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Item 1. Financial Statements

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Item 1. Financial Statements

Huntington Bancshares Incorporated

Consolidated Balance Sheets (Unaudited)

At September 30,At December 31,
(dollar amounts in millions)20252024
Assets
Cash and due from banks$1,696$1,685
Interest-earning deposits with banks11,53611,647
Trading account securities8153
Available-for-sale securities26,08527,273
Held-to-maturity securities15,59716,368
Other securities870823
Loans held for sale (includes $817 and $652, respectively, measured at fair value)823654
Loans and leases (includes $171 and $173, respectively, measured at fair value)137,956130,042
Allowance for loan and lease losses(2,374)(2,244)
Net loans and leases (1)135,582127,798
Bank-owned life insurance2,8102,793
Accrued income and other receivables1,8192,190
Premises and equipment1,1121,066
Goodwill5,5475,561
Servicing rights and other intangible assets644677
Other assets (1)6,0265,642
Total assets$210,228$204,230
Liabilities and shareholders’ equity
Liabilities
Deposits:
Demand deposits—noninterest-bearing$28,596$29,345
Interest-bearing136,616133,103
Total deposits165,212162,448
Short-term borrowings252199
Long-term debt (1) (includes $1,299 and $821, respectively, measured at fair value)17,31516,374
Other liabilities (1)5,1635,427
Total liabilities187,942184,448
Commitments and Contingent Liabilities (Note 16)
Shareholders’ Equity
Preferred stock2,7311,989
Common stock1515
Capital surplus15,53715,484
Less treasury shares, at cost(87)(86)
Accumulated other comprehensive income (loss)(2,071)(2,866)
Retained earnings6,1235,204
Total Huntington shareholders’ equity22,24819,740
Non-controlling interest3842
Total equity22,28619,782
Total liabilities and equity$210,228$204,230
Common shares authorized (par value of $0.01)2,250,000,0002,250,000,000
Common shares outstanding1,459,390,7571,453,635,809
Treasury shares outstanding6,907,5256,984,102
Preferred stock, authorized shares6,617,8086,617,808
Preferred shares outstanding885,000877,500

(1)Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $769 million, $334 million, $694 million, and $123 million, respectively, at September 30, 2025, and $1.1 billion, $264 million, $1.0 billion, and $109 million, respectively, at December 31, 2024. See Note 15 - “Variable Interest Entities” for additional information.

See Notes to Unaudited Consolidated Financial Statements

2025 3Q Form 10-Q 39

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Huntington Bancshares Incorporated
Consolidated Statements of Income (Unaudited)
Three Months EndedNine Months Ended
(dollar amounts in millions, except per share data, share count in thousands)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Interest and fee income:
Loans and leases$2,050$1,906$5,926$5,574
Available-for-sale securities
Taxable246331811949
Tax-exempt33279881
Held-to-maturity securities—taxable10593320281
Other securities—taxable12113630
Other154187454496
Total interest income2,6002,5557,6457,411
Interest expense:
Deposits8309452,4622,709
Short-term borrowings13144052
Long-term debt251245744700
Total interest expense1,0941,2043,2463,461
Net interest income1,5061,3514,3993,950
Provision for credit losses122106340313
Net interest income after provision for credit losses1,3841,2454,0593,637
Noninterest income:
Payments and cash management revenue174158494458
Wealth and asset management revenue10493307271
Customer deposit and loan fees10286283246
Capital markets and advisory fees9478245207
Mortgage banking income433810299
Leasing revenue23194760
Insurance income20185955
Net gains (losses) on sales of securities——(58)—
Other noninterest income683311485
Total noninterest income6285231,5931,481
Noninterest expense:
Personnel costs7576842,1501,986
Outside data processing and other services198167550498
Equipment6665201197
Net occupancy5757176165
Marketing34339188
Deposit and other insurance expense9156694
Professional services31217572
Amortization of intangibles11113335
Lease financing equipment depreciation441012
Other noninterest expense7973243237
Total noninterest expense1,2461,1303,5953,384
Income before income taxes7666382,0571,734
Provision for income taxes133116351308
Income after income taxes6335221,7061,426
Income attributable to non-controlling interest451416
Net income attributable to Huntington6295171,6921,410
Dividends on preferred shares273681107
Net income applicable to common shares$602$481$1,611$1,303
Average common shares—basic1,459,1291,452,6821,456,9791,450,794
Average common shares—diluted1,484,5871,476,9821,482,6771,474,859
Per common share:
Net income—basic$0.41$0.33$1.11$0.90
Net income—diluted0.410.331.090.88

See Notes to Unaudited Consolidated Financial Statements

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Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income (Unaudited)

Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Net income attributable to Huntington$629$517$1,692$1,410
Other comprehensive income, net of tax:
Unrealized gains on available-for-sale securities, net of hedges153445505247
Net change related to cash flow hedges on loans23360283324
Translation adjustments, net of hedges(1)26—
Change in accumulated unrealized losses for pension and other post-retirement obligations——11
Other comprehensive income, net of tax175807795572
Comprehensive income attributable to Huntington8041,3242,4871,982
Comprehensive income attributed to non-controlling interest451416
Comprehensive income$808$1,329$2,501$1,998

See Notes to Unaudited Consolidated Financial Statements

2025 3Q Form 10-Q 41

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Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollar amounts in millions, share amounts in thousands)Preferred StockCommon StockCapital SurplusTreasury StockAOCIRetained EarningsHuntington Shareholders’ EquityNon-controlling InterestTotal Equity
AmountSharesAmountSharesAmount
Three months ended September 30, 2025
Balance, beginning of period$1,9891,465,773$15$15,506(6,973)$(87)$(2,246)$5,751$20,928$42$20,970
Net income6296294633
Other comprehensive income, net of tax175175175
Net proceeds from issuance of Series K preferred stock741741741
Cash dividends declared:
Common ($0.155 per share)(230)(230)(230)
Preferred(27)(27)(27)
Recognition of the fair value of share-based compensation313131
Other share-based compensation activity525————
Other1—65—1(8)(7)
Balance, end of period$2,7311,466,298$15$15,537(6,908)$(87)$(2,071)$6,123$22,248$38$22,286
Three months ended September 30, 2024
Balance, beginning of period$2,3941,459,756$15$15,425(7,323)$(90)$(2,911)$4,682$19,515$48$19,563
Net income5175175522
Other comprehensive income, net of tax807807807
Cash dividends declared:
Common ($0.155 per share)(229)(229)(229)
Preferred(36)(36)(36)
Recognition of the fair value of share-based compensation282828
Other share-based compensation activity230—2133
Other—14911(7)(6)
Balance, end of period$2,3941,459,986$15$15,455(7,174)$(89)$(2,104)$4,935$20,606$46$20,652

See Notes to Unaudited Consolidated Financial Statements

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(dollar amounts in millions, share amounts in thousands)Preferred StockCommon StockCapital SurplusTreasury StockAOCIRetained EarningsHuntington Shareholders’ EquityNon-controlling InterestTotal Equity
AmountSharesAmountSharesAmount
Nine months ended September 30, 2025
Balance, beginning of period$1,9891,460,620$15$15,484(6,984)$(86)$(2,866)$5,204$19,740$42$19,782
Net income1,6921,692141,706
Other comprehensive income, net of tax795795795
Net proceeds from issuance of Series K Preferred Stock741741741
Cash dividends declared:
Common ($0.465 per share)(690)(690)(690)
Preferred(81)(81)(81)
Recognition of the fair value of share-based compensation848484
Other share-based compensation activity5,678—(33)(2)(35)(35)
Other1276(1)2(18)(16)
Balance, end of period$2,7311,466,298$15$15,537(6,908)$(87)$(2,071)$6,123$22,248$38$22,286
Nine months ended September 30, 2024
Balance, beginning of period$2,3941,455,723$15$15,389(7,403)$(91)$(2,676)$4,322$19,353$45$19,398
Net income1,4101,410161,426
Other comprehensive income, net of tax572572572
Cash dividends declared:
Common ($0.465 per share)(687)(687)(687)
Preferred(107)(107)(107)
Recognition of the fair value of share-based compensation818181
Other share-based compensation activity4,263—(15)(3)(18)(18)
Other—22922(15)(13)
Balance, end of period$2,3941,459,986$15$15,455(7,174)$(89)$(2,104)$4,935$20,606$46$20,652

See Notes to Unaudited Consolidated Financial Statements

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Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024
Operating activities
Net income$1,706$1,426
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses340313
Depreciation, amortization, and accretion572492
Share-based compensation expense8481
Deferred income tax benefit(267)(55)
Net gains (losses) on sales of securities58—
Gain from early extinguishment of debt(11)(8)
Net change in:
Trading account securities(28)(347)
Loans held for sale(182)(199)
Other assets(427)(636)
Short-term borrowings48390
Other liabilities(264)(751)
Other, net(75)15
Net cash provided by operating activities1,554721
Investing activities
Change in interest-earning deposits with banks285(44)
Proceeds from:
Maturities and calls of available-for-sale securities5,3398,166
Maturities and calls of held-to-maturity securities1,2981,054
Maturities and calls of other securities10754
Sales of available-for-sale securities86010
Purchases of available-for-sale securities(4,069)(10,678)
Purchases of held-to-maturity securities(515)(995)
Purchases of other securities(159)(155)
Net proceeds from sales of loans and leases376268
Principal payments received under direct finance leases1,3621,344
Net loan and lease activity, excluding sales and purchases(9,542)(6,043)
Purchases of premises and equipment(149)(116)
Purchases of loans and leases(627)(347)
Net accrued income and other receivables activity47287
Other, net5160
Net cash used in investing activities(4,911)(7,335)
Financing activities
Increase in deposits2,7647,121
Decrease in short-term borrowings(126)(342)
Net proceeds from issuance of long-term debt2,4625,374
Repayment of long-term debt(1,759)(2,253)
Dividends paid on preferred stock(81)(107)
Dividends paid on common stock(680)(677)
Net proceeds from issuance of preferred stock741—
Other, net(73)(46)
Net cash provided by financing activities3,2489,070
(Decrease) increase in cash and cash equivalents(109)2,456
Cash and cash equivalents at beginning of period (1)12,84710,129
Cash and cash equivalents at end of period (1)$12,738$12,585

