composition in the following categories: (1) demand deposits - noninterest bearing, (2) demand deposits - interest bearing, (3) money market, (4) savings, and (5) time deposits. Prior period results have been adjusted to conform to the current presentation.

2025 2Q Form 10-Q 5

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Financial Performance Review

Selected Financial Data

Table 1 - Selected Quarterly and Year-to-Date Income Statement Data
			Three Months Ended																								Six Months Ended
(amounts in millions, except per share data)			June 30, 2025						June 30, 2024						Change												June 30, 2025						June 30, 2024						Change
						Amount						Percent												Amount						Percent
Interest income			$	2,556					$	2,476					$	80					3		%				$	5,045					$	4,856					$	189					4		%
Interest expense			1,089						1,164						(75)						(6)						2,152						2,257						(105)						(5)
Net interest income			1,467						1,312						155						12						2,893						2,599						294						11
Provision for credit losses			103						100						3						3						218						207						11						5
Net interest income after provision for credit losses			1,364						1,212						152						13						2,675						2,392						283						12
Noninterest income			471						491						(20)						(4)						965						958						7						1
Noninterest expense			1,197						1,117						80						7						2,349						2,254						95						4
Income before income taxes			638						586						52						9						1,291						1,096						195						18
Provision for income taxes			96						106						(10)						(9)						218						192						26						14
Income after income taxes			542						480						62						13						1,073						904						169						19
Income attributable to non-controlling interest			6						6						—						—						10						11						(1)						(9)
Net income attributable to Huntington			536						474						62						13						1,063						893						170						19
Dividends on preferred shares			27						35						(8)						(23)						54						71						(17)						(24)
Net income applicable to common shares			$	509					$	439					$	70					16		%				$	1,009					$	822					$	187					23		%
Average common shares—basic			1,457						1,451						6						—		%				1,456						1,450						6						—		%
Average common shares—diluted			1,481						1,474						7						—						1,482						1,474						8						1
Net income per common share—basic			$	0.35					$	0.30					$	0.05					17						$	0.69					$	0.57					$	0.12					21
Net income per common share—diluted			0.34						0.30						0.04						13						0.68						0.56						0.12						21
Cash dividends declared per common share			0.155						0.155						—						—						0.31						0.31						—						—
Return on average total assets			1.04		%				0.98		%																1.04		%				0.93		%
Return on average common shareholders’ equity			11.0						10.4																		11.1						9.8
Return on average tangible common shareholders’ equity (1)			16.1						16.1																		16.4						15.1
Net interest margin (2)			3.11						2.99																		3.11						3.00
Efficiency ratio (3)			59.0						60.8																		58.9						62.2
Revenue and Net Interest Income—FTE (non-GAAP)
Net interest income			$	1,467					$	1,312					$	155					12		%				$	2,893					$	2,599					$	294					11		%
FTE adjustment (2)			16						13						3						23						31						26						5						19
Net interest income, FTE (non-GAAP) (2)			1,483						1,325						158						12						2,924						2,625						299						11
Noninterest income			471						491						(20)						(4)						965						958						7						1
Total revenue, FTE (non-GAAP) (2)			$	1,954					$	1,816					$	138					8		%				$	3,889					$	3,583					$	306					9		%

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

(2)On an FTE basis assuming a 21% tax rate.

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

6 Huntington Bancshares Incorporated

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Summary of 2025 Second Quarter Results Compared to 2024 Second Quarter

For the second quarter of 2025, we reported net income of $536 million, or $0.34 per diluted common share, compared with $474 million, or $0.30 per diluted common share, in the year-ago quarter. The second quarter of 2025 reported net income was impacted by an approximately $900 million investment securities repositioning, which decreased pre-tax net income by $58 million, or $46 million after tax.

Net interest income was $1.5 billion for the second quarter of 2025, an increase of $155 million, or 12%, from the year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $158 million, or 12%, from the year-ago quarter. The increase in FTE net interest income primarily reflected a $13.0 billion, or 7%, increase in average earning assets and a 12 basis point increase in the FTE NIM to 3.11%, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The NIM increase was primarily due to net hedging activity and a decrease in cost of funding, partially offset by a decrease in yields on earning assets.

The provision for credit losses increased $3 million, or 3%, from the year-ago quarter to $103 million in the second quarter of 2025. The ACL increased $92 million from the year-ago quarter to $2.5 billion, or 1.86% of total loans and leases, in the second quarter of 2025, compared to $2.4 billion, or 1.95% of total loans and leases, for the year-ago quarter.

Noninterest income was $471 million, a decrease of $20 million, or 4%, from the year-ago quarter, primarily due to the $58 million loss on sale of investment securities and a decrease in leasing revenue, partially offset by increases in wealth and asset management revenue, customer deposit and loan fees, payments and cash management revenue, and capital markets and advisory fees. Noninterest expense was $1.2 billion, an increase of $80 million, or 7%, from the year-ago quarter, primarily due to higher personnel costs and outside data processing and other services.

Consolidated Balance Sheet and Capital Ratios as of June 30, 2025 Compared to Prior Year End

Total assets at June 30, 2025 were $207.7 billion, an increase of $3.5 billion, or 2%, compared to December 31, 2024. The increase in total assets was primarily driven by increases in loans and leases of $4.9 billion, or 4%, and investment securities of $1.1 billion, or 2%, partially offset by a decrease in interest-earning deposits with banks of $2.5 billion, or 21%. Total liabilities at June 30, 2025 were $186.8 billion, an increase of $2.3 billion, or 1%, compared to December 31, 2024. The increase in total liabilities was primarily driven by increases in long-term debt of $1.1 billion, or 7%, and total deposits of $932 million, or 1%.

The tangible common equity to tangible assets ratio increased to 6.6% at June 30, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from current period earnings, net of dividends, and an improvement in AOCI. The CET1 risk-based capital ratio was 10.5% at both June 30, 2025 and December 31, 2024, as current period earnings, net of dividends, were offset by an increase in risk-weighted assets.

General

Our general business objectives are to:

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

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

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

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

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

• Anticipate evolving customer needs to drive profitable growth;

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

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

2025 2Q Form 10-Q 7

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Our quarterly results reflect the continued execution of our growth strategy and leveraging the strength of our balance sheet, highlighted by growth in loans and average deposits, continued expansion of our net interest income, and strong performance in fee revenue. Our credit continues to perform well, driven by our ongoing disciplined approach to managing credit quality consistent with our aggregate moderate-to-low risk appetite. We remain focused on delivering profitable growth and driving value for our shareholders and believe Huntington is well positioned to manage through the evolving economic outlook.

Economy

The market continues to be challenging, however, some clarity is starting to emerge. Tariff impacts remain fluid with the most recent deadline to negotiate trade agreements being extended until August 1, 2025. While the OBBBA was passed by Congress and signed into law, there remains uncertainty of the impact. Among other things, the OBBBA increases the debt ceiling, which relieves some short-term market pressure. The Federal Reserve has now held rates steady for the first half of 2025 as inflation remains above its 2% target. On the employment side, the labor market has held up well, with unemployment at 4.1%. Federal Reserve officials continue to reiterate that they can be patient at current inflation and unemployment levels to see how policy changes impact economic data, however, certain Federal Reserve officials have recently discussed restarting rate cuts.

Economic data remains mixed. The services sector, while continuing to expand, is starting to slow down. The manufacturing sector appears to be stabilizing after a couple of years of contraction. U.S. consumer spending is slowing but has held up better than expected. It remains uncertain where tariff levels will end up and how that will impact the economy in terms of inflation, corporate profits, and consumer spending. Geopolitical risks also increased in the second quarter of 2025 and have the potential to cause economic shocks.

Other Recent Developments

The One Big Beautiful Bill Act

On July 4, 2025, President Trump signed the OBBBA into law. The OBBBA delivers a sweeping legislative package aimed at fulfilling key economic and policy priorities of the Trump administration. While several key provisions will impact Huntington, we are still evaluating the provisions of the OBBBA but do not expect the impacts to be material.

Consumer Financial Protection Bureau - Overdraft Fee Rule and Guidance

In May 2025, President Trump signed a Congressional Review Act resolution that overturns the CFPB’s December 2024 final rule that would have taken effect October 1, 2025 and imposed certain requirements on overdraft fees, similar to those that apply to credit cards, unless the financial institution limited the amount of overdraft fees to the higher of the amount of costs and losses to provide overdraft services or $5.00.

