Huntington Bancshares 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

OR

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

For the transition period from to

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

Maryland	1-34073	31-0724920
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)		HBANP		The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)		HBANM		The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)		HBANL		The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock)		HBANZ		The Nasdaq Stock Market LLC
Common Stock—Par Value $0.01 per Share		HBAN		The Nasdaq Stock Market LLC
		Nasdaq Texas, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90

days. x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period

that the registrant was required to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

There were 2,027,130,587 shares of the registrant’s common stock ($0.01 par value) outstanding on March 31, 2026.

2 Huntington Bancshares Incorporated

Table of Contents

TABLE OF CONTENTS

HUNTINGTON BANCSHARES INCORPORATED

Form 10-Q for the quarter ended March 31, 2026

		Page Number
	Glossary of Acronyms and Terms	3
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	37
	Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	37
	Consolidated Statements of Income for the three months ended March 31, 2026 and 2025	38
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	39
	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025	40
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	41
	Notes to Unaudited Consolidated Financial Statements:	43
	Note 1 - Basis of Presentation	43
	Note 2 - Accounting Standards Update	43
	Note 3 - Business Combinations	43
	Note 4 - Investment Securities and Other Securities	49
	Note 5 - Loans and Leases	53
	Note 6 - Allowance for Credit Losses	60
	Note 7 - Mortgage Loan Sales and Servicing Rights	61
	Note 8 - Goodwill and Other Intangible Assets	62
	Note 9 - Borrowings	62
	Note 10 - Other Comprehensive Income	64
	Note 11 - Shareholders’ Equity	65
	Note 12 - Earnings Per Share	66
	Note 13 - Revenue from Contracts with Customers	67
	Note 14 - Fair Value of Assets and Liabilities	68
	Note 15- Derivative Financial Instruments	75
	Note 16 - Variable Interest Entities	79
	Note 17 - Commitments and Contingent Liabilities	81
	Note 18 - Segment Reporting	83
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
	Introduction	4
	Executive Overview	4
	Discussion of Results of Operations	8
	Risk Management:	12
	Credit Risk	12
	Market Risk	19
	Liquidity Risk	22
	Operational Risk	26
	Compliance Risk	27
	Capital	27
	Business Segment Discussion	29
	Additional Disclosures	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	84
Item 4.	Controls and Procedures	84
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	84
Item 1A.	Risk Factors	84
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85
Item 5.	Other Information	85
Item 6.	Exhibits	86
Signatures		87

2026 1Q Form 10-Q 3

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Glossary of Acronyms and Terms

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

document:

ACL	Allowance for Credit Losses		NAICS	North American Industry Classification System
AFS	Available-for-Sale		NALs	Nonaccrual Loans
ALCO	Asset-Liability Management Committee		NCO	Net Charge-off
ALLL	Allowance for Loan and Lease Losses		NII	Net Interest Income
AOCI	Accumulated Other Comprehensive Income (Loss)		NIM	Net Interest Margin
ASC	Accounting Standards Codification		NM	Not Meaningful
ASU	Accounting Standards Update		NPAs	Nonperforming Assets
AULC	Allowance for Unfunded Lending Commitments		OCC	Office of the Comptroller of the Currency
Basel III	Refers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013		OCI	Other Comprehensive Income (Loss)
Board	Board of Directors		OLEM	Other Loans Especially Mentioned
C&I	Commercial and Industrial		PCD	Purchased Credit Deteriorated
Cadence	Cadence Bank		ROC	Risk Oversight Committee
CDI	Core Deposit Intangible		RV	Recreational Vehicle
CDS	Credit Default Swap		SBA	Small Business Administration
CECL	Current Expected Credit Losses		SCB	Stress Capital Buffer
CET1	Common Equity Tier 1		SEC	Securities and Exchange Commission
CFPB	Bureau of Consumer Financial Protection		SOFR	Secured Overnight Financing Rate
CLN	Credit Linked Note		SPE	Special Purpose Entity
CME	Chicago Mercantile Exchange		TBA	To Be Announced
CMO	Collateralized Mortgage Obligations		U.S.	United States of America
CRE	Commercial Real Estate		U.S. Treasury	U.S. Department of the Treasury
EOP	End of Period		Veritex	Veritex Holdings, Inc.
EVE	Economic Value of Equity		VIE	Variable Interest Entity
FDIC	Federal Deposit Insurance Corporation		XBRL	eXtensible Business Reporting Language
Fed Fund	The targeted rate by the Federal Reserve to secure overnight funding
Federal Reserve	Board of Governors of the Federal Reserve System
FFIEC	Federal Financial Institutions Examination Council
FHLB	Federal Home Loan Bank
FOMC	Federal Open Market Committee
FRB	Federal Reserve Bank
FTE	Fully-Taxable Equivalent
FTP	Funds Transfer Pricing
FVO	Fair Value Option
GAAP	Generally Accepted Accounting Principles in the United States of America
GDP	Gross Domestic Product
HTM	Held-to-Maturity
IRS	Internal Revenue Service
Janney	Janney Montgomery Scott LLC
LIHTC	Low Income Housing Tax Credit
MBS	Mortgage-Backed Securities
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MSR	Mortgage Servicing Right