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Nine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024
Supplemental disclosures:
Interest paid$3,260$3,454
Income taxes paid220104
Non-cash activities
Loans transferred to held-for-sale from portfolio383268
Loans transferred to portfolio from held-for-sale2027

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

See Notes to Unaudited Consolidated Financial Statements

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Huntington Bancshares Incorporated

Notes to Unaudited Consolidated Financial Statements

1. BASIS OF PRESENTATION

The accompanying interim Unaudited Consolidated Financial Statements of Huntington reflect all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the consolidated financial position, the results of operations, and cash flows for the periods presented. These interim Unaudited Consolidated Financial Statements have been prepared according to the rules and regulations of the SEC and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The Notes to Consolidated Financial Statements appearing in Huntington’s 2024 Annual Report on Form 10-K, which include descriptions of significant accounting policies, as updated by the information contained in this report, should be read in conjunction with these interim financial statements.

In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the interim Unaudited Consolidated Financial Statements or disclosed in the Notes to Unaudited Consolidated Financial Statements. There were no other material subsequent events to disclose for the current period.

2. ACCOUNTING STANDARDS UPDATE

Accounting standards adopted

StandardSummary of guidanceEffects on financial Statements
ASU 2023-07 - Segment Reporting (Topic 280): Improvement to Reportable Segments•Requires disclosure of the position and title of the CODM and significant segment expenses that the CODM is regularly provided. •Requires the disclosure of other segment items representing the difference between segment revenue and expense and the profit and loss measure of the segment. •Allows for the CODM to use more than one measure of segment profit and loss, as long as one measure is consistent with GAAP.•Huntington adopted the standard effective for the year ended December 31, 2024 and the first interim period beginning in 2025. •The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements. •The amendments have been applied retrospectively to all periods presented and segment expense categories are based on the categories identified at adoption. •Refer to Note 17 - “Segment Reporting” of this Quarterly Report on Form 10-Q and Note 24 - “Segment Reporting” of our 2024 Annual Report on Form 10-K for additional disclosure information.

Accounting standards not yet effective

StandardSummary of guidanceEffects on financial Statements
ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures•Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria. •Requires disclosure of the amount of net income taxes paid for federal, state, and foreign taxes, including amounts in each jurisdiction where net taxes paid are equal to or greater than a 5% quantitative threshold. •Requires disclosure of pre-tax income disaggregated between domestic and foreign tax jurisdictions, as well as income tax expense disaggregated by federal, state, and foreign jurisdictions.•Effective for fiscal years beginning after December 15, 2024, with first disclosure additions to be included in the 2025 Annual Report on Form 10-K. •The amendments should be applied on a prospective basis, but retrospective application is permitted. •The adoption is not expected to result in a material impact on Huntington’s Consolidated Financial Statements.

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3. BUSINESS COMBINATIONS

Veritex Acquisition

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

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

Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of approximately $1.7 billion based on the closing price of the Company’s common stock on October 17, 2025. As of September 30, 2025, Veritex had $12.8 billion in assets, including $9.6 billion in loans, and $10.8 billion in deposits. The Merger will be accounted for under ASC 805 as a business combination. Due to the recent closing of the merger, the initial accounting for the business combination, including the purchase price allocation, is incomplete and is expected to be completed in the fourth quarter of 2025.

Pending Acquisition of Cadence

On October 27, 2025, Huntington announced entry into a definitive merger agreement with The Huntington National Bank, Huntington’s wholly owned subsidiary bank, and Cadence Bank (“Cadence”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence will merge with and into The Huntington National Bank, with The Huntington National Bank as the surviving bank. Under the terms of the agreement, Huntington will issue 2.475 shares for each outstanding share of Cadence in a 100% stock transaction. Each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence will be converted into the right to receive 1/1000 of a share of a newly created series of preferred stock of Huntington. As of September 30, 2025, Cadence had $53 billion in assets, including $37 billion in loans, and $44 billion in deposits. The merger is expected to close in the first quarter of 2026, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and the approval of the definitive merger agreement by the Huntington and Cadence shareholders.

2025 3Q Form 10-Q 47

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4. INVESTMENT SECURITIES AND OTHER SECURITIES

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

Unrealized
(dollar amounts in millions)Amortized Cost (1)(2)Gross GainsGross LossesFair Value
At September 30, 2025
Available-for-sale securities:
U.S. Treasury$5,371$42$(3)$5,410
Federal agencies:
Residential MBS11,1333(1,461)9,675
Residential CMO4,7615(324)4,442
Commercial MBS2,445—(663)1,782
Other agencies116—(3)113
Total U.S. Treasury, federal agency, and other agency securities23,82650(2,454)21,422
Municipal securities4,1948(87)4,115
Corporate debt192—(17)175
Asset-backed securities269—(10)259
Private-label CMO111—(7)104
Other securities/sovereign debt10——10
Total available-for-sale securities$28,602$58$(2,575)$26,085
Held-to-maturity securities:
U.S. Treasury$2,339$16$(1)$2,354
Federal agencies:
Residential MBS7,919—(1,005)6,914
Residential CMO3,9714(543)3,432
Commercial MBS1,314—(196)1,118
Other agencies53—(3)50
Total U.S. Treasury, federal agency, and other agency securities15,59620(1,748)13,868
Municipal securities1——1
Total held-to-maturity securities$15,597$20$(1,748)$13,869
Other securities, at cost:
Non-marketable equity securities:
FRB stock$575$—$—$575
FHLB stock237——237
Other non-marketable equity securities26——26
Other securities, at fair value:
Mutual funds30——30
Equity securities2——2
Total other securities$870$—$—$870

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Unaudited Consolidated Balance Sheets. At September 30, 2025, accrued interest receivable on AFS securities and HTM securities totaled $89 million and $41 million, respectively.

(2)Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $160 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

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Unrealized
(dollar amounts in millions)Amortized Cost (1)(2)Gross GainsGross LossesFair Value
At December 31, 2024
Available-for-sale securities:
U.S. Treasury$6,588$11$(43)$6,556
Federal agencies:
Residential MBS11,988—(1,971)10,017
Residential CMO3,7781(434)3,345
Commercial MBS2,519—(767)1,752
Other agencies135—(5)130
Total U.S. Treasury, federal agency, and other agency securities25,00812(3,220)21,800
Municipal securities4,1191(132)3,988
Corporate debt1,157—(102)1,055
Asset-backed securities330—(19)311
Private-label CMO119—(10)109
Other securities/sovereign debt10——10
Total available-for-sale securities$30,743$13$(3,483)$27,273
Held-to-maturity securities:
U.S. Treasury$2,045$—$(22)$2,023
Federal agencies:
Residential MBS8,533—(1,336)7,197
Residential CMO4,3093(691)3,621
Commercial MBS1,407—(231)1,176
Other agencies73—(5)68
Total U.S. Treasury, federal agency, and other agency securities16,3673(2,285)14,085
Municipal securities1——1
Total held-to-maturity securities$16,368$3$(2,285)$14,086
Other securities, at cost:
Non-marketable equity securities:
FRB stock$521$—$—$521
FHLB stock246——246
Other non-marketable equity securities25——25
Other securities, at fair value:
Mutual funds29——29
Equity securities11—2
Total other securities$822$1$—$823

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Unaudited Consolidated Balance Sheets. At December 31, 2024, accrued interest receivable on AFS securities and HTM securities totaled $89 million and $46 million, respectively.

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

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

At September 30, 2025At December 31, 2024
(dollar amounts in millions)Amortized CostFair ValueAmortized CostFair Value
Available-for-sale securities:
Under 1 year$2,101$2,096$3,620$3,624
After 1 year through 5 years5,6285,6375,9935,844
After 5 years through 10 years1,9211,7961,8571,732
After 10 years18,95216,55619,27316,073
Total available-for-sale securities$28,602$26,085$30,743$27,273
Held-to-maturity securities:
Under 1 year$404$404$255$256
After 1 year through 5 years1,9671,9811,8181,796
After 5 years through 10 years1461346560
After 10 years13,08011,35014,23011,974
Total held-to-maturity securities$15,597$13,869$16,368$14,086

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

Less than 12 MonthsOver 12 MonthsTotal
(dollar amounts in millions)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
At September 30, 2025
Available-for-sale securities:
U.S. Treasury$98$(1)$798$(2)$896$(3)
Federal agencies:
Residential MBS15—9,356(1,461)9,371(1,461)
Residential CMO218—2,692(324)2,910(324)
Commercial MBS——1,782(663)1,782(663)
Other agencies29—65(3)94(3)
Total U.S. Treasury, federal agency, and other agency securities360(1)14,693(2,453)15,053(2,454)
Municipal securities862(12)2,167(75)3,029(87)
Corporate debt——175(17)175(17)
Asset-backed securities——254(10)254(10)
Private-label CMO——81(7)81(7)
Total temporarily impaired available-for-sale securities$1,222$(13)$17,370$(2,562)$18,592$(2,575)
Held-to-maturity securities:
U.S. Treasury$94$—$362$(1)$456$(1)
Federal agencies:
Residential MBS45(1)6,822(1,004)6,867(1,005)
Residential CMO50—3,019(543)3,069(543)
Commercial MBS——1,117(196)1,117(196)
Other agencies——50(3)50(3)
Total U.S. Treasury, federal agency, and other agency securities189(1)11,370(1,747)11,559(1,748)
Municipal securities——1—1—
Total temporarily impaired held-to-maturity securities$189$(1)$11,371$(1,747)$11,560$(1,748)