In May 2025, the CFPB announced that it rescinded 67 guidance documents, including interpretive rules, policy statements, and advisory opinions spanning over a decade. As a result, financial institutions may need to reassess compliance programs that were built around guidance that has now been withdrawn.

Community Reinvestment Act

In July 2025, the federal banking agencies issued a notice of proposed rulemaking which, if finalized, would rescind the CRA final rule issued in October 2023 and reinstate the CRA framework that existed prior to the issuance of that rule. Implementation of the October 2023 final rule, which was subject to an injunction and has not taken effect, would have materially changed the CRA framework, including imposing additional costs and changing how CRA performance would be assessed.

DISCUSSION OF RESULTS OF OPERATIONS

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

8 Huntington Bancshares Incorporated

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Quarterly Average Balance Sheet / Net Interest Income

The following table details the change in our quarterly average balance sheet and the net interest margin.

Table 2 - Consolidated Quarterly Average Balance Sheet and Net Interest Margin Analysis
			Three Months Ended June 30, 2025																		Three Months Ended June 30, 2024
			Average						Interest Income/Expense						Yield/						Average						Interest Income/Expense						Yield/						Change in Average Balances
(dollar amounts in millions)			Balances						(FTE) (1)						Rate (2)						Balances						(FTE) (1)						Rate (2)						Amount						Percent
Assets:
Interest-earning deposits with banks			$	12,264					$	139					4.52		%				$	11,116					$	154					5.55		%				$	1,148					10		%
Securities:
Trading account securities			634						6						3.72						143						2						5.10						491						NM
Available-for-sale securities:
Taxable			24,015						278						4.62						24,184						322						5.33						(169)						(1)
Tax-exempt			3,251						41						4.93						2,684						34						5.07						567						21
Total available-for-sale securities			27,266						319						4.66						26,868						356						5.30						398						1
Held-to-maturity securities—taxable			16,130						107						2.66						15,211						93						2.44						919						6
Other securities			881						12						5.85						776						10						5.21						105						14
Total securities			44,911						444						3.95						42,998						461						4.29						1,913						4
Loans held for sale			746						12						6.43						572						10						6.81						174						30
Loans and leases: (3)
Commercial:
Commercial and industrial			59,393						914						6.09						51,724						829						6.33						7,669						15
Commercial real estate			10,785						183						6.71						12,163						233						7.60						(1,378)						(11)
Lease financing			5,458						92						6.66						5,071						82						6.41						387						8
Total commercial			75,636						1,189						6.22						68,958						1,144						6.56						6,678						10
Consumer:
Residential mortgage			24,423						253						4.15						23,909						232						3.89						514						2
Automobile			15,132						219						5.82						12,989						172						5.34						2,143						16
Home equity			10,196						186						7.32						10,056						196						7.86						140						1
RV and marine			5,921						79						5.31						5,966						76						5.11						(45)						(1)
Other consumer			1,863						51						10.88						1,498						44						11.75						365						24
Total consumer			57,535						788						5.49						54,418						720						5.32						3,117						6
Total loans and leases			133,171						1,977						5.91						123,376						1,864						6.01						9,795						8
Total earning assets			191,092						2,572						5.40						178,062						2,489						5.62						13,030						7
Cash and due from banks			1,407																		1,340																		67						5
Goodwill and other intangible assets			5,640																		5,685																		(45)						(1)
All other assets			9,713																		9,471																		242						3
Total assets			$	207,852																	$	194,558																	$	13,294					7		%
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Demand deposits—interest-bearing			$	44,677					$	223					2.00		%				$	39,431					$	210					2.13		%				$	5,246					13		%
Money market deposits			61,090						464						3.05						53,553						513						3.85						7,537						14
Savings deposits			15,127						11						0.28						15,408						3						0.09						(281)						(2)
Time deposits			13,290						124						3.74						15,556						181						4.70						(2,266)						(15)
Total interest-bearing deposits			134,184						822						2.46						123,948						907						2.94						10,236						8
Short-term borrowings			1,261						13						4.37						1,214						19						6.31						47						4
Long-term debt			17,776						254						5.69						15,146						238						6.28						2,630						17
Total interest-bearing liabilities			153,221						1,089						2.85						140,308						1,164						3.34						12,913						9
Demand deposits—noninterest-bearing			29,245																		29,630																		(385)						(1)
All other liabilities			4,788																		5,314																		(526)						(10)
Total liabilities			187,254																		175,252																		12,002						7
Total Huntington shareholders’ equity			20,548																		19,254																		1,294						7
Non-controlling interest			50																		52																		(2)						(4)
Total equity			20,598																		19,306																		1,292						7
Total liabilities and equity			$	207,852																	$	194,558																	$	13,294					7		%
Net interest rate spread															2.55																		2.28
Impact of noninterest-bearing funds on NIM															0.56																		0.71
NII/NIM (FTE)									$	1,483					3.11		%										$	1,325					2.99		%

(1)FTE yields are calculated assuming a 21% tax rate.

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

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

2025 2Q Form 10-Q 9

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Quarterly Net Interest Income

Net interest income for the second quarter of 2025 increased $155 million, or 12%, from the second quarter of 2024. FTE net interest income, a non-GAAP financial measure, for the second quarter of 2025 increased $158 million, or 12%, from the second quarter of 2024. The increase in FTE net interest income primarily reflects a $13.0 billion, or 7%, increase in average earning assets and a 12 basis point increase in the FTE NIM to 3.11%, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The higher NIM was driven by net hedging activity and a lower cost of funds, partially offset by a decrease in yields on earning assets.

Quarterly Average Balance Sheet

Average assets for the second quarter of 2025 were $207.9 billion, an increase of $13.3 billion, or 7%, from the second quarter of 2024, primarily due to increases in average loans and leases of $9.8 billion, or 8%, average total securities of $1.9 billion, or 4%, and average interest-earning deposits with banks of $1.1 billion, or 10%. The increase in average loans and leases was driven by growth in average commercial loans and leases of $6.7 billion, or 10%, and average consumer loans of $3.1 billion, or 6%.

Average liabilities for the second quarter of 2025 increased $12.0 billion, or 7%, from the second quarter of 2024, primarily due to increases in average deposits of $9.9 billion, or 6%, and in average total borrowings of $2.7 billion, or 16%. Average deposits increased due to an increase in average interest-bearing deposits of $10.2 billion, or 8%, partially offset by a decrease in noninterest-bearing deposits of $385 million, or 1%. The increase in average interest-bearing deposits was primarily due to increases in average money market and interest-bearing demand deposits, partially offset by a decrease in average time deposits. The increase in average total borrowings was driven by holding company and bank debt issuances and CLN transactions over the last year.

Average shareholders’ equity for the second quarter of 2025 increased $1.3 billion, or 7%, from the second quarter of 2024, primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss driven by changes in the interest rate environment, partially offset by the fourth quarter 2024 redemption of series E preferred stock.

10 Huntington Bancshares Incorporated

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Year-to-Date Average Balance Sheet / Net Interest Income

The following table details the change in our year-to-date average balance sheet and the net interest margin.