4 Huntington Bancshares Incorporated

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PART I. FINANCIAL INFORMATION

When we refer to “we,” “our,” “us,” “Huntington,” and “the Company” in this Quarterly Report on Form 10-Q

(this “report”), we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context

indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the

“Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.

INTRODUCTION

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and

headquartered in Columbus, Ohio. Through the Bank, we are committed to making people’s lives better, helping

businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of

our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit,

lending, and other banking and financial services. These include, but are not limited to, payments, mortgage

banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment

financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products

and services. As of March 31, 2026, we operated over 1,400 branches in 21 states, with our Commercial and Vehicle

Finance businesses delivering expertise nationally.

This MD&A provides information we believe necessary for understanding our financial condition, changes in

financial condition, results of operations, and cash flows. This MD&A provides only material updates to the MD&A

included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report on

Form 10-K”), and therefore, should be read in conjunction with the 2025 Annual Report on Form 10-K. This MD&A

should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited

Consolidated Financial Statements, and other information contained in this report.

In this MD&A we refer to FTE net interest income and FTE total revenue. These financial measures are not

required by, or calculated in accordance with GAAP, and may not be calculated the same as similarly titled measures

used by other companies. These financial measures should thus be considered as supplemental in nature and not

considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. For

a further description of these non-GAAP financial measures, see the "Non-GAAP Financial Measures" within the

“Additional Disclosures” section below.

EXECUTIVE OVERVIEW

Veritex and Cadence Acquisitions

Effective October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. (“Veritex”), a bank

holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with

Huntington as the surviving entity. Upon completion of the merger, Huntington issued 107 million shares of its

common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon

the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $1.7 billion.

Effective February 1, 2026, Huntington completed the acquisition of Cadence Bank (“Cadence”), a regional bank

headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington

National Bank, with Huntington National Bank as the surviving bank. Upon completion of the merger, Huntington

issued 462 million shares of its common stock to Cadence shareholders of record as of the merger date, in addition

to the conversion of certain Cadence equity awards into Huntington equity awards. Further, each outstanding share

of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive one

depositary share representing 1/1000 of a share of a newly created 5.50% Series L Non-Cumulative Perpetual

Preferred Stock of Huntington. Consideration from the transaction totaled $8.3 billion.

Historical periods reflect results of legacy Huntington operations. Subsequent to the closing of each respective

acquisition, results reflect combined post-acquisition activity. For further information on the Veritex and Cadence

acquisitions, refer to Note 3 - “Business Combinations” of the Notes to Unaudited Consolidated Financial

Statements.

2026 1Q Form 10-Q 5

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Financial Performance Review

Selected Financial Data

Table 1 - Selected Quarterly Income Statement Data
	Three Months Ended
(amounts in millions, except per share data)	March 31, 2026		March 31, 2025		Change
		Amount		Percent
Interest income	$3,086		$2,489		$597		24%
Interest expense	1,195		1,063		132		12
Net interest income	1,891		1,426		465		33
Provision for credit losses	158		115		43		37
Net interest income after provision for credit losses	1,733		1,311		422		32
Noninterest income	682		494		188		38
Noninterest expense	1,774		1,152		622		54
Income before income taxes	641		653		(12)		(2)
Provision for income taxes	114		122		(8)		(7)
Income after income taxes	527		531		(4)		(1)
Income attributable to non-controlling interest	4		4		—		—
Net income attributable to Huntington	523		527		(4)		(1)
Dividends on preferred shares	41		27		14		52
Net income applicable to common shares	$482		$500		$(18)		(4)%
Average common shares—basic	1,869		1,454		415		29%
Average common shares—diluted	1,901		1,482		419		28
Net income per common share—basic	$0.26		$0.34		$(0.08)		(24)
Net income per common share—diluted	0.25		0.34		(0.09)		(26)
Cash dividends declared per common share	0.155		0.155		—		—
Return on average total assets	0.81%		1.04%
Return on average common shareholders’ equity	7.2		11.3
Return on average tangible common shareholders’ equity (1)	11.6		16.7
Net interest margin (2)	3.24		3.10
Efficiency ratio (3)	67.2		58.9
Revenue and Net Interest Income—FTE (non-GAAP)
Net interest income	$1,891		$1,426		$465		33%
FTE adjustment (2)	19		15		4		27
Net interest income, FTE (non-GAAP) (2)	1,910		1,441		469		33
Noninterest income	682		494		188		38
Total revenue, FTE (non-GAAP) (2)	$2,592		$1,935		$657		34%