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Less than 12 MonthsOver 12 MonthsTotal
(dollar amounts in millions)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
At December 31, 2024
Available-for-sale securities:
U.S. Treasury$3,153$(43)$—$—$3,153$(43)
Federal agencies:
Residential MBS275(5)9,676(1,966)9,951(1,971)
Residential CMO243(1)2,802(433)3,045(434)
Commercial MBS——1,752(767)1,752(767)
Other agencies21—69(5)90(5)
Total U.S. Treasury, federal agency, and other agency securities3,692(49)14,299(3,171)17,991(3,220)
Municipal securities985(25)2,336(107)3,321(132)
Corporate debt——1,053(102)1,053(102)
Asset-backed securities49—263(19)312(19)
Private-label CMO——87(10)87(10)
Total temporarily impaired available-for-sale securities$4,726$(74)$18,038$(3,409)$22,764$(3,483)
Held-to-maturity securities:
U.S. Treasury$1,581$(22)$—$—$1,581$(22)
Federal agencies:
Residential MBS99(2)7,097(1,334)7,196(1,336)
Residential CMO163(1)3,152(690)3,315(691)
Commercial MBS——1,176(231)1,176(231)
Other agencies——69(5)69(5)
Total U.S. Treasury, federal agency, and other agency securities1,843(25)11,494(2,260)13,337(2,285)
Municipal securities——1—1—
Total temporarily impaired held-to-maturity securities$1,843$(25)$11,495$(2,260)$13,338$(2,285)

At September 30, 2025 and December 31, 2024, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements, and to support borrowing capacity, totaled $30.8 billion and $37.7 billion, respectively. There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either September 30, 2025 or December 31, 2024. At September 30, 2025, substantially all HTM debt securities are comprised of securities issued by government sponsored entities or are explicitly guaranteed by the U.S. government. In addition, there were no HTM debt securities considered past due at September 30, 2025.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of September 30, 2025, Huntington has concluded that, except for one municipal bond classified as an AFS debt security for which $2 million of write-downs were recognized during 2024, it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio. Huntington recognized a $3 million recovery during the first quarter of 2025 related to one AFS municipal security that had previously been written down. There was no allowance related to securities as of September 30, 2025 or December 31, 2024.

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5. LOANS AND LEASES

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Commercial loan and lease portfolio:
Commercial and industrial$62,978$56,809
Commercial real estate10,73211,078
Lease financing5,5155,454
Total commercial loan and lease portfolio79,22573,341
Consumer loan portfolio:
Residential mortgage24,50224,242
Automobile15,99614,564
Home equity10,31410,142
RV and marine5,8055,982
Other consumer2,1141,771
Total consumer loan portfolio58,73156,701
Total loans and leases (1)(2)137,956130,042
Allowance for loan and lease losses(2,374)(2,244)
Net loans and leases$135,582$127,798

(1)Loans and leases are reported at principal amount outstanding, including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net discount of $638 million and $468 million at September 30, 2025 and December 31, 2024, respectively.

(2)The total amount of accrued interest recorded for loans and leases at September 30, 2025 was $319 million and $250 million of commercial and consumer loan and lease portfolios, respectively, and at December 31, 2024 was $316 million and $235 million of commercial and consumer loan and lease portfolios, respectively. Accrued interest is presented in accrued income and other receivables within the Unaudited Consolidated Balance Sheets.

Lease Financing

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Lease payments receivable$5,209$5,189
Estimated residual value of leased assets951884
Gross investment in lease financing receivables6,1606,073
Deferred origination costs5556
Deferred fees, unearned income, and other(700)(675)
Total lease financing receivables$5,515$5,454

The carrying value of residual values guaranteed was $428 million and $517 million as of September 30, 2025 and December 31, 2024, respectively. The future lease rental payments due from customers on direct financing leases at September 30, 2025 totaled $5.2 billion and were due as follows: $601 million in 2025, $934 million in 2026, $927 million in 2027, $956 million in 2028, $848 million in 2029, and $943 million thereafter. Interest income recognized for these types of leases was $93 million and $86 million for the three-month periods ended September 30, 2025 and 2024, respectively. For the nine-month periods ended September 30, 2025 and 2025, interest income recognized for these types of leases was $274 million and $246 million, respectively.

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Nonaccrual and Past Due Loans and Leases

The following table presents NALs by loan class.

At September 30, 2025At December 31, 2024
(dollar amounts in millions)Nonaccrual loans and leases with no ACLTotal nonaccrual loans and leasesNonaccrual loans and leases with no ACLTotal nonaccrual loans and leases
Commercial and industrial$22$455$71$457
Commercial real estate5613175118
Lease financing—10—10
Residential mortgage397—83
Automobile—6—6
Home equity—108—107
RV and marine—1—2
Total nonaccrual loans and leases$81$808$146$783

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

Past Due (1)Loans Accounted for Under FVOTotal Loans and Leases90 or more days past due and accruing
(dollar amounts in millions)30-59 Days60-89 Days90 or more daysTotalCurrent
At September 30, 2025
Commercial and industrial$104$59$250$413$62,565$—$62,978$1(2)
Commercial real estate1—353610,696—10,732—
Lease financing37119575,458—5,5156
Residential mortgage2168624855023,78117124,502187(3)
Automobile114281515715,839—15,99612
Home equity53338917510,139—10,31420
RV and marine2163305,775—5,8053
Other consumer1675282,086—2,1145
Total loans and leases$562$230$654$1,446$136,339$171$137,956$234
At December 31, 2024
Commercial and industrial$96$46$232$374$56,435$—$56,809$3(2)
Commercial real estate35—397411,004—11,078—
Lease financing562314935,361—5,45411
Residential mortgage1969824253623,53317324,242185(3)
Automobile117271616014,404—14,56412
Home equity6432921889,954—10,14220
RV and marine2675385,944—5,9824
Other consumer1354221,749—1,7714
Total loans and leases$603$238$644$1,485$128,384$173$130,042$239

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

(2)Amounts include SBA loans and leases.

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

Credit Quality Indicators

Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics. See Note 4 - “Loans and Leases” to the Consolidated Financial Statements appearing in Huntington’s 2024 Annual Report on Form 10-K for a description of the credit quality indicators Huntington utilizes for monitoring credit quality and for determining an appropriate ACL level.

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

At September 30, 2025
Term Loans Amortized Cost Basis by Origination YearRevolver Total at Amortized Cost BasisRevolver Total Converted to Term Loans
(dollar amounts in millions)20252024202320222021PriorTotal
Commercial and industrial
Credit Quality Indicator:
Pass$14,836$9,997$5,627$4,737$2,052$2,679$19,907$7$59,842
OLEM12020685561413233—727
Substandard412392336284136146703—2,409
Total Commercial and industrial$15,368$10,595$6,048$5,077$2,202$2,838$20,843$7$62,978
Commercial real estate
Credit Quality Indicator:
Pass$1,567$1,224$735$1,946$955$2,225$645$—$9,297
OLEM11237611521028319—566
Substandard951471471888516938—869
Total Commercial real estate$1,774$1,408$943$2,286$1,142$2,477$702$—$10,732
Lease financing
Credit Quality Indicator:
Pass$1,598$1,576$1,243$436$289$321$—$—$5,463
OLEM—2211————24
Substandard—541414——28
Total Lease financing$1,598$1,603$1,248$451$290$325$—$—$5,515
Residential mortgage
Credit Quality Indicator:
750+$1,245$1,871$2,106$3,705$5,290$5,086$—$—$19,303
650-7496345284146176901,048——3,931
<650539581148107613——1,097
Total Residential mortgage$1,932$2,494$2,601$4,470$6,087$6,747$—$—$24,331
Automobile
Credit Quality Indicator:
750+$3,312$2,965$1,178$886$529$163$—$—$9,033
650-7492,2761,82263243725177——5,495
<65038144523420714556——1,468
Total Automobile$5,969$5,232$2,044$1,530$925$296$—$—$15,996
Home equity
Credit Quality Indicator:
750+$139$176$265$333$392$564$4,817$237$6,923
650-74945577765461032,0902072,690
<650161313640477145701
Total Home equity$185$239$355$411$444$707$7,384$589$10,314
RV and marine
Credit Quality Indicator:
750+$624$761$750$704$614$968$—$—$4,421
650-749135213220171169280——1,188
<65041832293875——196
Total RV and marine$763$992$1,002$904$821$1,323$—$—$5,805
Other consumer
Credit Quality Indicator:
750+$319$204$63$30$14$53$554$1$1,238
650-749145993412494623768
<6509169411635108
Total Other consumer$473$319$106$46$19$63$1,079$9$2,114