Table 3 - Consolidated YTD Average Balance Sheets and Net Interest Margin Analysis
			Six Months Ended June 30, 2025																		Six Months Ended June 30, 2024
			Average						Interest Income/Expense						Yield/						Average						Interest Income/Expense						Yield/						Change in Average Balances
(dollar amounts in millions)			Balances						(FTE) (1)						Rate (2)						Balances						(FTE) (1)						Rate (2)						Amount						Percent
Assets:
Interest-earning deposits with banks			$	11,950					$	268					4.49		%				$	10,439					$	288					5.53		%				$	1,511					14		%
Securities:
Trading account securities			561						10						3.70						138						4						5.12						423						NM
Available-for-sale securities:
Taxable			24,130						565						4.68						23,349						618						5.29						781						3
Tax-exempt			3,252						83						5.08						2,680						68						5.06						572						21
Total available-for-sale securities			27,382						648						4.73						26,029						686						5.27						1,353						5
Held-to-maturity securities—taxable			16,243						215						2.65						15,389						188						2.44						854						6
Other securities			879						24						5.57						750						19						5.22						129						17
Total securities			45,065						897						3.98						42,306						897						4.24						2,759						7
Loans held for sale			665						21						6.45						515						17						6.68						150						29
Loans and leases: (3)
Commercial:
Commercial and industrial			58,478						1,787						6.08						51,175						1,630						6.29						7,303						14
Commercial real estate			10,902						368						6.71						12,363						473						7.58						(1,461)						(12)
Lease financing			5,467						181						6.57						5,076						161						6.27						391						8
Total commercial			74,847						2,336						6.21						68,614						2,264						6.52						6,233						9
Consumer:
Residential mortgage			24,362						503						4.13						23,809						459						3.86						553						2
Automobile			14,900						426						5.77						12,771						330						5.20						2,129						17
Home equity			10,160						369						7.33						10,064						391						7.81						96						1
RV and marine			5,936						157						5.32						5,929						150						5.08						7						—
Other consumer			1,818						99						10.94						1,466						86						11.83						352						24
Total consumer			57,176						1,554						5.47						54,039						1,416						5.26						3,137						6
Total loans and leases			132,023						3,890						5.89						122,653						3,680						5.97						9,370						8
Total earning assets			189,703						5,076						5.40						175,913						4,882						5.58						13,790						8
Cash and due from banks			1,406																		1,416																		(10)						(1)
Goodwill and other intangible assets			5,646																		5,691																		(45)						(1)
All other assets			9,722																		9,412																		310						3
Total assets			$	206,477																	$	192,432																	$	14,045					7		%
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Demand deposits—interest-bearing			$	44,132					$	428					1.96		%				$	38,960					$	410					2.11		%				$	5,172					13		%
Money market deposits			60,654						922						3.06						52,431						994						3.81						8,223						16
Savings deposits			14,998						18						0.24						15,517						5						0.06						(519)						(3)
Time deposits			13,639						264						3.90						15,475						355						4.62						(1,836)						(12)
Total interest-bearing deposits			133,423						1,632						2.47						122,383						1,764						2.90						11,040						9
Short-term borrowings			1,350						27						4.10						1,257						38						6.12						93						7
Long-term debt			17,341						493						5.68						14,461						455						6.29						2,880						20
Total interest-bearing liabilities			152,114						2,152						2.85						138,101						2,257						3.29						14,013						10
Demand deposits—noninterest-bearing			29,096																		29,770																		(674)						(2)
All other liabilities			4,944																		5,277																		(333)						(6)
Total liabilities			186,154																		173,148																		13,006						8
Total Huntington shareholders’ equity			20,274																		19,234																		1,040						5
Non-controlling interest			49																		50																		(1)						(2)
Total equity			20,323																		19,284																		1,039						5
Total liabilities and shareholders’ equity			$	206,477																	$	192,432																	$	14,045					7		%
Net interest rate spread															2.55																		2.29
Impact of noninterest-bearing funds on margin															0.56																		0.71
Net interest margin/NII									$	2,924					3.11		%										$	2,625					3.00		%

(1)FTE yields are calculated assuming a 21% tax rate.

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

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

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Year-to-Date Net Interest Income

Net interest income for the first six-month period of 2025 increased $294 million, or 11%, from the year-ago period. FTE net interest income, a non-GAAP financial measure, for the first six-month period of 2025 increased $299 million, or 11%, from the year-ago period. The increase in FTE net interest income reflected an 11 basis point increase in the FTE NIM to 3.11% and a $13.8 billion, or 8%, increase in average total earning assets, partially offset by a $14.0 billion, or 10%, increase in interest-bearing liabilities. The higher NIM was driven by net hedging activity and a lower cost of funds, partially offset by the decrease in yields on earning assets.

Year-to-Date Average Balance Sheet

Average assets for the first six-month period of 2025 were $206.5 billion, an increase of $14.0 billion, or 7%, from the year-ago period, primarily due to increases in average loans and leases of $9.4 billion, or 8%, total securities of $2.8 billion, or 7%, and interest-earning deposits with banks of $1.5 billion, or 14%. The increase in average loans and leases included growth in average commercial loans and leases of $6.2 billion, or 9%, and average consumer loans of $3.1 billion, or 6%.

Average liabilities for the first six-month period of 2025 increased $13.0 billion, or 8%, from the year-ago period, primarily due to increases in average deposits of $10.4 billion, or 7%, and in average total borrowings of $3.0 billion or 19%. Average deposits increased due to an increase in average interest-bearing deposits of $11.0 billion, or 9%, partially offset by a decrease in noninterest-bearing deposits of $674 million, or 2%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and demand deposits, partially offset by decreases in time and savings deposits. The increase in average total borrowings was driven by an increase in long-term FHLB advances, debt issuances, and auto loan securitization and CLN transactions used to support asset growth.

Average shareholders’ equity for the first six-month period of 2025 increased $1.0 billion, or 5%, from the year-ago period primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss, partially offset by the series E preferred stock redemption.

Provision for Credit Losses

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

The provision for credit losses for the second quarter of 2025 was $103 million, an increase of $3 million, or 3%, compared to the second quarter of 2024. On a year-to-date basis, provision for credit losses for the first six-month period of 2025 was $218 million, an increase of $11 million, or 5%, compared to the year-ago period.

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

Table 4 - Provision for Credit Losses
			Three Months Ended												Six Months Ended
(dollar amounts in millions)			June 30, 2025						June 30, 2024						June 30, 2025						June 30, 2024
Provision for loan and lease losses			$	134					$	114					$	239					$	231
Provision (benefit) for unfunded lending commitments			(31)						(16)						(18)						(26)
Provision (benefit) for securities			—						2						(3)						2
Total provision for credit losses			$	103					$	100					$	218					$	207

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Noninterest Income

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

Table 5 - Noninterest Income
			Three Months Ended																		Six Months Ended
			June 30,						June 30,						Change						June 30,						June 30,						Change
(dollar amounts in millions)			2025						2024						Percent						2025						2024						Percent
Payments and cash management revenue			$	165					$	154					7		%				$	320					$	300					7		%
Wealth and asset management revenue			102						90						13						203						178						14
Customer deposit and loan fees			95						83						14						181						160						13
Capital markets and advisory fees			84						73						15						151						129						17
Mortgage banking income			28						30						(7)						59						61						(3)
Leasing revenue			10						19						(47)						24						41						(41)
Insurance income			19						18						6						39						37						5
Net gains (losses) on sales of securities			(58)						—						NM						(58)						—						NM
Other noninterest income			26						24						8						46						52						(12)
Total noninterest income			$	471					$	491					(4)		%				$	965					$	958					1		%

Noninterest income for the second quarter of 2025 was $471 million, a decrease of $20 million, or 4%, from the year-ago quarter. Net gains (losses) on sales of securities for the second quarter of 2025 included $58 million of net loss on the sale of securities as a result of corporate debt securities repositioning. Leasing revenue decreased $9 million, or 47%, primarily due to lower operating lease income and income on terminated leases. Partially offsetting these decreases, wealth and asset management revenue increased $12 million, or 13%, primarily due to increases in trust and investment management income. Customer deposit and loan fees increased $12 million, or 14%, primarily due to higher loan commitment fees. Payments and cash management revenue increased $11 million, or 7%, driven by higher merchant acquiring and cash management revenue. Capital markets and advisory fees increased $11 million, or 15%, primarily due to commercial loan production related activities.

Noninterest income for the first six-month period of 2025 increased $7 million, or 1%, from the year-ago period. Wealth and asset management revenue increased $25 million, or 14%, reflecting higher trust and investment management account income. Capital markets and advisory fees increased $22 million, or 17%, primarily due to commercial loan production related activities. Customer deposit and loan fees increased $21 million, or 13%, primarily reflecting higher loan commitment and deposit fees. Payments and cash management revenue increased $20 million, or 7%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue. Partially offsetting these increases, net gains (losses) on sales of securities included $58 million of net loss on sale of securities as a result of corporate debt securities repositioning, and leasing revenue decreased $17 million, or 41%, driven by lower operating lease income and income on terminated leases.