(1)Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common

shareholders’ equity, which represents a non-GAAP measure. Average tangible common shareholders’ equity equals average total common shareholders’

equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred taxes and

calculated assuming a 21% tax rate.

(2)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

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

(losses), which represents a non-GAAP measure.

6 Huntington Bancshares Incorporated

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Summary of 2026 First Quarter Results Compared to 2025 First Quarter

For the first quarter of 2026, we reported net income attributable to Huntington of $523 million, or $0.25 per

diluted common share, compared with $527 million, or $0.34 per di

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Huntington Bancshares Incorporated

Consolidated Balance Sheets (Unaudited)

	At March 31,		At December 31,
(dollar amounts in millions)	2026		2025
Assets
Cash and due from banks	$2,096		$1,783
Interest-earning deposits with banks	17,579		12,295
Trading account securities	199		63
Available-for-sale securities	35,557		26,132
Held-to-maturity securities	14,768		15,258
Other securities	1,281		994
Loans held for sale (includes $1,068 and $885, respectively, measured at fair value)	1,073		1,415
Loans and leases (includes $166 and $167, respectively, measured at fair value)	188,818		149,642
Allowance for loan and lease losses	(3,243)		(2,537)
Net loans and leases (1)	185,575		147,105
Bank-owned life insurance	3,673		2,902
Accrued income and other receivables	2,197		2,621
Premises and equipment	2,138		1,321
Goodwill	9,527		5,997
Servicing rights and other intangible assets	1,727		752
Other assets (1)	7,982		6,468
Total assets	$285,372		$225,106
Liabilities and shareholders’ equity
Liabilities
Deposits:
Demand deposits—noninterest-bearing	$40,839		$32,205
Interest-bearing	182,643		144,405
Total deposits	223,482		176,610
Short-term borrowings	1,875		1,261
Long-term debt (1) (includes $1,434 and $1,161, respectively, measured at fair value)	21,594		17,221
Other liabilities (1)	5,840		5,635
Total liabilities	252,791		200,727
Commitments and Contingent Liabilities (Note 17)
Shareholders’ equity
Preferred stock	2,881		2,731
Common stock	20		16
Capital surplus	25,273		17,244
Less treasury shares, at cost	(95)		(92)
Accumulated other comprehensive income (loss)	(2,059)		(1,908)
Retained earnings	6,515		6,351
Total Huntington shareholders’ equity	32,535		24,342
Non-controlling interest	46		37
Total equity	32,581		24,379
Total liabilities and equity	$285,372		$225,106
Common shares authorized (par value of $0.01)	2,250,000,000		2,250,000,000
Common shares outstanding	2,027,130,587		1,567,732,506
Treasury shares outstanding	7,269,138		7,187,541
Preferred stock, authorized shares	6,617,808		6,617,808
Preferred shares outstanding	891,900		885,000

(1)Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $576 million, $421 million, $512 million, and $147

million, respectively, at March 31, 2026, and $669 million, $431 million, $600 million, and $152 million, respectively, at December 31, 2025. See Note 16 -

“Variable Interest Entities” for additional information.

