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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2025

OR

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

For the transition period from to

Huntington_Exception_Logo_Horizontal_RGB_Dark (002).jpg

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

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

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

There were 1,459,390,757 shares of the registrant’s common stock ($0.01 par value) outstanding on September 30, 2025.

HUNTINGTON BANCSHARES INCORPORATED

INDEX

Glossary of Acronyms and Terms3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)39
Consolidated Balance Sheets at September 30, 2025 and December 31, 202439
Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 202440
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 202441
Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 202442
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 202444
Notes to Unaudited Consolidated Financial Statements:46
Note 1 - Basis of Presentation46
Note 2 - Accounting Standards Update46
Note 3 - Business Combinations47
Note 4 - Investment Securities and Other Securities48
Note 5 - Loans and Leases52
Note 6 - Allowance for Credit Losses60
Note 7 - Mortgage Loan Sales and Servicing Rights61
Note 8 - Borrowings62
Note 9 - Other Comprehensive Income64
Note 10 - Shareholders’ Equity66
Note 11 - Earnings Per Share67
Note 12 - Revenue from Contracts with Customers68
Note 13 - Fair Value of Assets and Liabilities69
Note 14 - Derivative Financial Instruments77
Note 15 - Variable Interest Entities82
Note 16 - Commitments and Contingent Liabilities84
Note 17 - Segment Reporting86
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations4
Introduction5
Executive Overview4
Discussion of Results of Operations8
Risk Management:15
Credit Risk15
Market Risk21
Liquidity Risk24
Operational Risk28
Compliance Risk29
Capital29
Business Segment Discussion30
Additional Disclosures34
Item 3. Quantitative and Qualitative Disclosures about Market Risk88
Item 4. Controls and Procedures88
PART II. OTHER INFORMATION
Item 1. Legal Proceedings88
Item 1A. Risk Factors88
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds89
Item 5. Other Information89
Item 6. Exhibits90
Signatures91

2 Huntington Bancshares Incorporated

Table of Contents

Glossary of Acronyms and Terms

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

ACLAllowance for Credit LossesMBSMortgage-Backed Securities
AFSAvailable-for-SaleMD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
ALCOAsset-Liability Management CommitteeMSRMortgage Servicing Right
ALLLAllowance for Loan and Lease LossesNAICSNorth American Industry Classification System
AOCIAccumulated Other Comprehensive Income (Loss)NALsNonaccrual Loans
ASCAccounting Standards CodificationNCONet Charge-off
ASUAccounting Standards UpdateNIINet Interest Income
AULCAllowance for Unfunded Lending CommitmentsNIMNet Interest Margin
Basel IIIRefers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013NMNot Meaningful
BHCBank Holding CompanyNPAsNonperforming Assets
BoardBoard of DirectorsOCCOffice of the Comptroller of the Currency
CadenceCadence BankOCIOther Comprehensive Income (Loss)
C&ICommercial and IndustrialOLEMOther Loans Especially Mentioned
CDSCredit Default SwapREITReal Estate Investment Trust
CECLCurrent Expected Credit LossesROCRisk Oversight Committee
CET1Common Equity Tier 1RVRecreational Vehicle
CFPBBureau of Consumer Financial ProtectionSBASmall Business Administration
CLNCredit Linked NoteSCBStress Capital Buffer
CMEChicago Mercantile ExchangeSECSecurities and Exchange Commission
CMOCollateralized Mortgage ObligationsSOFRSecured Overnight Financing Rate
CODMChief Operating Decision MakerSPESpecial Purpose Entity
CRECommercial Real EstateTBATo Be Announced
DIFDeposit Insurance FundU.S.United States of America
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection ActU.S. TreasuryU.S. Department of the Treasury
EOPEnd of PeriodVeritexVeritex Holdings, Inc.
EVEEconomic Value of EquityVIEVariable Interest Entity
FDICFederal Deposit Insurance CorporationXBRLeXtensible Business Reporting Language
Fed FundThe targeted rate by the Federal Reserve to secure overnight fundingYTDYear-to-Date
Federal ReserveBoard of Governors of the Federal Reserve System
FFIECFederal Financial Institutions Examination Council
FHLBFederal Home Loan Bank
FRBFederal Reserve Bank
FTEFully-Taxable Equivalent
FTPFunds Transfer Pricing
FVOFair Value Option
GAAPGenerally Accepted Accounting Principles in the United States of America
GDPGross Domestic Product
HTMHeld-to-Maturity
IRSInternal Revenue Service
LIHTCLow Income Housing Tax Credit

2025 3Q Form 10-Q 3

Table of Contents

PART I. FINANCIAL INFORMATION

When we refer to “we,” “our,” “us,” “Huntington,” and “the Company” in this Quarterly Report on Form 10-Q (this “report”), we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the “Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.

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