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Noninterest Expense

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

Table 6 - Noninterest Expense
			Three Months Ended																					Six Months Ended
			June 30,						June 30,						Change									June 30,						June 30,						Change
(dollar amounts in millions)			2025						2024						Percent															2025						2024						Percent
Personnel costs			$	722					$	663					9		%													$	1,393					$	1,302					7		%
Outside data processing and other services			182						165						10															352						331						6
Equipment			68						62						10															135						132						2
Net occupancy			54						51						6															119						108						10
Marketing			28						27						4															57						55						4
Deposit and other insurance expense			20						25						(20)															57						79						(28)
Professional services			22						26						(15)															44						51						(14)
Amortization of intangibles			11						12						(8)															22						24						(8)
Lease financing equipment depreciation			2						4						(50)															6						8						(25)
Other noninterest expense			88						82						7															164						164						—
Total noninterest expense			$	1,197					$	1,117					7		%													$	2,349					$	2,254					4		%
Number of employees (average full-time equivalent)			20,242						19,889						2		%													20,166						19,805						2		%

Noninterest expense for the second quarter of 2025 was $1.2 billion, an increase of $80 million, or 7%, from the year-ago quarter. Personnel costs increased $59 million, or 9%, primarily due to higher incentive compensation and salary expense. Outside data processing and other services increased $17 million, or 10%, primarily due to higher technology and data expense.

Noninterest expense for the first six-month period of 2025 increased $95 million, or 4%, from the year-ago period. Personnel costs increased $91 million, or 7%, primarily due to increases in incentive compensation and salary expense, partially offset by a decline in benefits expense. Outside data processing increased $21 million, or 6%, primarily due to higher technology and data expense. Net occupancy increased $11 million, or 10%, largely due to an increase in building services expense. Partially offsetting these increases, deposit and other insurance expense decreased $22 million, or 28%, primarily due to $38 million of additional expense attributable to the FDIC DIF special assessment recognized in the first six-month period of 2024, partially offset by non-recurring adjustments to FDIC insurance expense recognized in the first six-month period of 2025.

Provision for Income Taxes

The provision for income taxes in the second quarter of 2025 was $96 million, compared to $106 million in the second quarter of 2024. The provision for income taxes for the six-month periods ended June 30, 2025 and June 30, 2024 was $218 million and $192 million, respectively. All periods included the benefits from general business credits, tax-exempt income, tax-exempt bank-owned life insurance income, and investments in qualified affordable housing projects. The effective tax rate for the second quarter of 2025 and second quarter of 2024 was 15.0% and 18.2%, respectively. The effective tax rates for the six-month periods ended June 30, 2025 and June 30, 2024 were 16.8% and 17.5%, respectively. The decrease in the effective tax rate in the second quarter of 2025, compared to the second quarter of 2024, and the six-month period ended June 30, 2025, compared to June 30, 2024, related primarily to the remeasurement of deferred tax assets for changes in certain state tax laws which were enacted in the second quarter of 2025.

The net federal deferred tax asset was $674 million, and the net state deferred tax asset was $106 million at June 30, 2025.

We file income tax returns with the IRS and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2019. The 2020-2023 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 2020.

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RISK MANAGEMENT

Our Risk Governance Framework and Risk Appetite Statement are foundational to our risk management program. The Risk Governance Framework defines the three lines of defense structure, roles, responsibilities, and requirements. The Risk Appetite Statement is approved by our Board and defines the level and types of risks we are willing to assume to achieve our corporate objectives through defined risk limits for the seven key risk categories to which we are exposed: credit, market, liquidity, operational, compliance, strategic, and reputation. More information on our risk management can be found in Item 1A Risk Factors, the Risk Factors section included in Item 1A of our 2024 Annual Report on Form 10-K, and subsequent filings with the SEC. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented in the 2024 Annual Report on Form 10-K.

Credit Risk

Credit risk is the risk of financial loss if a counterparty is not able to meet the agreed upon terms of the financial obligation. The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. A number of other products expose the Company to credit risk, including investment securities and derivatives. The credit exposure of our derivatives is limited to the aggregate sum of net asset values with counterparties in which we are in a net asset position. Potential credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contract provisions.

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

Loan and Lease Credit Exposure Mix

Refer to the “Loan and Lease Credit Exposure Mix” section of our 2024 Annual Report on Form 10-K for a description of each portfolio segment.

At June 30, 2025, our loans and leases totaled $135.0 billion, representing a $4.9 billion, or 4%, increase compared to $130.0 billion at December 31, 2024.

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

Table 7 - Loan and Lease Portfolio Composition
(dollar amounts in millions)			At June 30, 2025												At December 31, 2024
Commercial:
Commercial and industrial			$	60,723					45		%				$	56,809					43		%
Commercial real estate			10,698						8						11,078						9
Lease financing			5,516						4						5,454						4
Total commercial			76,937						57						73,341						56
Consumer:
Residential mortgage			24,527						19						24,242						19
Automobile			15,382						11						14,564						11
Home equity			10,221						8						10,142						8
RV and marine			5,907						4						5,982						5
Other consumer			1,986						1						1,771						1
Total consumer			58,023						43						56,701						44
Total loans and leases			$	134,960					100		%				$	130,042					100		%

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

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

Table 8 - Loan and Lease Portfolio by Industry Type
(dollar amounts in millions)			At June 30, 2025												At December 31, 2024
Commercial loans and leases:
Real estate and rental and leasing (1)			$	15,431					11		%				$	15,242					12		%
Retail trade (2)			11,380						8						11,864						9
Finance and insurance (1)			7,918						6						6,589						5
Manufacturing			7,580						6						7,261						6
Wholesale trade			5,559						4						4,904						4
Health care and social assistance (1)			5,398						4						5,295						4
Accommodation and food services			3,378						3						3,226						2
Transportation and warehousing			3,318						3						3,324						3
Utilities			2,460						2						2,406						2
Other Services			2,241						2						1,962						2
Professional, scientific, and technical services			2,235						2						2,053						2
Construction			2,118						2						1,890						1
Arts, entertainment, and recreation			1,820						1						1,646						1
Information (1)			1,818						1						1,647						1
Admin./support/waste mgmt. and remediation services			1,697						1						1,681						1
Public administration			827						1						705						1
Educational services			610						—						539						—
Agriculture, forestry, fishing, and hunting			444						—						478						—
Mining, quarrying, and oil and gas extraction			243						—						237						—
Management of companies and enterprises			237						—						251						—
Unclassified/other			225						—						141						—
Total commercial loans and leases by industry category			76,937						57						73,341						56
Residential mortgage			24,527						19						24,242						19
Automobile			15,382						11						14,564						11
Home equity			10,221						8						10,142						8
RV and marine			5,907						4						5,982						5
Other consumer loans			1,986						1						1,771						1
Total loans and leases			$	134,960					100		%				$	130,042					100		%

(1) Includes non-real estate secured commercial loans to REITs, which are classified in the C&I loan category.

(2) Amounts include $4.0 billion and $4.2 billion of auto dealer services loans at June 30, 2025 and December 31, 2024, respectively.

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

Table 9 - Commercial Real Estate Portfolio by Property-type
			At June 30, 2025												At December 31, 2024
(dollar amounts in millions)			Amount by Property-Type						% of Total Loans and Leases						Amount by Property-Type						% of Total Loans and Leases
Multi-family			$	3,947					3		%				$	4,426					3		%
Warehouse/Industrial			1,696						1						1,604						2
Retail			1,631						1						1,477						1
Office			1,483						1						1,559						1
Hotel			848						1						817						1
Other			1,093						1						1,195						1
Total commercial real estate loans and leases			$	10,698					8		%				$	11,078					9		%

Table 10 - Commercial Real Estate Portfolio by Geographic Location
			At June 30, 2025												At December 31, 2024
(dollar amounts in millions)			Amount by Location (1)						% of Total CRE Loans and Leases						Amount by Location (1)						% of Total CRE Loans and Leases
Ohio			$	1,974					18		%				$	1,938					17		%
Michigan			1,929						18						2,148						19
Florida			1,009						9						1,064						10
Illinois			715						7						683						6
Pennsylvania			506						5						426						4
Wisconsin			393						4						342						3
California			382						4						387						3
Colorado			370						3						362						3
Texas			363						3						476						4
Georgia			350						3						375						3
Other			2,707						26						2,877						28
Total commercial real estate loans and leases			$	10,698					100		%				$	11,078					100		%

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

Our CRE portfolio totaled $10.7 billion at June 30, 2025, a decrease of $380 million, or 3%, compared to December 31, 2024. The CRE portfolio had an associated allowance coverage of 3.9% and 4.3% at June 30, 2025 and December 31, 2024, respectively.