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At December 31, 2024
Term Loans Amortized Cost Basis by Origination YearRevolver Total at Amortized Cost BasisRevolver Total Converted to Term Loans
(dollar amounts in millions)20242023202220212020PriorTotal
Commercial and industrial
Credit Quality Indicator:
Pass$16,097$7,939$6,587$2,747$1,708$1,846$16,790$4$53,718
OLEM124808224723273—613
Substandard445385440209107164690—2,440
Doubtful——2———36—38
Total Commercial and industrial$16,666$8,404$7,111$2,980$1,822$2,033$17,789$4$56,809
Commercial real estate
Credit Quality Indicator:
Pass$1,415$1,010$2,754$1,380$947$1,877$635$—$10,018
OLEM—78114662644—328
Substandard21837280521012411—732
Total Commercial real estate$1,633$1,125$3,148$1,498$959$2,065$650$—$11,078
Lease financing
Credit Quality Indicator:
Pass$2,100$1,610$709$449$349$184$—$—$5,401
OLEM72211———13
Substandard1623271——40
Total Lease financing$2,108$1,618$734$452$357$185$—$—$5,454
Residential mortgage
Credit Quality Indicator:
750+$1,725$2,249$3,913$5,617$3,011$2,525$—$—$19,040
650-749768542748781423791——4,053
<650556411111068568——976
Total Residential mortgage$2,548$2,855$4,772$6,508$3,502$3,884$—$—$24,069
Automobile
Credit Quality Indicator:
750+$4,091$1,663$1,343$920$347$113$—$—$8,477
650-7492,56098171645915956——4,931
<6503362502522057637——1,156
Total Automobile$6,987$2,894$2,311$1,584$582$206$—$—$14,564
Home equity
Credit Quality Indicator:
750+$214$323$378$445$466$195$4,581$226$6,828
650-7497092745044782,0512142,673
<65028116440431139641
Total Home equity$286$423$463$501$514$313$7,063$579$10,142
RV and marine
Credit Quality Indicator:
750+$928$909$816$718$476$704$—$—$4,551
650-749247268201198123226——1,263
<65072324352356——168
Total RV and marine$1,182$1,200$1,041$951$622$986$—$—$5,982
Other consumer
Credit Quality Indicator:
750+$321$97$48$22$10$49$467$—$1,014
650-74914855218294237673
<650910521148884
Total Other consumer$478$162$74$32$13$59$938$15$1,771

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

Term Loans Gross Charge-offs by Origination YearRevolver Gross Charge-offsRevolver Converted to Term Loans Gross Charge-offs
(dollar amounts in millions)20252024202320222021PriorTotal
Three months ended September 30, 2025
Commercial and industrial$4$6$30$4$3$3$9$3$62
Commercial real estate———1—16——17
Lease financing———1————1
Residential mortgage—————————
Automobile264331——19
Home equity———————22
RV and marine—12—13——7
Other consumer463214—929
Total$10$19$39$11$8$27$9$14$137
Nine months ended September 30, 2025
Commercial and industrial$6$17$54$47$8$16$27$5$180
Commercial real estate2——11161—21
Lease financing—11412——9
Residential mortgage—————2——2
Automobile216131293——55
Home equity——————145
RV and marine—263410——25
Other consumer817126310—2884
Total$18$53$86$73$26$59$29$37$381
Term Loans Gross Charge-offs by Origination YearRevolver Gross Charge-offsRevolver Converted to Term Loans Gross Charge-offs
(dollar amounts in millions)20242023202220212020PriorTotal
Three months ended September 30, 2024
Commercial and industrial$1$7$30$13$1$2$8$1$63
Commercial real estate22—1——4—9
Lease financing—1—1————2
Residential mortgage—————————
Automobile254311——16
Home equity—————1—12
RV and marine—11212——7
Other consumer564214—830
Total$10$22$39$22$4$10$12$10$129
Nine months ended September 30, 2024
Commercial and industrial$1$17$60$35$12$6$28$2$161
Commercial real estate114303—244—76
Lease financing—212—1——6
Residential mortgage—————2——2
Automobile213131043——45
Home equity—————1146
RV and marine—23538——21
Other consumer819126311—2685
Total$22$57$119$61$22$56$33$32$402

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Modifications to Debtors Experiencing Financial Difficulty

See Note 4 - “Loans and Leases” to the Consolidated Financial Statements appearing in Huntington’s 2024 Annual Report on Form 10-K for a description of reported modification types and the impact on credit quality of borrowers experiencing financial difficulty.

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

Amortized Cost
(dollar amounts in millions)Interest rate reductionTerm extensionPayment deferralCombo - interest rate reduction and term extensionTotal% of total loan class (1)
Three months ended September 30, 2025
Commercial and industrial$24$105$—$1$1300.21%
Commercial real estate—125——1251.16
Residential mortgage—1831220.09
Automobile—4——40.03
Home equity—2—350.05
RV and marine—1——10.02
Total loans to borrowers experiencing financial difficulty to which modifications were made$24$255$3$5$2870.21%
Three months ended September 30, 2024
Commercial and industrial$22$165$—$17$2040.38%
Commercial real estate—168—111791.55
Residential mortgage—1511170.07
Automobile—3——30.02
Home equity—1—340.04
Other consumer1———10.06
Total loans to borrowers experiencing financial difficulty to which modifications were made$23$352$1$32$4080.34%
Nine months ended September 30, 2025
Commercial and industrial$91$261$—$2$3540.56%
Commercial real estate—213——2131.98
Residential mortgage—38144560.23
Automobile—6——60.04
Home equity—6—7130.13
RV and marine—1——10.02
Other consumer1———10.05
Total loans to borrowers experiencing financial difficulty in which modifications were made$92$525$14$13$6440.47%
Nine months ended September 30, 2024
Commercial and industrial$42$240$—$63$3450.64%
Commercial real estate—228—252532.19
Residential mortgage—3753450.19
Automobile—10—1110.08
Home equity—4—9130.13
RV and marine—1——10.02
Other consumer1———10.06
Total loans to borrowers experiencing financial difficulty in which modifications were made$43$520$5$101$6690.55%

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

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The following table describes the financial effect of the modification made to borrowers experiencing financial difficulty.

Interest Rate Reduction (1)Term Extension (1)
Weighted-average contractual interest rateWeighted-average years added to the life
FromTo
Three months ended September 30, 2025
Commercial and industrial9.93%8.16%0.7
Commercial real estate0.3
Residential mortgage6.1
Three months ended September 30, 2024
Commercial and industrial7.81%6.56%0.7
Commercial real estate1.0
Residential mortgage5.8
Nine months ended September 30, 2025
Commercial and industrial8.67%7.32%1.1
Commercial real estate0.8
Residential mortgage6.2
Nine months ended September 30, 2024
Commercial and industrial8.80%7.60%0.8
Commercial real estate8.267.901.0
Residential mortgage6.9

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

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

Past Due
(dollar amounts in millions)30-59 Days60-89 Days90 or more daysTotalCurrentTotal
At September 30, 2025
Commercial and industrial$21$8$9$38$397$435
Commercial real estate——11219220
Residential mortgage13618373370
Automobile1——178
Home equity21141216
RV and marine————11
Other consumer————11
Total loans to borrowers experiencing financial difficulty to which modifications were made in the twelve months ended September 30, 2025$37$15$29$81$670$751
At September 30, 2024
Commercial and industrial$1$2$4$7$418$425
Commercial real estate9—514245259
Residential mortgage10411252954
Automobile21—31215
Home equity1—451116
RV and marine————11
Other consumer————22
Total loans to borrowers experiencing financial difficulty to which modifications were made in the twelve months ended September 30, 2024$23$7$24$54$718$772

Pledged Loans

The Bank has access to secured borrowings from the Federal Reserve’s discount window and advances from the FHLB. As of September 30, 2025 and December 31, 2024, loans and leases totaling $107.3 billion and $105.4 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

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6. ALLOWANCE FOR CREDIT LOSSES

The following table presents ACL activity by portfolio segment.

(dollar amounts in millions)CommercialConsumerTotal
Three months ended September 30, 2025
ALLL balance, beginning of period$1,548$783$2,331
Loan and lease charge-offs(80)(57)(137)
Recoveries of loans and leases previously charged-off441862
Provision for loan and lease losses5662118
ALLL balance, end of period$1,568$806$2,374
AULC balance, beginning of period$124$60$184
Provision for unfunded lending commitments134
AULC balance, end of period$125$63$188
ACL balance, end of period$1,693$869$2,562
Three months ended September 30, 2024
ALLL balance, beginning of period$1,587$717$2,304
Loan and lease charge-offs(74)(55)(129)
Recoveries of loans and leases previously charged-off201636
Provision (benefit) for loan and lease losses(35)5924
ALLL balance, end of period$1,498$737$2,235
AULC balance, beginning of period$64$55$119
Provision for unfunded lending commitments76682
AULC balance, end of period$140$61$201
ACL balance, end of period$1,638$798$2,436
Nine months ended September 30, 2025
ALLL balance, beginning of period$1,484$760$2,244
Loan and lease charge-offs(210)(171)(381)
Recoveries of loans and leases previously charged-off9955154
Provision for loan and lease losses195162357
ALLL balance, end of period$1,568$806$2,374
AULC balance, beginning of period$144$58$202
Provision (benefit) for unfunded lending commitments(19)5(14)
AULC balance, end of period$125$63$188
ACL balance, end of period$1,693$869$2,562
Nine months ended September 30, 2024
ALLL balance, beginning of period$1,563$692$2,255
Loan and lease charge-offs(243)(159)(402)
Recoveries of loans and leases previously charged-off7750127
Provision for loan and lease losses101154255
ALLL balance, end of period$1,498$737$2,235
AULC balance, beginning of period$66$79$145
Provision (benefit) for unfunded lending commitments74(18)56
AULC balance, end of period$140$61$201
ACL balance, end of period$1,638$798$2,436

At September 30, 2025, the ACL was $2.6 billion, a $116 million increase compared to December 31, 2024. The increase in the ACL was driven by loan and lease growth, partially offset by a modest reduction in overall coverage ratios. The ACL coverage ratio at September 30, 2025 is reflective of the current macroeconomic forecast and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

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The commercial ACL was $1.7 billion at September 30, 2025, a $65 million increase compared to December 31, 2024, with the increase primarily due to loan growth, partially offset by a modest reduction in overall coverage ratios. The consumer ACL was $869 million at September 30, 2025, a $51 million increase compared to December 31, 2024, with the increase primarily due to loan growth.

