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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended 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_Exception_Logo_Horizontal_RGB_Dark (002).jpg

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

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

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

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

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

Title of each classTrading 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)HBANPThe 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)HBANMThe 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)HBANLThe 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)HBANZThe Nasdaq Stock Market LLC
Common Stock—Par Value $0.01 per ShareHBANThe 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 filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

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

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

There were 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 Terms3
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)37
Consolidated Balance Sheets at March 31, 2026 and December 31, 202537
Consolidated Statements of Income for the three months ended March 31, 2026 and 202538
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 202539
Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 202540
Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 202541
Notes to Unaudited Consolidated Financial Statements:43
Note 1 - Basis of Presentation43
Note 2 - Accounting Standards Update43
Note 3 - Business Combinations43
Note 4 - Investment Securities and Other Securities49
Note 5 - Loans and Leases53
Note 6 - Allowance for Credit Losses60
Note 7 - Mortgage Loan Sales and Servicing Rights61
Note 8 - Goodwill and Other Intangible Assets62
Note 9 - Borrowings62
Note 10 - Other Comprehensive Income64
Note 11 - Shareholders’ Equity65
Note 12 - Earnings Per Share66
Note 13 - Revenue from Contracts with Customers67
Note 14 - Fair Value of Assets and Liabilities68
Note 15- Derivative Financial Instruments75
Note 16 - Variable Interest Entities79
Note 17 - Commitments and Contingent Liabilities81
Note 18 - Segment Reporting83
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations4
Introduction4
Executive Overview4
Discussion of Results of Operations8
Risk Management:12
Credit Risk12
Market Risk19
Liquidity Risk22
Operational Risk26
Compliance Risk27
Capital27
Business Segment Discussion29
Additional Disclosures32
Item 3.Quantitative and Qualitative Disclosures about Market Risk84
Item 4.Controls and Procedures84
PART II. OTHER INFORMATION
Item 1.Legal Proceedings84
Item 1A.Risk Factors84
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds85
Item 5.Other Information85
Item 6.Exhibits86
Signatures87

2026 1Q Form 10-Q 3

Table of Contents

Glossary of Acronyms and Terms

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

document:

ACLAllowance for Credit LossesNAICSNorth American Industry Classification System
AFSAvailable-for-SaleNALsNonaccrual Loans
ALCOAsset-Liability Management CommitteeNCONet Charge-off
ALLLAllowance for Loan and Lease LossesNIINet Interest Income
AOCIAccumulated Other Comprehensive Income (Loss)NIMNet Interest Margin
ASCAccounting Standards CodificationNMNot Meaningful
ASUAccounting Standards UpdateNPAsNonperforming Assets
AULCAllowance for Unfunded Lending CommitmentsOCCOffice of the Comptroller of the Currency
Basel IIIRefers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013OCIOther Comprehensive Income (Loss)
BoardBoard of DirectorsOLEMOther Loans Especially Mentioned
C&ICommercial and IndustrialPCDPurchased Credit Deteriorated
CadenceCadence BankROCRisk Oversight Committee
CDICore Deposit IntangibleRVRecreational Vehicle
CDSCredit Default SwapSBASmall Business Administration
CECLCurrent Expected Credit LossesSCBStress Capital Buffer
CET1Common Equity Tier 1SECSecurities and Exchange Commission
CFPBBureau of Consumer Financial ProtectionSOFRSecured Overnight Financing Rate
CLNCredit Linked NoteSPESpecial Purpose Entity
CMEChicago Mercantile ExchangeTBATo Be Announced
CMOCollateralized Mortgage ObligationsU.S.United States of America
CRECommercial Real EstateU.S. TreasuryU.S. Department of the Treasury
EOPEnd of PeriodVeritexVeritex Holdings, Inc.
EVEEconomic Value of EquityVIEVariable Interest Entity
FDICFederal Deposit Insurance CorporationXBRLeXtensible Business Reporting Language
Fed FundThe targeted rate by the Federal Reserve to secure overnight funding
Federal ReserveBoard of Governors of the Federal Reserve System
FFIECFederal Financial Institutions Examination Council
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee
FRBFederal Reserve Bank
FTEFully-Taxable Equivalent
FTPFunds Transfer Pricing
FVOFair Value Option
GAAPGenerally Accepted Accounting Principles in the United States of America
GDPGross Domestic Product
HTMHeld-to-Maturity
IRSInternal Revenue Service
JanneyJanney Montgomery Scott LLC
LIHTCLow Income Housing Tax Credit
MBSMortgage-Backed Securities
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
MSRMortgage Servicing Right

4 Huntington Bancshares Incorporated

Table of Contents

PART I. FINANCIAL INFORMATION

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

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

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

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

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