With declines in demand and property values of office space across the country, the office sector continues to be an area of uncertainty. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.5 billion, or 1% of total loans and leases, as of June 30, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024. We have established ACL reserves of approximately 11% for our CRE office portfolio as of both June 30, 2025 and December 31, 2024. As of June 30, 2025, there was $15 million of outstanding balances in the office portfolio that were 30 or more days past due.

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Credit Quality

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

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

Credit quality performance in the second quarter of 2025 reflected NCOs of $66 million, or 0.20% of average total loans and leases, annualized, a decrease of $24 million, compared to $90 million, or 0.29%, in the year-ago quarter. The decrease reflects a $26 million decrease in commercial NCOs to $31 million, partially offset by a $2 million increase in consumer NCOs to $35 million in the second quarter of 2025. NPAs increased from December 31, 2024 by $30 million, or 4%, primarily driven by increases in commercial and industrial, commercial real estate, and residential mortgage of $32 million, $20 million, and $10 million, respectively, partially offset by a $31 million decrease in other NPAs.

NALs and NPAs

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

Table 11 - Nonaccrual Loans and Leases and Nonperforming Assets
(dollar amounts in millions)			At June 30, 2025						At December 31, 2024
Nonaccrual loans and leases (NALs):
Commercial and industrial			$	489					$	457
Commercial real estate			138						118
Lease financing			10						10
Residential mortgage			93						83
Automobile			5						6
Home equity			105						107
RV and marine			2						2
Total nonaccrual loans and leases			842						783
Other real estate, net			10						8
Other NPAs (1)			—						31
Total nonperforming assets			$	852					$	822
Nonaccrual loans and leases as a % of total loans and leases			0.62		%				0.60		%
NPA ratio (2)			0.63						0.63

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

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

ACL

Our ACL is comprised of two different components, the ALLL and the AULC, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio. We utilize an independent third-party baseline forecast that projects future economic conditions and considers multiple macroeconomic scenarios. These macroeconomic scenarios contain certain variables that are influential to our modeling process, the most significant being unemployment rates and GDP.

The baseline economic scenario used in the June 30, 2025 ACL determination assumes the imposition of tariffs impacts global trade and weakens the U.S. economy, with weak near-term GDP growth and increasing unemployment. The unemployment rate is forecasted to increase to 4.4% by the fourth quarter of 2025, continuing to increase to 4.9% through the end of 2026. The Federal Reserve is projected to restart rate cuts beginning the second half of 2025 and into 2026, until reaching a federal funds rate of 3% by the third quarter of 2026. Inflation starts out at 3.8% with modest improvement expected through the remainder of 2025 and into 2026, before ending 2026 at 1.8%. GDP starts out at 0.4%, with improvement through the end of 2026, ending at 1.9%.

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

Table 12 - Forecasted Key Macroeconomic Variables
			2024						2025												2026
Baseline scenario forecast			Q4						Q2						Q4						Q2						Q4
Unemployment rate (1)
4Q 2024			4.2		%				4.1		%				4.1		%				4.0		%				4.0		%
2Q 2025			N/A						4.2						4.4						4.8						4.9
Gross Domestic Product (1)
4Q 2024			2.0		%				2.1		%				2.1		%				1.9		%				2.2		%
2Q 2025			N/A						0.4						1.6						1.7						1.9

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

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

Management develops additional analytics to support adjustments to our modeled results. Our Allowance for Credit Loss Development Methodology Committee reviewed model results of each economic scenario for appropriate usage, concluding that the quantitative transaction reserve will continue to utilize scenario weighting. Given the uncertainty associated with key economic scenario assumptions, the June 30, 2025 ACL included a general reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed within the quantitative transaction reserve.

The most significant risk profiles the Company maintains at June 30, 2025 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio. The business banking risk profile addresses a modestly upward trend in default rates resulting from higher interest rates and inflationary impacts on business banking customers. The office portfolio risk profile addresses concerns relating to higher interest rates, upcoming maturities, falling property values, and uncertainty about demand for office space.

Our ACL evaluation process includes the on-going assessment of credit quality metrics and a comparison of certain ACL benchmarks to current performance.

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

Table 13 - Allocation of Allowance for Credit Losses
(dollar amounts in millions)			At June 30, 2025																		At December 31, 2024
			Allocation of Allowance						% of Total ALLL						% of Total Loans and Leases (1)						Allocation of Allowance						% of Total ALLL						% of Total Loans and Leases (1)
Commercial
Commercial and industrial			$	1,068					45		%				45		%				$	947					42		%				43		%
Commercial real estate			417						18						8						473						21						9
Lease financing			63						3						4						64						3						4
Total commercial			1,548						66						57						1,484						66						56
Consumer
Residential mortgage			208						9						19						205						9						19
Automobile			161						7						11						145						6						11
Home equity			153						7						8						148						7						8
RV and marine			143						6						4						150						7						5
Other consumer			118						5						1						112						5						1
Total consumer			783						34						43						760						34						44
Total ALLL			2,331																		2,244
AULC			184																		202
Total ACL			$	2,515																	$	2,446
Total ALLL as a % of
Total loans and leases			1.73		%																1.73		%
Nonaccrual loans and leases			277																		286
NPAs			274																		273
Total ACL as % of
Total loans and leases			1.86		%																1.88		%
Nonaccrual loans and leases			299																		312
NPAs			295																		297

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

At June 30, 2025, the ACL was $2.5 billion, or 1.86% of total loans and leases, compared to $2.4 billion, or 1.88%, at December 31, 2024. The increase in the ACL was driven by loan and lease growth, partially offset by a slight reduction in the ACL coverage ratio. The ACL coverage ratio at June 30, 2025 is reflective of the current macro-economic forecast and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

20 Huntington Bancshares Incorporated

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NCOs

The table below reflects NCO detail.

Table 14 - Net Charge-off Analysis
			Three Months Ended												Six Months Ended
(dollar amounts in millions)			June 30, 2025																								June 30, 2024						June 30, 2025						June 30, 2024
Net charge-offs (recoveries) by loan and lease type:
Commercial:
Commercial and industrial			$	32																							$	21					$	80					$	63
Commercial real estate			(3)																								36						(11)						49
Lease financing			2																								—						6						—
Total commercial			31																								57						75						112
Consumer:
Residential mortgage			1																								1						1						1
Automobile			7																								6						20						15
Home equity			—																								—						—						—
RV and marine			5																								4						12						9
Other consumer			22																								22						44						45
Total consumer			35																								33						77						70
Total net charge-offs			$	66																							$	90					$	152					$	182
Net charge-offs (recoveries) - annualized percentages:
Commercial:
Commercial and industrial			0.22		%																						0.16		%				0.28		%				0.24		%
Commercial real estate			(0.14)																								1.19						(0.20)						0.79
Lease financing			0.12																								0.02						0.22						0.01
Total commercial			0.16																								0.33						0.20						0.33
Consumer:
Residential mortgage			0.01																								0.01						0.01						0.01
Automobile			0.19																								0.20						0.27						0.24
Home equity			0.01																								(0.01)						0.01						—
RV and marine			0.33																								0.25						0.39						0.31
Other consumer			4.86																								5.98						4.87						6.18
Total consumer			0.25																								0.24						0.27						0.26
Net charge-offs as a % of average loans and leases			0.20		%																						0.29		%				0.23		%				0.30		%

NCOs were an annualized 0.20% of average loans and leases in the second quarter of 2025, down from 0.29% in the year-ago quarter, largely due to the net recoveries in commercial real estate loans in the current quarter. NCOs for commercial loans and leases were lower, with annualized commercial loan and lease NCOs of 0.16% in the second quarter of 2025, compared to 0.33% in the year-ago quarter. Annualized consumer loan NCOs of 0.25% in the second quarter of 2025 increased slightly compared to 0.24% in the year-ago quarter.