The baseline economic scenario used in the September 30, 2025 ACL determination assumes continued tariff uncertainty, but reflects marginal improved performance of the U.S. economy in the near term with minimal change in the overall outlook. In this scenario, the unemployment rate is expected to end 2025 at 4.4%, with peak unemployment of 4.8% through the end of 2026. The Federal Reserve restarted rate cuts in the third quarter of 2025 and is expected to continue with future rate cuts until reaching a federal funds rate of 3% by the end of 2026. The inflation outlook deteriorates slightly as the impacts of tariffs and other trade policies are expected to cascade through the economy, with near-term inflation expected to rise further above the Federal Reserve’s 2% target until the rate begins to decline in the second half of 2026 but still remaining above target. GDP growth, while positive, has slowed to a current level of approximately 1% and is forecasted to remain below 2% through the end of 2026.

The economic scenarios used included elevated levels of economic uncertainty, such as the impact of specific challenges in the commercial real estate industry, recent inflation levels, the impacts of U.S. trade policies, the U.S. labor market, the expected path of interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world. Given the uncertainty associated with key economic scenario assumptions, the September 30, 2025 ACL included a general reserve that consists of various risk profile components to address uncertainty not measured within the quantitative transaction reserve.

7. MORTGAGE LOAN SALES AND SERVICING RIGHTS

Residential Mortgage Portfolio

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

Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Residential mortgage loans sold with servicing retained$1,514$1,150$3,691$2,944
Pretax gains resulting from above loan sales (1)24176649
Total servicing, late, and other ancillary fees (1)27278078

(1)Included in mortgage banking income.

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

Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Fair value, beginning of period$567$543$573$515
New servicing assets created27126733
Change in fair value during the period due to:
Time decay (1)(6)(6)(20)(19)
Payoffs (2)(11)(9)(28)(21)
Changes in valuation inputs or assumptions (3)(1)(25)(16)7
Fair value, end of period$576$515$576$515
Related loans serviced for third parties, unpaid principal balance, end of period$34,370$33,565$34,370$33,565

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

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

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

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

At September 30, 2025At December 31, 2024
Decline in fair value due toDecline in fair value due to
(dollar amounts in millions)Actual10% adverse change20% adverse changeActual10% adverse change20% adverse change
Constant prepayment rate (annualized)8.51%$(16)$(32)7.54%$(14)$(28)
Spread over forward interest rate swap rates566bps(14)(27)568bps(13)(26)

8. BORROWINGS

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Securities sold under agreements to repurchase$144$142
Other borrowings10857
Total short-term borrowings$252$199

The carrying value of assets pledged as collateral against repurchase agreements totaled $205 million and $224 million as of September 30, 2025 and December 31, 2024, respectively. Assets pledged as collateral are reported in available-for-sale securities and held-to-maturity securities on the Unaudited Consolidated Balance Sheets. The repurchase agreements have maturities within 60 days. No amounts have been offset against the agreements.

The following table summarizes the composition of Huntington’s long-term debt.

(dollar amounts in millions)At September 30, 2025At December 31, 2024
The Parent Company:
Senior Notes$5,514$5,836
Subordinated Notes1,3741,341
Total notes issued by the Parent Company6,8887,177
The Bank:
Senior Notes3,1901,654
Subordinated Notes231515
Total notes issued by the Bank3,4212,169
FHLB Advances4,5144,696
Auto Loan Securitization Trust (1)6941,023
Credit Linked Notes (2)1,299821
Other499488
Total long-term debt$17,315$16,374

(1) Represents secured borrowings collateralized by auto loans with a weighted average rate of 5.22% due through 2029. See Note 15- “Variable Interest Entities” for additional information.

(2) As of September 30, 2025, the weighted average contractual interest rate on the CLNs was 5.80%. Huntington has elected the fair value option for these notes. To the extent losses exceed certain thresholds, the principal and interest payable on the notes may be reduced by a portion of the Company's aggregate net losses on the reference pool of loans, with losses allocated to note classes in reverse order of payment priority.

During the first quarter of 2025, the Bank issued $1.0 billion of fixed-to-floating rate senior notes due April 12, 2028. These notes bear an initial fixed rate of 4.871% until April 12, 2027, at which time they will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 72.6 basis points. The Bank also issued $500 million of floating interest rate senior notes due April 12, 2028, which bear a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 72 basis points.

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During the first quarter of 2025, the Bank completed a CLN transaction whereby it issued $415 million of unsecured credit linked notes to third-party investors. There are four classes of notes, each maturing in March 2033. One note class bears interest at a fixed rate of 4.957% and the remaining three note classes bear interest at SOFR plus a spread rate that ranges from 2.25% to 7.15% (weighted average spread of 4.28%). These notes transfer a portion of the risk of losses to third-party investors on an initial $3.5 billion reference pool of Huntington’s auto-secured loans.

During the third quarter of 2025, the Bank completed a CLN transaction whereby it issued $415 million of unsecured credit linked notes to third-party investors. There are five classes of notes, each maturing in September 2033. One note class bears interest at a fixed rate of 4.835% and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.20% to 6.60% (weighted average spread of 3.04%). These notes transfer a portion of the risk of losses to third-party investors on an initial $3.5 billion reference pool of Huntington’s auto-secured loans.

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9. OTHER COMPREHENSIVE INCOME

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

(dollar amounts in millions)PretaxTax (expense) benefitAfter-tax
Three months ended September 30, 2025
Unrealized gains on available-for-sale securities arising during the period, net of hedges$197$(46)$151
Reclassification adjustment for realized net losses included in net income2—2
Total unrealized gains on available-for-sale securities, net of hedges199(46)153
Unrealized gains on cash flow hedges during the period23(6)17
Reclassification adjustment for cash flow hedges included in net income7(1)6
Net change related to cash flow hedges on loans30(7)23
Translation adjustments, net of hedges (1)(2)1(1)
Other comprehensive income$227$(52)$175
Three months ended September 30, 2024
Unrealized gains on available-for-sale securities during the period, net of hedges$573$(131)$442
Reclassification adjustment for realized net losses included in net income4(1)3
Total unrealized gains on available-for-sale securities, net of hedges577(132)445
Unrealized gains on cash flow hedges during the period412(95)317
Reclassification adjustment for cash flow hedges included in net income55(12)43
Net change related to cash flow hedges on loans467(107)360
Translation adjustments, net of hedges (1)2—2
Change in accumulated unrealized gains for pension and other post-retirement obligations1(1)—
Other comprehensive income$1,047$(240)$807
Nine months ended September 30, 2025
Unrealized gains on available-for-sale securities arising during the period, net of hedges$591$(139)$452
Reclassification adjustment for realized net losses included in net income69(16)53
Total unrealized gains on available-for-sale securities, net of hedges660(155)505
Unrealized gains on cash flow hedges during the period324(77)247
Reclassification adjustment for cash flow hedges included in net income46(10)36
Net change related to cash flow hedges on loans370(87)283
Translation adjustments, net of hedges (1)7(1)6
Change in accumulated unrealized gains for pension and other post-retirement obligations1—1
Other comprehensive income$1,038$(243)$795
Nine months ended September 30, 2024
Unrealized gains on available-for-sale securities arising during the period, net of hedges$310$(70)$240
Reclassification adjustment for realized net losses included in net income9(2)7
Total unrealized gains on available-for-sale securities, net of hedges319(72)247
Unrealized gains on cash flow hedges during the period231(53)178
Reclassification adjustment for cash flow hedges included in net income190(44)146
Net change related to cash flow hedges on loans421(97)324
Change in accumulated unrealized gains for pension and other post-retirement obligations2(1)1
Other comprehensive income$742$(170)$572

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

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The following table summarizes the activity in AOCI.

(dollar amounts in millions)Unrealized gains (losses) on available-for-sale securities, net of hedges (1)Net change related to cash flow hedges on loansTranslation adjustments, net of hedgesUnrealized losses for pension and other post-retirement obligationsTotal
Three months ended September 30, 2025
Balance, beginning of period$(2,013)$(7)$(5)$(221)$(2,246)
Other comprehensive income (loss) before reclassifications15117(1)—167
Amounts reclassified from AOCI to earnings26——8
Period change15323(1)—175
Balance, end of period$(1,860)$16$(6)$(221)$(2,071)
Three months ended September 30, 2024
Balance, beginning of period$(2,292)$(399)$(8)$(212)$(2,911)
Other comprehensive income before reclassifications4423172—761
Amounts reclassified from AOCI to earnings343——46
Period change4453602—807
Balance, end of period$(1,847)$(39)$(6)$(212)$(2,104)
Nine months ended September 30, 2025
Balance, beginning of period$(2,365)$(267)$(12)$(222)$(2,866)
Other comprehensive income before reclassifications45224761706
Amounts reclassified from AOCI to earnings5336——89
Period change50528361795
Balance, end of period$(1,860)$16$(6)$(221)$(2,071)
Nine months ended September 30, 2024
Balance, beginning of period$(2,094)$(363)$(6)$(213)$(2,676)
Other comprehensive income before reclassifications240178——418
Amounts reclassified from AOCI to earnings7146—1154
Period change247324—1572
Balance, end of period$(1,847)$(39)$(6)$(212)$(2,104)

(1)AOCI amounts at September 30, 2025 and September 30, 2024 include $45 million and $52 million, respectively, of net unrealized losses (after-tax) on securities transferred from the AFS securities portfolio to the HTM securities portfolio. The net unrealized losses will be recognized in earnings over the remaining life of the security using the effective interest method.