See Notes to Unaudited Consolidated Financial Statements

38 Huntington Bancshares Incorporated

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Huntington Bancshares Incorporated
Consolidated Statements of Income (Unaudited)
	Three Months Ended
(dollar amounts in millions, except per share data, share count in thousands)	March 31, 2026		March 31, 2025
Interest and fee income:
Loans and leases	$2,518		$1,905
Available-for-sale securities
Taxable	258		287
Tax-exempt	33		34
Held-to-maturity securities—taxable	99		108
Other securities—taxable	16		12
Other	162		143
Total interest income	3,086		2,489
Interest expense:
Deposits	920		810
Short-term borrowings	16		14
Long-term debt	259		239
Total interest expense	1,195		1,063
Net interest income	1,891		1,426
Provision for credit losses	158		115
Net interest income after provision for credit losses	1,733		1,311
Noninterest income:
Payments and cash management revenue	187		155
Wealth and asset management revenue	120		101
Customer deposit and loan fees	110		86
Capital markets and advisory fees	132		67
Mortgage banking income	32		31
Insurance income	21		20
Leasing revenue	13		14
Net gains (losses) on sales of securities	13		—
Other noninterest income	54		20
Total noninterest income	682		494
Noninterest expense:
Personnel costs	992		671
Outside data processing and other services	311		170
Equipment	93		67
Net occupancy	85		65
Professional services	44		22
Marketing	37		29
Deposit and other insurance expense	35		37
Amortization of intangibles	41		11
Lease financing equipment depreciation	3		4
Other noninterest expense	133		76
Total noninterest expense	1,774		1,152
Income before income taxes	641		653
Provision for income taxes	114		122
Income after income taxes	527		531
Income attributable to non-controlling interest	4		4
Net income attributable to Huntington	523		527
Dividends on preferred shares	41		27
Net income applicable to common shares	$482		$500
Average common shares—basic	1,869,397		1,454,498
Average common shares—diluted	1,900,647		1,481,879
Per common share:
Net income—basic	$0.26		$0.34
Net income—diluted	0.25		0.34

See Notes to Unaudited Consolidated Financial Statements

2026 1Q Form 10-Q 39

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Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended
(dollar amounts in millions)	March 31, 2026		March 31, 2025
Net income attributable to Huntington	$523		$527
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on available-for-sale securities, net of hedges	(76)		255
Net change related to cash flow hedges on loans	(76)		177
Translation adjustments, net of hedges	—		1
Change in accumulated unrealized losses for pension and other post-retirement obligations	1		—
Other comprehensive (loss) income, net of tax	(151)		433
Comprehensive income attributable to Huntington	372		960
Comprehensive income attributed to non-controlling interest	4		4
Comprehensive income	$376		$964

See Notes to Unaudited Consolidated Financial Statements

40 Huntington Bancshares Incorporated

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Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollar amounts in millions, share amounts in thousands)	Preferred Stock		Common Stock				Capital Surplus		Treasury Stock				AOCI		Retained Earnings		Huntington Shareholders’ Equity		Non- controlling Interest		Total Equity
Amount		Shares		Amount			Shares		Amount
Three months ended March 31, 2026
Balance, beginning of period	$2,731		1,574,920		$16		$17,244		(7,188)

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Quantitative and qualitative disclosures for the current period can be found in the Market Risk section of this

report, which includes changes in market risk exposures from disclosures presented in Huntington’s 2025 Annual

Report on Form 10-K.

Disclosure Controls and Procedures

Huntington maintains disclosure controls and procedures designed to ensure that the information required to be

disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange

Act), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and

forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is

accumulated and communicated to the issuer’s management, including its principal executive and principal financial

officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required

disclosure. Huntington’s management, with the participation of its Chief Executive Officer and Chief Financial

Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based upon such evaluation,

Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026,

Huntington’s disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially

affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

In accordance with the instructions to Part II, the other specified items in this part have been omitted because

they are not applicable, or the information has been previously reported.

Item 1: Legal Proceedings

Information required by this item is set forth in Note 17 - “Commitments and Contingent Liabilities” of the Notes

to Unaudited Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is

incorporated into this Item by reference.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully

consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which

could materially affect our business, financial condition, or results of operations.There have been no material

changes to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.

2026 1Q Form 10-Q 85

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) and (b)

Not Applicable

(c) In April 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common shares. The

timing of share repurchases depends upon marketplace conditions and other factors, and the program remains

subject to the discretion of our Board of Directors.

The table below presents information with respect to purchases made by or on behalf of the Company or any

“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (the

"Exchange Act")), for each of the three months in the period ended March 31, 2026:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2026 to January 31, 2026	—		$—		$—		$1,000,000,000
February 1, 2026 to February 28, 2026	1,490,392		16.77		1,490,392		975,000,016
March 1, 2026 to March 31, 2026	7,495,154	(2)	16.75		7,462,877		850,000,024
Total	8,985,546		$16.75		8,953,269		$850,000,024

(1)The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly-

announced share repurchase authorizations.

(2)Includes 32,277 shares purchased in open-market transactions by Stephen D. Steinour, our Chief Executive Officer, who may be deemed to be an

“affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act. The shares were not purchased as part of a repurchase plan or program.

On April 22, 2026, our Board of Directors approved a new share repurchase authorization of up to $3.0 billion of

our common shares, replacing the prior authorization. The timing of share repurchases depends upon marketplace

conditions and other factors, and the program remains subject to the discretion of our Board of Directors.