NCOs were an annualized 0.23% of average loans and leases for the first six-month period of 2025, down from 0.30% in the year ago period largely due to net recoveries in commercial real estate loans in the current period. NCOs for the commercial loans and leases were lower, with annualized commercial loan and lease NCOs of 0.20% in the current period, compared to 0.33% in the year-ago period. Annualized consumer loan NCOs of 0.27% in the current period increased slightly compared to 0.26% in the year-ago period.

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Market Risk

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

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

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

A key driver of our interest rate risk profile is our interest-bearing deposit repricing sensitivity assumptions to changes in interest rates, otherwise known as deposit beta. In addition, our interest expense is impacted by the composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits. Accordingly, we consider the impacts from both interest-bearing and noninterest-bearing deposits on our total deposit beta. Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) was 38%.

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

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

Table 15 - Net Interest Income at Risk
			At June 30, 2025																		At December 31, 2024
			Federal Funds Rate																		Federal Funds Rate
Basis point change scenario			Starting Point						Month 12 (1)						NII at Risk (%)						Starting Point						Month 12 (1)						NII at Risk (%)
+200			4.50		%				5.25		%				1.5		%				4.50		%				6.00		%				2.0		%
+100			4.50						4.25						0.6						4.50						5.00						0.8
Base			4.50						3.25						—						4.50						4.00						—
-100			4.50						2.25						-0.7						4.50						3.00						-0.5
-200			4.50						1.25						-1.9						4.50						2.00						-1.3

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

The NII at Risk shows that the balance sheet is asset-sensitive at both June 30, 2025, and December 31, 2024. The primary drivers to the change in sensitivity from December 31, 2024 include current and projected balance sheet composition over the simulation horizon and market rates.

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

Table 16 - Economic Value of Equity at Risk
			Economic Value of Equity at Risk (%)
Basis point change scenario			-200						-100												+100						+200
At June 30, 2025			0.7		%				2.0		%										-3.9		%				-9.0		%
At December 31, 2024			5.9						4.3												-5.8						-12.6

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

Use of Derivatives to Manage Interest Rate Risk

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

Table 17 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates. The interest rate variability may impact either the fair value of the assets and liabilities or the cash flows attributable to net interest margin. These positions are used to protect the fair value of assets and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index. The positions are also used to hedge the variability in cash flows attributable to the contractually specified interest rate by converting the variable-rate index into a fixed rate. The volume, maturity, and mix of derivative positions change frequently as we adjust our broader interest rate risk management objectives and the balance sheet positions to be hedged. For further information, including the notional amount and fair values of these derivatives, refer to Note 14 - “Derivative Financial Instruments” of the Notes to Unaudited Consolidated Financial Statements.

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

Table 17 - Information on Asset Liability Management Instruments
									Weighted-Average Maturity (years)												Weighted-Average Fixed Rate
(dollar amounts in millions)			Notional Value									Fair Value
At June 30, 2025
Asset conversion swaps
Securities (1):
Pay Fixed - Receive SOFR			$	7,982					2.3						$	163					1.69		%
Pay Fixed - Receive SOFR - forward-starting (2)			1,160						13.0						26						3.36
Loans:
Receive Fixed - Pay SOFR			14,050						2.4						(62)						3.15
Receive Fixed - Pay SOFR - forward-starting (3)			2,250						4.0						15						3.47
Liability conversion swaps
Receive Fixed - Pay SOFR			9,399						3.2						(58)						3.46
Receive Fixed - Pay SOFR - forward-starting (3)			1,200						5.8						23						3.91
Purchased floor spreads (4)
Purchased Floor Spread - SOFR			6,000						1.3						25						2.79 / 3.87
Purchased Floor Spread - SOFR forward-starting (5)			3,950						3.9						63						2.84 / 3.84
Basis swaps (6)
Pay SOFR- Receive Fed Fund (economic hedges)			174						1.1						—						4.35
Pay Fed Fund - Receive SOFR (economic hedges)			1						10.3						—						4.43
Total swap portfolio			$	46,166											$	195
At December 31, 2024
Asset conversion swaps
Securities (1):
Pay Fixed - Receive SOFR			$	10,059					1.9						$	407					1.38		%
Pay Fixed - Receive SOFR - forward-starting (7)			928						7.5						45						2.81
Loans:
Receive Fixed - Pay SOFR			10,075						2.2						(255)						2.75
Receive Fixed - Pay SOFR - forward-starting (8)			7,225						4.0						(75)						3.62
Liability conversion swaps
Receive Fixed - Pay SOFR			7,272						3.2						(197)						3.30
Receive Fixed - Pay SOFR - forward-starting (8)			4,075						4.6						(56)						3.64
Purchased floor spreads (4)
Purchased Floor Spread - SOFR			6,000						1.8						24						2.79 / 3.87
Basis swaps (6)
Pay SOFR- Receive Fed Fund (economic hedges)			174						1.6						—						5.19
Pay Fed Fund - Receive SOFR (economic hedges)			1						10.8						—						5.24
Total swap portfolio			$	45,809											$	(107)

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

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

(3)Forward-starting swaps effective starting from July 2025 to June 2026.

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

(5)Forward-starting floor spreads effective from October 2025 to May 2026.

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

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

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

Use of Derivatives to Manage Credit Risk

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

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MSRs

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

At June 30, 2025, we had a total of $567 million of capitalized MSRs representing the right to service $33.9 billion in mortgage loans.

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

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

Price Risk

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

Liquidity Risk

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

The Board of Directors is responsible for establishing an acceptable level of liquidity risk at Huntington, including approval of the liquidity risk appetite at least annually. The liquidity risk appetite includes liquidity risk metrics that are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding needs, including during periods of potential stress. The Board receives and reviews information on at least a semi-annual basis to ensure Huntington is operating in accordance with its established risk tolerance. Further, the ALCO is appointed by the ROC to oversee liquidity risk management, including the establishment of liquidity risk policies and additional liquidity risk metrics and limits to support our overall liquidity risk appetite.

Liquidity risk is reviewed and managed continuously for the Bank and the parent company, as well as its subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, contingency funding plans. At June 30, 2025, management believes current sources of liquidity are sufficient to meet Huntington’s on and off-balance sheet obligations.

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

Deposits

Our largest source of liquidity on a consolidated basis is customer deposits, which provide stable and lower-cost funding. Our customer deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships resulting in a diversified deposit base. Total deposits were $163.4 billion at June 30, 2025, compared to $162.4 billion at December 31, 2024. The $932 million, or 1%, increase in total deposits, compared to December 31, 2024, was driven by increases in demand, savings, and money market deposits, partially offset by lower time deposits. Total deposits included $6.8 billion of brokered deposits primarily consisting of brokered money market balances at June 30, 2025, compared to $7.0 billion at December 31, 2024. The level of brokered deposits was below our established liquidity risk metric limits at June 30, 2025.

Insured deposits comprised approximately 71% and 69% of our total deposits at June 30, 2025 and December 31, 2024, respectively. The composition of our deposits is presented in the table below.

Table 18 - Deposit Composition
(dollar amounts in millions)			At June 30, 2025												At December 31, 2024
By type:
Demand deposits—noninterest-bearing			$	28,656					18		%				$	29,345					18		%
Demand deposits—interest-bearing			45,468						28						43,378						27
Money market deposits			60,998						37						60,730						37
Savings deposits			15,112						9						14,723						9
Time deposits			13,146						8						14,272						9
Total deposits			$	163,380					100		%				$	162,448					100		%
Total deposits (insured/uninsured):
Insured deposits			$	115,386					71		%				$	112,394					69		%
Uninsured deposits (1)			47,994						29						50,054						31
Total deposits			$	163,380					100		%				$	162,448					100		%

(1)Represents consolidated Huntington uninsured deposits, determined by adjusting the amounts reported in the Bank Call Report (FFIEC 031) by inter-company deposits, which are not customer deposits and are therefore eliminated through consolidation. As of June 30, 2025, the Bank Call Report estimated uninsured deposit balance was $52.1 billion, which includes $4.1 billion of inter-company deposits. As of December 31, 2024, the Bank Call Report estimated uninsured deposit balance was $54.6 billion, which includes $4.5 billion of inter-company deposits.