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10. SHAREHOLDERS' EQUITY

Preferred Stock

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

(dollar amounts in millions)Issuance DateShares OutstandingDividend RateEarliest Redemption Date (1)Carrying Amount
Preferred SeriesAt September 30, 2025At December 31, 2024
Series B (2)12/28/201135,500Variable (3)1/15/2017$24$23
Series F (4)5/27/20205,0005.625%7/15/2030494494
Series G (4)8/3/20205,0004.4510/15/2027494494
Series H (2)2/2/2021500,0004.504/15/2026486486
Series I (5)6/9/20217,0005.7012/01/2022175175
Series J (2)3/6/2023325,0006.8754/15/2028317317
Series K (4)9/11/20257,5006.2510/15/2030741—
Total885,000$2,731$1,989

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

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

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

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

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

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

Three Months EndedNine Months Ended
(amounts in millions, except per share data)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Cash Dividend Declared Per ShareCash Dividend Declared Per ShareCash Dividend Declared Per ShareCash Dividend Declared Per Share
Preferred SeriesAmountAmount ($)AmountAmount ($)
Series B$18.20$—$20.66$1$54.40$2$62.08$2
Series E (1)2,157.6596,412.6226
Series F1,406.2571,406.2574,218.75214,218.7521
Series G1,112.5061,112.5063,337.50173,337.5017
Series H11.25611.25533.751733.7517
Series I356.252356.2521,068.7571,068.757
Series J17.19617.19651.571751.5717
Series K (2)————
Total$27$36$81$107

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

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

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11. EARNINGS PER SHARE

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

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

Three Months EndedNine Months Ended
(dollar amounts in millions, except per share data, share count in thousands)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Basic earnings per common share:
Net income attributable to Huntington$629$517$1,692$1,410
Dividends on preferred shares273681107
Net income available to common shareholders$602$481$1,611$1,303
Average common shares issued and outstanding1,459,1291,452,6821,456,9791,450,794
Basic earnings per common share$0.41$0.33$1.11$0.90
Diluted earnings per common share:
Average dilutive potential common shares:
Stock options, restricted stock units, and performance share units18,49117,06118,66216,622
Shares held in deferred compensation plans6,9677,2397,0367,443
Average dilutive potential common shares25,45824,30025,69824,065
Total diluted average common shares issued and outstanding1,484,5871,476,9821,482,6771,474,859
Diluted earnings per common share$0.41$0.33$1.09$0.88
Anti-dilutive awards (1)2304,2531,6937,002

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

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12. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue is segregated based on the nature of the product and services offered as part of contractual arrangements. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income. The following tables present total noninterest income disaggregated by operating segment and segregated between revenue with contracts with customers within the scope of ASC 606 and revenue within the scope of other GAAP topics.

(dollar amounts in millions)Consumer & Regional BankingCommercial BankingTreasury / OtherHuntington Consolidated
Major Revenue Streams
Three months ended September 30, 2025
Payments and cash management revenue$120$41$—$161
Wealth and asset management revenue968—104
Customer deposit and loan fees624—66
Capital markets and advisory fees1037(1)46
Leasing revenue11—2
Insurance income164—20
Other noninterest income251(1)25
Net revenue from contracts with customers33096(2)424
Noninterest income within the scope of other GAAP topics6312219204
Total noninterest income$393$218$17$628
Three months ended September 30, 2024
Payments and cash management revenue$114$29$—$143
Wealth and asset management revenue894—93
Customer deposit and loan fees571—58
Capital markets and advisory fees532—37
Leasing revenue19—10
Insurance income153(1)17
Other noninterest income23(1)4
Net revenue from contracts with customers28381(2)362
Noninterest income within the scope of other GAAP topics551006161
Total noninterest income$338$181$4$523

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(dollar amounts in millions)Consumer & Regional BankingCommercial BankingTreasury / OtherHuntington Consolidated
Major Revenue Streams
Nine Months Ended September 30, 2025
Payments and cash management revenue$345$106$—$451
Wealth and asset management revenue28918—307
Customer deposit and loan fees17210—182
Capital markets and advisory fees16102(1)117
Leasing revenue27—9
Insurance income527—59
Other noninterest income273(3)27
Net revenue from contracts with customers903253(4)1,152
Noninterest income within the scope of other GAAP topics156304(19)441
Total noninterest income$1,059$557$(23)$1,593
Nine Months Ended September 30, 2024
Payments and cash management revenue$335$84$—$419
Wealth and asset management revenue2629—271
Customer deposit and loan fees1608—168
Capital markets and advisory fees1693—109
Leasing revenue228—30
Insurance income478(1)54
Other noninterest income63(2)7
Net revenue from contracts with customers828233(3)1,058
Noninterest income within the scope of other GAAP topics14025726423
Total noninterest income$968$490$23$1,481

Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions vary amongst services and customers, and thus impact the timing and amount of revenue recognition. Some fees may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for the reporting period ended September 30, 2025 is expected to be earned within one year. Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended September 30, 2025 was determined to be immaterial.

13. FAIR VALUES OF ASSETS AND LIABILITIES

See Note 18 - “Fair Value of Assets and Liabilities” to the Consolidated Financial Statements appearing in Huntington’s 2024 Annual Report on Form 10-K for a description of the valuation methodologies used for instruments measured at fair value. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the three-month and nine-month periods ended September 30, 2025 and 2024.

Assets and Liabilities measured at fair value on a recurring basis

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

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Fair Value Measurements at Reporting Date UsingNetting Adjustments (1)Total
(dollar amounts in millions)Level 1Level 2Level 3
At September 30, 2025
Assets
Trading account securities$2$79$—$—$81
Available-for-sale securities:
U.S. Treasury securities5,410———5,410
Residential MBS—9,675——9,675
Residential CMO—4,442——4,442
Commercial MBS—1,782——1,782
Other agencies—113——113
Municipal securities—254,090—4,115
Corporate debt—175——175
Asset-backed securities—22138—259
Private-label CMO—8123—104
Other securities/sovereign debt—10——10
Total available-for-sale securities5,41016,5244,151—26,085
Other securities302——32
Loans held for sale—817——817
Loans held for investment—10863—171
MSRs——576—576
Other assets:
Derivative assets—4939(291)211
Assets held in trust for deferred compensation plans211———211
Liabilities
Short-term borrowings (2)5712——69
Long-term debt—1,299——1,299
Derivative liabilities—5026(163)345

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

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

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Fair Value Measurements at Reporting Date UsingNetting Adjustments (1)Total
(dollar amounts in millions)Level 1Level 2Level 3
At December 31, 2024
Assets
Trading account securities$1$52$—$—$53
Available-for-sale securities:
U.S. Treasury securities6,556———6,556
Residential MBS—10,017——10,017
Residential CMO—3,345——3,345
Commercial MBS—1,752——1,752
Other agencies—130——130
Municipal securities—343,954—3,988
Corporate debt—1,055——1,055
Asset-backed securities—26249—311
Private-label CMO—8821—109
Other securities/sovereign debt—10——10
Total available-for-sale securities6,55616,6934,024—27,273
Other securities292——31
Loans held for sale—652——652
Loans held for investment—11261—173
MSRs——573—573
Other assets:
Derivative assets—6064(344)266
Assets held in trust for deferred compensation plans191———191
Liabilities
Long-term debt—821——821
Derivative liabilities—6662(90)578

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

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

Level 3 Fair Value Measurements
Available-for-sale securitiesLoans held for investment
(dollar amounts in millions)MSRsDerivative instrumentsMunicipal securitiesPrivate- label CMOAsset-backed securities
Three months ended September 30, 2025
Opening balance$567$7$4,067$21$38$62
Transfers into Level 3—————3
Transfers out of Level 3 (1)—(14)————
Total gains (losses) for the period:
Included in earnings:
Mortgage banking income(1)12————
Other noninterest income—(4)————
Included in OCI——35———
Purchases/originations27—160———
Repayments—————(2)
Settlements(17)2(172)2——
Closing balance$576$3$4,090$23$38$63
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date$(1)$(1)$—$—$—$—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period——34———
Three months ended September 30, 2024
Opening balance$543$1$3,341$20$35$60
Transfers into Level 3—————3
Transfers out of Level 3 (1)—(8)————
Total gains (losses) for the period:
Included in earnings:
Mortgage banking income(25)10————
Other noninterest income—(16)————
Included in OCI——70———
Purchases/originations12—390———
Repayments—————(3)
Settlements(15)4(190)2(1)—
Closing balance$515$(9)$3,611$22$34$60
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date$(25)$2$—$—$—$—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period——68———
(1)Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held for sale, which is classified as Level 2.