Trading Plans

During the three months ended March 31, 2026, officer Marcy Hingst, Senior Executive Vice President and

General Counsel, adopted a trading plan on March 9, 2026, intended to satisfy the conditions under Rule 10b5-1(c)

of the Exchange Act. Ms. Hingst’s plan is for the vesting and sale of up to 49,650 shares of common stock underlying

restricted share units in amounts and prices determined in accordance with formulae set forth in the plan. The plan

terminates on the earlier of the date all the shares under the plan are sold and March 19, 2027.

86 Huntington Bancshares Incorporated

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Exhibit Index

This report incorporates by reference the documents listed below that we have previously filed with the SEC.

The SEC allows us to incorporate by reference information in this document. The information incorporated by

reference is considered to be a part of this document, except for any information that is superseded by information

that is included directly in this document.

The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like

us, who file electronically with the SEC. The address of the website is http://www.sec.gov. The reports and other

information filed by us with the SEC are also available free of charge on the Investor Relations portion of our

website. The address of the website is http://www.ir.huntington.com. Except as specifically incorporated by

reference into this Quarterly Report on Form 10-Q, information on those websites is not part of this report. Our

reports, proxy statements, and other information about us are also available for inspection at the offices of the

Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.

Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference
2.1	Agreement and Plan of Merger, dated as of July 13, 2025, by and between Huntington Bancshares Incorporated and Veritex Holdings, Inc.	Current Report on Form 8-K dated July 17, 2025.	001-34073	2.1
2.2	Agreement and Plan of Merger, dated as of October 26, 2025, by and among Huntington Bancshares Incorporated, The Huntington National Bank, and Cadence Bank	Current Report on Form 8-K dated October 26, 2025.	001-34073	2.1
3.1	Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.	Current Report on Form 8-K dated January 16, 2019.	001-34073	3.2
3.2	Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.	Current Report on Form 8-K dated May 28, 2020.	001-34073	3.1
3.3	Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.	Current Report on Form 8-K dated August 5, 2020.	001-34073	3.1
3.4	Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.	Current Report on Form 8-K dated February 5, 2021.	001-34073	3.1
3.5	Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021.	Current Report on Form 8-K dated June 8, 2021.	001-34073	3.1
3.6	Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021.	Current Report on Form 8-K dated June 8, 2021.	001-34073	3.2
3.7	Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023.	Current Report on Form 8-K dated March 2, 2023.	001-34073	3.1
3.8	Articles Supplementary of Huntington Bancshares Incorporated, as of September 10, 2025.	Current Report on Form 8-K dated September 10, 2025.	001-34073	3.1
3.9	Articles Supplementary of Huntington Bancshares Incorporated, effective as of February 1, 2026.	Registration Statement on Form 8-A filed January 30, 2026.	001-34073	4.2
3.10	Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024.	Current Report on Form 8-K dated July 17, 2024.	001-34073	3.1
4.1	Instruments defining the Rights of Security Holders—reference is made to Articles Fifth and Eighth of Exhibit A to the Articles of Restatement of Huntington Bancshares Incorporated, as amended and supplemented.
22	Subsidiary Issuers of Guaranteed Securities	Annual Report on Form 10-K for year ended December 31, 2025	001-34073	22
31.1	*Rule 13a-14(a) Certification – Chief Executive Officer.
31.2	*Rule 13a-14(a) Certification – Chief Financial Officer.
32.1	**Section 1350 Certification – Chief Executive Officer.
32.2	**Section 1350 Certification – Chief Financial Officer.
101.INS	***The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH	*Inline XBRL Taxonomy Extension Schema Document
101.CAL	*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	*Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101 attachments)

• Filed herewith

** Furnished herewith

***The following material from Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 formatted in Inline XBRL: (1)

Unaudited Consolidated Balance Sheets, (2) Unaudited Consolidated Statements of Income, (3) Unaudited Consolidated Statements of Comprehensive

Income (4) Unaudited Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Consolidated Statements of Cash Flows, and (6) the

Notes to Unaudited Consolidated Financial Statements.

2026 1Q Form 10-Q 87

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HUNTINGTON BANCSHARES INCORPORATED

(Registrant)

Date:	April 30, 2026		/s/ Stephen D. Steinour
			Stephen D. Steinour
			Chairman, President, and Chief Executive Officer (Principal Executive Officer)
Date:	April 30, 2026		/s/ Zachary Wasserman
			Zachary Wasserman
			Chief Financial Officer (Principal Financial Officer)