Wholesale Funding

Sources of wholesale funding include non-customer brokered deposits, short-term borrowings, and long-term debt. Our wholesale funding totaled $24.9 billion at June 30, 2025, an increase of $1.3 billion compared to $23.6 billion at December 31, 2024. The increase from year end was primarily due to a $1.1 billion increase in long-term debt resulting from the issuance of $1.5 billion of senior bank notes and a $415 million CLN transaction completed during the 2025 first quarter, partially offset by repayments.

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Cash and Cash Equivalents and Investment Securities

Cash and cash equivalents were $10.4 billion and $12.8 billion at June 30, 2025 and December 31, 2024, respectively. The $2.5 billion decrease in cash and cash equivalents was primarily due to a decrease in interest-earning deposits held at the FRB.

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

Total investment securities were $44.8 billion at June 30, 2025, compared to $43.7 billion at December 31, 2024. The $1.1 billion increase in investment securities, compared to December 31, 2024, was primarily due to an improvement in unrealized losses on AFS securities and an increase in trading securities. At June 30, 2025, the duration of the investment securities portfolio, net of hedging, was 4.1 years. Securities are pledged to secure borrowing capacity with the FHLB and the Federal Reserve, discussed further in the Bank Liquidity and Sources of Funding section below.

Bank Liquidity and Sources of Funding

Our primary source of funding for the Bank is customer deposits. At June 30, 2025, customer deposits funded 75% of total assets (116% of total loans and leases). To the extent we are unable to obtain sufficient liquidity through customer deposits, cash and cash equivalents, and investment securities, we may meet our liquidity needs through sources of wholesale funding and asset securitization or sale. Additionally, the Bank may also access funding through intercompany notes or parent company deposits placed at the Bank.

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

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

Table 19 - Selected Contingent Liquidity Sources
(dollar amounts in millions)			At June 30, 2025						At December 31, 2024
Unused secured borrowing capacity:
FRB			$	67,776					$	70,020
FHLB			15,924						15,524
Unpledged investment securities (at market value)			10,917						5,786
Interest-earning deposits held at FRB			8,583						11,162
Primary contingent liquidity sources			$	103,200					$	102,492

As of June 30, 2025, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Parent Company Liquidity

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

The parent company had cash and cash equivalents of $3.6 billion and $4.1 billion at June 30, 2025 and December 31, 2024, respectively.

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On July 16, 2025, our Board of Directors declared a quarterly cash dividend on our common stock of $0.155 per common share. The common stock dividend is payable on October 1, 2025, to shareholders of record on September 17, 2025. Based on the current quarterly dividend of $0.155 per common share, cash demands required for common stock dividends are estimated to be approximately $226 million per quarter. Additionally, on July 16, 2025, our Board of Directors declared quarterly Series B, F, G, H, and J preferred stock dividends payable on October 15, 2025 to shareholders of record on October 1, 2025. On June 27, 2025, our Board of Directors declared a quarterly dividend for the Series I preferred stock payable on September 2, 2025 to shareholders of record on August 15, 2025. Total cash demands required for preferred stock dividends are expected to be approximately $27 million per quarter.

During the first six months of 2025, the Bank paid common and preferred dividends to the parent company of $750 million and $22 million, respectively. To meet any additional liquidity needs, the parent company may issue debt or equity securities. To support the parent company’s ability to issue debt or equity securities, we have filed an automatic registration statement with the SEC covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by Huntington’s Board of Directors.

As of June 30, 2025, we believe the Company has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Credit Ratings

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

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

Table 20 - Credit Ratings and Outlook
			At June 30, 2025
			Moody’s						Standard & Poor’s						Fitch						DBRS Morningstar
Huntington Bancshares Incorporated
Senior unsecured notes			Baa1						BBB+						A-						A
Subordinated notes			Baa1						BBB						BBB+						A (low)
Commercial paper			NR						NR						F1						R-1 (low)
Ratings outlook			Stable						Stable						Stable						Stable
The Huntington National Bank
Senior unsecured notes			A3						A-						A-						A (high)
Long-term deposits			A1						NR (1)						A						A (high)
Short-term deposits			P-1						NR (1)						F1						R-1 (middle)
Ratings outlook			Stable						Stable						Stable						Stable

NR - Not Rated

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

Contractual Obligations and Commitments

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

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Operational Risk

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

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

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

Cybersecurity

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

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

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

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Compliance Risk

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

CAPITAL

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

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

Table 21 - Regulatory Capital Data (1)
(dollar amounts in millions)						At June 30, 2025						At December 31, 2024
Consolidated:
CET1 risk-based capital ratio						10.5		%				10.5		%
Tier 1 risk-based capital ratio						11.8						11.9
Total risk-based capital ratio						14.1						14.3
Tier 1 leverage ratio						8.5						8.6
CET1 risk-based capital						$	15,539					$	15,127
Tier 1 risk-based capital						17,538						17,126
Total risk-based capital						21,003						20,565
Total risk-weighted assets						148,602						143,650
Bank:
CET1 risk-based capital ratio						11.4		%				11.6		%
Tier 1 risk-based capital ratio						12.2						12.4
Total risk-based capital ratio						13.9						14.1
Tier 1 leverage ratio						8.8						8.9
CET1 risk-based capital						$	16,852					$	16,540
Tier 1 risk-based capital						18,058						17,746
Total risk-based capital						20,580						20,240
Total risk-weighted assets						147,928						143,128

(1) Huntington elected to temporarily delay certain effects of CECL on regulatory capital pursuant to a rule that allowed BHCs and banks to delay the impact of adopting CECL for two years, followed by a three-year transition period which began January 1, 2022. As of June 30, 2025, the impact of the CECL deferral was fully phased in, while 75% of the impact of the CECL deferral was phased in at December 31, 2024.

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At June 30, 2025, Huntington and the Bank maintained capital ratios in excess of the well-capitalized standards established by the Federal Reserve. Consolidated CET1 risk-based capital ratio was 10.5% at both June 30, 2025 and December 31, 2024, as current period earnings, net of dividends, were offset by an increase in risk-weighted assets. The increase in risk-weighted assets was driven by loan growth, partially offset by the impact of the 2025 first quarter CLN transaction and the 2025 second quarter investment securities repositioning.

We are authorized to make capital distributions that are consistent with the requirements in the Federal Reserve’s capital rule, including the SCB requirement. Effective October 1, 2024, our SCB requirement is 2.5%.

Shareholders’ Equity

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

Shareholders’ equity totaled $20.9 billion at June 30, 2025, an increase of $1.2 billion, or 6%, when compared with December 31, 2024. The increase was primarily driven by an improvement in accumulated other comprehensive income driven by changes in interest rates and earnings, net of dividends.

Share Repurchases

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

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

BUSINESS SEGMENT DISCUSSION

Overview

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

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

Revenue Sharing

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

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Expense Allocation

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

Funds Transfer Pricing (FTP)

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

Net Income (Loss) by Business Segment

Net income (loss) by business segment is presented in the following table.