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Level 3 Fair Value Measurements
Available-for-sale securitiesLoans held for investment
(dollar amounts in millions)MSRsDerivative instrumentsMunicipal securitiesPrivate- label CMOAsset-backed securities
Nine months ended September 30, 2025
Opening balance$573$2$3,954$21$49$61
Transfers into Level 3—————7
Transfers out of Level 3 (1)—(31)————
Total gains (losses) for the period:
Included in earnings:
Interest and fee income——(1)———
Mortgage banking income(16)34————
Other noninterest income—(10)————
Included in OCI——52———
Purchases/originations67—799———
Repayments—————(5)
Settlements(48)8(714)2(11)—
Closing balance$576$3$4,090$23$38$63
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date$(16)$4$—$—$—$—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period——48———
Nine months ended September 30, 2024
Opening balance$515$(2)$3,335$20$75$54
Transfers into Level 3—————11
Transfers out of Level 3 (1)—(19)————
Total gains (losses) for the period:
Included in earnings:
Interest and fee income——(1)(1)—(1)
Mortgage banking income721————
Other noninterest income—(24)————
Provision for credit losses——(2)———
Included in OCI——56———
Purchases/originations33—690——
Repayments—————(4)
Settlements(40)15(467)3(41)—
Closing balance$515$(9)$3,611$22$34$60
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date$7$2$—$—$—$—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period——52———
(1)Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held for sale, which is classified as Level 2.

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Assets and liabilities under the fair value option

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

TotalLoans that are 90 or more days past due
(dollar amounts in millions)Fair value carrying amountAggregate unpaid principalDifferenceFair value carrying amountAggregate unpaid principalDifference
At September 30, 2025
Assets
Loans held for sale$817$789$28$—$—$—
Loans held for investment171183(12)34(1)
Liabilities
Long-term debt1,2991,290(9)
At December 31, 2024
Assets
Loans held for sale$652$640$12$—$—$—
Loans held for investment173184(11)44—
Liabilities
Long-term debt821817(4)

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

Three Months EndedNine Months Ended
(dollar amounts in millions)ClassificationSeptember 30, 2025September 30, 2024September 30, 2025September 30, 2024
Loans held for saleMortgage banking income$1$5$16$2
Loans held for investmentMortgage banking income——(1)(1)
Long-term debtOther noninterest income—(3)(5)(5)

Assets and Liabilities measured at fair value on a nonrecurring basis

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

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)Total Losses
Three Months EndedNine Months Ended
(dollar amounts in millions)At September 30, 2025At December 31, 2024September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Collateral-dependent loans$37$192$(14)$(4)$(57)$(45)

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

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Significant unobservable inputs for assets and liabilities measured at fair value

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

Quantitative Information about Level 3 Fair Value Measurements (1)
At September 30, 2025At December 31, 2024
(dollar amounts in millions)Valuation TechniqueSignificant Unobservable InputRangeWeighted AverageRangeWeighted Average
Measured at fair value on a recurring basis:
MSRsDiscounted cash flowConstant prepayment rate7%-59%9%6%-43%8%
Spread over forward interest rate swap rates5%-10%6%5%-10%6%
Municipal securities and asset-backed securitiesDiscounted cash flowDiscount rate4%-4%4%4%-5%5%
Cumulative default—%-64%4%—%-39%4%
Loss given default (2)20%20%

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

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

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

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

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

Fair values of financial instruments

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

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

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

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

(dollar amounts in millions)Amortized CostLower of Cost or MarketFair Value or Fair Value OptionTotal Carrying AmountEstimated Fair Value
At September 30, 2025
Financial Assets
Cash and short-term assets$13,232$—$—$13,232$13,232
Trading account securities——818181
Available-for-sale securities——26,08526,08526,085
Held-to-maturity securities15,597——15,59713,869
Other securities838—32870870
Loans held for sale—6817823823
Net loans and leases (1)135,411—171135,582134,953
Derivative assets——211211211
Assets held in trust for deferred compensation plans——211211211
Financial Liabilities
Deposits (2)165,212——165,212165,212
Short-term borrowings183—69252252
Long-term debt16,016—1,29917,31517,571
Derivative liabilities——345345345
At December 31, 2024
Financial Assets
Cash and short-term assets$13,332$—$—$13,332$13,332
Trading account securities——535353
Available-for-sale securities——27,27327,27327,273
Held-to-maturity securities16,368——16,36814,086
Other securities792—31823823
Loans held for sale—2652654654
Net loans and leases (1)127,625—173127,798125,557
Derivative assets——266266266
Assets held in trust for deferred compensation plans——191191191
Financial Liabilities
Deposits (2)162,448——162,448162,455
Short-term borrowings199——199199
Long-term debt15,553—82116,37416,573
Derivative liabilities——578578578

(1)Includes collateral-dependent loans.

(2)Includes $1.3 billion and $1.5 billion in time deposits in excess of the FDIC insurance coverage limit at September 30, 2025 and December 31, 2024, respectively.

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

Estimated Fair Value Measurements at Reporting Date UsingNetting Adjustments (1)Estimated Fair Value
(dollar amounts in millions)Level 1Level 2Level 3
At September 30, 2025
Financial Assets
Trading account securities$2$79$—$—$81
Available-for-sale securities5,41016,5244,151—26,085
Held-to-maturity securities2,35411,515——13,869
Other securities (2)302——32
Loans held for sale—8176—823
Net loans and leases—108134,845—134,953
Derivative assets—4939(291)211
Financial Liabilities
Deposits—151,41313,799—165,212
Short-term borrowings57195——252
Long-term debt—12,4155,156—17,571
Derivative liabilities—5026(163)345
At December 31, 2024
Financial Assets
Trading account securities$1$52$—$—$53
Available-for-sale securities6,55616,6934,024—27,273
Held-to-maturity securities2,02312,063——14,086
Other securities (2)292——31
Loans held for sale—6522—654
Net loans and leases—113125,444—125,557
Derivative assets—6064(344)266
Financial Liabilities
Deposits—147,04515,410—162,455
Short-term borrowings—199——199
Long-term debt—11,2425,331—16,573
Derivative liabilities—6662(90)578

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

(2)Excludes securities without readily determinable fair values.

14. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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

At September 30, 2025At December 31, 2024
(dollar amounts in millions)Notional ValueAssetLiabilityNotional ValueAssetLiability
Derivatives designated as Hedging Instruments
Interest rate contracts$42,136$122$38$45,634$24$—
Foreign exchange contracts266—2250—5
Derivatives not designated as Hedging Instruments
Interest rate contracts47,55726138942,359456580
Foreign exchange contracts6,28761525,4657954
Equity contracts897326823202
Commodities contracts68523216832927
Credit contracts1603—2472—
Total contracts$97,988$502$508$95,461$610$668

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

Location of Gain or (Loss) Recognized in Income on DerivativeAmount of Gain or (Loss) Recognized in Income on Derivative
Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Interest rate contracts:
CustomerCapital markets and advisory fees$13$17$34$28
Mortgage bankingMortgage banking income92895
Foreign exchange contractsCapital markets and advisory fees13113733
Equity contractsOther noninterest income and other noninterest expense3(13)4(17)
Commodities contractsCapital markets and advisory fees—123
Credit contractsOther noninterest income(2)(6)(6)(14)
Total$36$38$80$38

Derivatives used in asset and liability management activities

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

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The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities at September 30, 2025 and December 31, 2024, identified by the underlying interest rate-sensitive instruments.

(dollar amounts in millions)Fair Value HedgesCash Flow HedgesEconomic HedgesTotal
At September 30, 2025
Instruments associated with:
Investment securities$5,287$—$—$5,287
Loans—26,25017526,425
Long-term debt10,599——10,599
Total notional value$15,886$26,250$175$42,311
At December 31, 2024
Instruments associated with:
Investment securities$10,987$—$—$10,987
Loans—23,30017523,475
Long-term debt11,347——11,347
Total notional value$22,334$23,300$175$45,809

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of assets and liabilities. Net amounts receivable or payable on contracts hedging either interest-earning assets or interest-bearing liabilities were accrued as an adjustment to either interest income or interest expense. Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for floors that were not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges reclassified from AOCI. The net amounts resulted in decreases to net interest income of $38 million and $57 million for the three-month periods ended September 30, 2025, and 2024, respectively, and decreases to net interest income of $63 million and $195 million for the nine-month periods ended September 30, 2025, and 2024, respectively.

Fair Value Hedges

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

Huntington has designated $5.3 billion of interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults, or other factors affecting the timing and amount of cash flows. The fair value portfolio level basis adjustment on our hedged MBS portfolio has not been attributed to the individual AFS securities in our Unaudited Consolidated Balance Sheets.

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

Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Interest rate contracts
Change in fair value of interest rate swaps hedging investment securities (1)$(40)$(295)$(302)$(263)
Change in fair value of hedged investment securities (1)38293299259
Change in fair value of interest rate swaps hedging long-term debt (2)16301231142
Change in fair value of hedged long-term debt (2)(16)(302)(231)(143)

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

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

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

Amortized CostCumulative Amount of Fair Value Hedging Adjustment To Hedged Items
(dollar amounts in millions)At September 30, 2025At December 31, 2024At September 30, 2025At December 31, 2024
Assets
Available-for-sale securities (1)$8,478$16,390$(160)$(458)
Liabilities
Long-term debt (2)11,07411,5898(223)

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

(2)Excluded from the above table are the cumulative amount of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $(46) million at September 30, 2025 and $(56) million at December 31, 2024.

Cash Flow Hedges

At September 30, 2025, Huntington had $26.3 billion of interest rate swaps and floors that are designated as cash flow hedges for variable-rate commercial loans. The change in the fair value of a derivative instrument designated as a cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings. The initial premium paid for the interest rate floor contracts represents the time value of the contracts and is not included in the measurement of hedge effectiveness. The initial premium paid is amortized on a straight-line basis as a reduction to interest income over the contractual life of these contracts.