Table 22 - Net Income (Loss) by Business Segment
			Six Months Ended
(dollar amounts in millions)			June 30, 2025						June 30, 2024
Consumer & Regional Banking			$	616					$	716
Commercial Banking			552						526
Treasury / Other			(105)						(349)
Net income attributable to Huntington			$	1,063					$	893

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Consumer & Regional Banking
Table 23 - Key Performance Indicators for Consumer & Regional Banking
			Six Months Ended												Change
(dollar amounts in millions)			June 30, 2025						June 30, 2024						Amount						Percent
Net interest income			$	1,957					$	1,963					$	(6)					—		%
Provision for credit losses			185						122						63						52
Net interest income after provision for credit losses			1,772						1,841						(69)						(4)
Noninterest income			666						630						36						6
Noninterest expense:
Direct personnel costs			599						560						39						7
Other noninterest expense, including corporate allocations			1,060						1,005						55						5
Total noninterest expense			1,659						1,565						94						6
Income before income taxes			779						906						(127)						(14)
Provision for income taxes			163						190						(27)						(14)
Net income attributable to Huntington			$	616					$	716					$	(100)					(14)		%
Number of employees (average full-time equivalent)			11,261						11,177						84						1		%
Total average assets			$	78,511					$	73,550					$	4,961					7
Total average loans/leases			72,601						67,771						4,830						7
Total average deposits			111,558						110,041						1,517						1
Net interest margin			3.48		%				3.53		%				(0.05)		%				(1)
NCOs			$	118					$	96					$	22					23
NCOs as a % of average loans and leases			0.33		%				0.28		%				0.05		%				18
Total assets under management (in billions)—eop			$	35.3					$	31.4					$	3.9					12
Total trust assets (in billions)—eop			182.8						190.4						(7.6)						(4)

Consumer & Regional Banking reported net income of $616 million in the six-month period of 2025, a decrease of $100 million, or 14%, compared to the year-ago period. Segment net interest income decreased $6 million, primarily due to a 5 basis point decrease in NIM, partially offset by a $4.8 billion, or 7%, increase in average loans and leases. The provision for credit losses increased $63 million due primarily to higher net charge-offs and loan growth. Noninterest income increased $36 million, or 6%, primarily due to increases in wealth and asset management revenue, driven by increases in trust income and management account fees, and in payments and cash management revenue, reflecting an increase in merchant acquiring transaction revenue. Noninterest expense increased $94 million, or 6%, primarily due to the allocation of higher indirect expenses in addition to higher direct personnel costs.

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Commercial Banking
Table 24 - Key Performance Indicators for Commercial Banking
			Six Months Ended												Change
(dollar amounts in millions)			June 30, 2025						June 30, 2024						Amount						Percent
Net interest income			$	1,026					$	1,050					$	(24)					(2)		%
Provision for credit losses			33						85						(52)						(61)
Net interest income after provision for credit losses			993						965						28						3
Noninterest income			339						309						30						10
Noninterest expense:
Direct personnel costs			288						285						3						1
Other noninterest expense, including corporate allocations			332						309						23						7
Total noninterest expense			620						594						26						4
Income before income taxes			712						680						32						5
Provision for income taxes			150						143						7						5
Income attributable to non-controlling interest			10						11						(1)						(9)
Net income attributable to Huntington			$	552					$	526					$	26					5		%
Number of employees (average full-time equivalent)			2,179						2,363						(184)						(8)		%
Total average assets			$	68,697					$	63,019					$	5,678					9
Total average loans/leases			59,201						54,666						4,535						8
Total average deposits			43,002						36,211						6,791						19
Net interest margin			3.34		%				3.71		%				(0.37)		%				(10)
NCOs			$	34					$	86					$	(52)					(60)
NCOs as a % of average loans and leases			0.12		%				0.31		%				(0.19)		%				(61)

Commercial Banking reported net income of $552 million in the first six-month period of 2025, an increase of $26 million, or 5%, compared to the year-ago period. Segment net interest income decreased $24 million, or 2%, primarily due to a 37 basis point decrease in NIM driven by a $6.8 billion, or 19%, increase in average deposits and lower loan yields, partially offset by a $4.5 billion, or 8%, increase in average loans and leases and lower deposit costs. The provision for credit losses decreased $52 million due primarily to lower net charge-offs and a lower ACL coverage ratio, partially offset by loan growth. Noninterest income increased $30 million, or 10%, primarily due to increases in capital markets and advisory fees, customer deposit and loan fees, and payment and cash management revenue. Noninterest expense increased $26 million, or 4%, primarily due to increases in allocated overhead expense and outside data processing and other services.

Treasury / Other

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives, and equity not directly assigned or allocated to one of the business segments. Assets include investment securities and bank- owned life insurance.

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

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Table 25 - Key Performance Indicators for Treasury / Other
			Six Months Ended												Change
(dollar amounts in millions)			June 30, 2025						June 30, 2024						Amount						Percent
Net interest loss			$	(90)					$	(414)					$	324					78		%
Noninterest income			(40)						19						(59)						(311)
Noninterest expense:
Direct personnel costs			506						457						49						11
Other noninterest expense, including corporate allocations			(436)						(362)						(74)						(20)
Total noninterest expense			70						95						(25)						(26)
Loss before income taxes			(200)						(490)						290						59
Benefit for income taxes			(95)						(141)						46						33
Net loss attributable to Huntington			$	(105)					$	(349)					$	244					70		%
Number of employees (average full-time equivalent)			6,726						6,265						461						7		%
Total average assets			$	59,269					$	55,863					$	3,406					6

Treasury / Other reported a net loss of $105 million in the first six-month period of 2025, compared to a net loss of $349 million in the year-ago period, driven by improvement in net interest income and a decrease in noninterest expense, partially offset by lower noninterest income and a decrease in the benefit for income taxes. Net interest loss decreased $324 million primarily due to the impact of credits assigned to each business segment and hedging. Noninterest expense decreased $25 million, driven by the allocation of lower indirect expenses, partially offset by an increase in direct personnel costs. The benefit for income taxes decreased $46 million primarily due to a decrease in pre-tax loss, partially offset by a reduction in the Company’s effective tax rate as a result of the remeasurement of deferred tax assets for changes in certain state tax laws which were enacted in the second quarter of 2025.

ADDITIONAL DISCLOSURES

Forward-Looking Statements

This report, including MD&A, contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

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While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Huntington and Veritex; the outcome of any legal proceedings that may be instituted against Huntington or Veritex; delays in completing the transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain Veritex shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and Veritex do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Huntington and Veritex successfully; the dilution caused by Huntington’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Huntington.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Non-GAAP Financial Measures

This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding our results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

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Fully-Taxable Equivalent Basis

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

Non-Regulatory Capital Ratios

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

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

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

Critical Accounting Policies and Use of Significant Estimates

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 1 - “Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K, as supplemented by this report including this MD&A, describes the significant accounting policies we used in our Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. Our critical accounting policies include the allowance for credit losses and goodwill. The policies, assumptions, and judgments related to goodwill are described in the Critical Accounting Policies and Use of Significant Estimates section within the MD&A of Huntington’s 2024 Annual Report on Form 10-K. The following details the policies, assumption, and judgments related to the allowance for credit losses.

Allowance for Credit Losses

Our ACL at June 30, 2025 represents our current estimate of the lifetime credit losses expected from our loan and lease portfolio and our unfunded lending commitments. Management estimates the ACL by projecting probability of default, loss given default, and exposure at default, conditional on economic parameters, for the remaining contractual term. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, the portfolio performance, and assigned risk ratings. We utilize statistically-based models that employ assumptions about current and future economic conditions throughout the contractual life of our loan portfolio. As part of our model risk oversight, we perform ongoing monitoring of model performance to assess modeling approaches and identify potential model enhancements, which may result in updates to our statistically based models from time-to-time.

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

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

To illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario reflecting an amount of stress in excess of current expectations. This scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence more than expected. The impact of tariffs on the economy is significantly worse than expected, causing inflation to increase. In response, the Federal Reserve raises rates in the third and fourth quarter of 2025. Increased geopolitical tensions heighten the risk that China might block the Taiwan strait, limiting the supply chain for semiconductors and raising fears of a broader conflict. Additionally, concerns grow that the Russian invasion of Ukraine lasts longer than in the baseline scenario and that the ceasefire in in the Middle East will collapse and the conflict will widen. Business and consumer confidence declines. The combination of tariffs, rising inflation, political tensions, still elevated interest rates, and reduced credit availability causes the economy to fall into a recession in the third quarter of 2025. Under this scenario, as an example, the unemployment rate increases significantly from baseline levels and remains elevated for a prolonged period. The rate in this adverse scenario is projected at 7.2% at the end of 2025, and 8.2% at the end of 2026, approximately 280 basis points and 330 basis points higher than the baseline scenario projections of 4.4% at the end of 2025 and 4.9% at the end of 2026, respectively. In addition, GDP is significantly lower in the adverse scenario, with projected declines of 3.0% and 1.7% in the second half of 2025 and for the full year of 2026, respectively, compared to growth of 1.4% and 1.5%, respectively, in the baseline scenario.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at June 30, 2025, management calculated the difference between our quantitative ACL and this 100% adverse scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of approximately $0.7 billion at June 30, 2025.

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

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

• The highly uncertain economic environment;

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

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

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

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

Recent Accounting Pronouncements and Developments

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

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