At September 30, 2025, net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months totaled $19 million.

Derivatives used in mortgage banking activities

Mortgage loan origination hedging activity

Huntington uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock commitments and its mortgage loans held for sale. Mortgage loan sale commitments and the related interest rate lock commitments are carried at fair value on the Unaudited Consolidated Balance Sheets with changes in fair value reflected in mortgage banking income. Huntington’s mortgage origination hedging activity is related to economically hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties. The value of a newly originated mortgage is not firm until the interest rate is committed or locked. Forward commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate change. These derivatives were in a net asset position of $3 million at September 30, 2025 and $7 million at December 31, 2024. At September 30, 2025 and December 31, 2024, Huntington had commitments to sell residential real estate loans of $1.6 billion and $869 million, respectively. These contracts mature in less than one year.

MSR hedging activity

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

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Notional value$2,350$1,780
Trading liabilities1545
Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Trading gains (losses)$4$26$13$(3)

Derivatives used in customer-related activities

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

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

The net fair values of these derivative financial instruments, for which the gross amounts are included in other assets or other liabilities at September 30, 2025 and December 31, 2024, were $64 million and $72 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $49.7 billion and $45.2 billion at September 30, 2025 and December 31, 2024, respectively. Huntington’s credit risk from customer derivatives was $158 million and $76 million at the same dates, respectively.

Credit derivative instruments

Huntington enters into credit default swaps to hedge credit risk associated with certain loans and leases. These contracts are accounted for as derivatives, and accordingly, these contracts are recorded at fair value. The total notional value of credit contracts was $160 million and $247 million at September 30, 2025 and December 31, 2024, respectively. The position of these derivatives was a net asset of $3 million at September 30, 2025 and $2 million at December 31, 2024.

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

Huntington records derivatives at fair value as further described in Note 13 - “Fair Values of Assets and Liabilities”.

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

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

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

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

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net credit risk of $28 million and $192 million at September 30, 2025 and December 31, 2024, respectively. The net credit risk associated with derivatives is calculated after considering master netting agreements and is reduced by collateral that has been pledged by the counterparty.

At September 30, 2025, Huntington pledged $111 million of investment securities and cash collateral to counterparties, while other counterparties pledged $150 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.

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

Offsetting of Financial Assets and Derivative Assets
Gross amounts offset in the unaudited consolidated balance sheetsNet amounts of assets presented in the unaudited consolidated balance sheetsGross amounts not offset in the unaudited consolidated balance sheets
(dollar amounts in millions)Gross amounts of recognized assetsFinancial instrumentsCash collateral receivedNet amount
At September 30, 2025$502$(291)$211$(2)$(25)$184
At December 31, 2024610(344)266(5)(35)226
Offsetting of Financial Liabilities and Derivative Liabilities
Gross amounts offset in the unaudited consolidated balance sheetsNet amounts of liabilities presented in the unaudited consolidated balance sheetsGross amounts not offset in the unaudited consolidated balance sheets
(dollar amounts in millions)Gross amounts of recognized liabilitiesFinancial instrumentsCash collateral deliveredNet amount
At September 30, 2025$508$(163)$345$(65)$(40)$240
At December 31, 2024668(90)578(67)(316)195

15. VARIABLE INTEREST ENTITIES

Consolidated VIEs

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Assets
Net loans and leases$769$1,122
Other assets334264
Total assets$1,103$1,386
Liabilities
Long-term borrowings$694$1,023
Other liabilities123109
Total liabilities$817$1,132

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

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

Consolidated VIEs at September 30, 2025 and December 31, 2024 also included investments in LIHTC operating entities that were syndicated and where we serve as the general partner and manager. As manager of these entities, we have the power to direct the activities that most significantly impact economic performance, as well as an obligation to absorb significant expected losses, of the entities.

Unconsolidated VIEs

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

(dollar amounts in millions)Total AssetsTotal LiabilitiesMaximum Exposure to Loss
At September 30, 2025
Affordable housing tax credit partnerships$2,469$1,017$2,469
Trust preferred securities14248—
Other investments1,3671801,367
Total$3,850$1,445$3,836
At December 31, 2024
Affordable housing tax credit partnerships$2,382$1,065$2,382
Trust preferred securities14248—
Other investments1,2011681,201
Total$3,597$1,481$3,583

Affordable Housing and Other Tax Credit Investments

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

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

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Affordable housing tax credit investments$3,880$3,628
Less: amortization(1,411)(1,246)
Net affordable housing tax credit investments$2,469$2,382
Unfunded commitments$1,017$1,065

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

Three Months EndedNine Months Ended
(dollar amounts in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Tax credits and other tax benefits recognized$86$78$259$230
Proportional amortization expense included in provision for income taxes6863209189

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

Trust-Preferred Securities

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

Other Investments

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

16. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments to Extend Credit

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

(dollar amounts in millions)At September 30, 2025At December 31, 2024
Contract amount representing credit risk
Commitments to extend credit:
Commercial and industrial$42,656$37,422
Consumer loan portfolio20,90919,993
Commercial real estate2,6462,089
Standby letters of credit and guarantees on industrial revenue bonds802725

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

Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third-party. These conditional commitments are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions and mature within two years. Since the conditions under which Huntington is required to fund these conditional commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. The carrying amount of deferred revenue associated with these conditional commitments was $31 million and $27 million at September 30, 2025 and December 31, 2024, respectively.

Other Guarantees

Huntington provides guarantees to certain third-party investors in connection with the sale of syndicated affordable housing tax credits. These guarantees are generally in the form of make-whole provisions that are triggered if the underlying performance of LIHTC properties result in a shortfall to the third-party investors and remain in effect until the final associated tax credits are realized. The maximum amount guaranteed by the Company under these arrangements total approximately $281 million and $201 million at September 30, 2025 and December 31, 2024, respectively, and represents the guaranteed portion in these transactions where the make-whole provisions have not yet expired. As of September 30, 2025, the Company did not expect to be subject to any make-whole provisions under these guarantees.

Litigation and Regulatory Matters

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

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

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

For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss is $0 to $20 million at September 30, 2025 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. The estimated range of possible loss does not represent Huntington’s maximum loss exposure.

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

17. SEGMENT REPORTING

Huntington’s business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance. Huntington reports on two business segments: Consumer & Regional Banking and Commercial Banking. 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. For a description of our business segments, see Note 24 - “Segment Reporting” to the Consolidated Financial Statements appearing in Huntington’s 2024 Annual Report on Form 10-K.

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

Consumer & Regional BankingCommercial BankingTreasury / OtherHuntington Consolidated
(dollar amounts in millions)
Three months ended September 30, 2025
Net interest income (loss)$1,061$538$(93)$1,506
Provision for credit losses1211—122
Net interest income (loss) after provision (benefit) for credit losses940537(93)1,384
Noninterest income39321817628
Noninterest expense:
Direct personnel costs308152297757
Other noninterest expense, including corporate allocations541167(219)489
Total noninterest expense849319781,246
Income (loss) before income taxes484436(154)766
Provision (benefit) for income taxes10291(60)133
Income attributable to non-controlling interest—4—4
Net income (loss) attributable to Huntington$382$341$(94)$629
Three months ended September 30, 2024
Net interest income (loss)$1,050$529$(228)$1,351
Provision for credit losses1051—106
Net interest income (loss) after provision for credit losses945528(228)1,245
Noninterest income3381814523
Noninterest expense:
Direct personnel costs287144253684
Other noninterest expense, including corporate allocations512145(211)446
Total noninterest expense799289421,130
Income (loss) before income taxes484420(266)638
Provision (benefit) for income taxes10288(74)116
Income attributable to non-controlling interest—5—5
Net income (loss) attributable to Huntington$382$327$(192)$517

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Consumer & Regional BankingCommercial BankingTreasury / OtherHuntington Consolidated
(dollar amounts in millions)
Nine months ended September 30, 2025
Net interest income (loss)$3,018$1,564$(183)$4,399
Provision for credit losses30634—340
Net interest income (loss) after provision for credit losses2,7121,530(183)4,059
Noninterest income1,059557(23)1,593
Noninterest expense:
Direct personnel costs9074408032,150
Other noninterest expense, including corporate allocations1,601499(655)1,445
Total noninterest expense2,5089391483,595
Income (loss) before income taxes1,2631,148(354)2,057
Provision (benefit) for income taxes265241(155)351
Income attributable to non-controlling interest—14—14
Net income (loss) attributable to Huntington$998$893$(199)$1,692
Nine months ended September 30, 2024
Net interest income (loss)$3,013$1,579$(642)$3,950
Provision for credit losses22786—313
Net interest income (loss) after provision for credit losses2,7861,493(642)3,637
Noninterest income968490231,481
Noninterest expense:
Direct personnel costs8474297101,986
Other noninterest expense, including corporate allocations1,517454(573)1,398
Total noninterest expense2,3648831373,384
Income (loss) before income taxes1,3901,100(756)1,734
Provision (benefit) for income taxes292231(215)308
Income attributable to non-controlling interest—16—16
Net income (loss) attributable to Huntington$1,098$853$(541)$1,410
AssetsDeposits
(dollar amounts in millions)At September 30, 2025At December 31, 2024At September 30, 2025At December 31, 2024
Consumer & Regional Banking$81,412$78,841$110,043$111,390
Commercial Banking71,93766,91947,65143,366
Treasury / Other56,87958,4707,5187,692
Total$210,228$204,230$165,212$162,448

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