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Item 1A. Risk Factors

2026-02-13 compared with 2025-02-14 · 148 added, 53 removed, 332 unchanged (38% of the section changed)

The risks and uncertainties listed below present risks that could have a material impact on Huntington’s financial condition, the results of operations, or its business.

Risk Factors Summary

The following is a summary of material risks that could adversely affect Huntington’s business, financial condition, results of operation, or business.

• Our ACL level may prove to not be adequate or be negatively affected by credit risk exposures, which could adversely affect our net income and capital.

• Weakness in economic conditions could adversely affect our business.

• Our emphasis on commercial lending may expose us to increased lending risks.

• Changes in interest rates could reduce our net interest income, reduce transactional income, and negatively impact the value of our loans, securities, and other assets.

This could have an adverse impact on our cash flows, financial condition, results of operations, and capital.

• Inflation could negatively impact our business, our profitability, and our stock price.

• Industry competition may have an adverse effect on our success.

Liquidity Risks

• Changes in Huntington’s financial condition or in the general banking industry, or changes in interest rates, could result in a loss of depositor confidence.

• We are a holding company and depend on dividends from our subsidiaries for liquidity needs.

• If we lose access to capital markets, we may not be able to meet the cash flow requirements of our depositors, creditors, and borrowers, or have the operating cash needed to fund corporate expansion and other corporate activities.

• A reduction in our credit rating could adversely affect our access to capital and could increase our cost of funds.

• Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.

Operational Risks

• Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our operations, liquidity, and financial condition, as well as cause legal or reputational harm.

• We face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our colleagues, contractors, and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or reputation, and create significant legal and financial exposure.

• We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets.

• We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.

Acquisitions present several risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into Huntington after closing.

• Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price.

• We rely on quantitative models to measure risks and to estimate certain financial values.

• We rely on third parties to provide key components of our business infrastructure.

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• Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations.

• Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.

• Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers.

• We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.

Compliance Risks

• We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model.

• Legislative and regulatory actions taken now or in the future that impact the financial industry may materially adversely affect us by increasing our costs, adding complexity in doing business, impeding the efficiency of our internal business processes, negatively impacting the recoverability of certain of our recorded assets, requiring us to increase our regulatory capital, limiting our ability to pursue business opportunities, and otherwise resulting in a material adverse impact on our financial condition, results of operation, liquidity, or stock price.

• The resolution of significant pending litigation, if unfavorable, could have an adverse effect on our results of operations for a particular period.

• Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss.

• Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.

Strategic Risks

• We operate in a highly competitive industry which depends on our ability to successfully execute our strategic plan and adapt our products and services to evolving industry standards and consumer preferences.

• We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.

• Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S.

Basel III capital and liquidity standards, could require higher levels of capital and liquidity.

Among other things, these regulations could impact our ability to pay common stock dividends, repurchase common stock, attract cost-effective sources of deposits, or require the retention of higher amounts of low yielding securities.

Reputational Risk

• Damage to our reputation could significantly harm our business, including our competitive position and business prospects.

Cadence Merger Risks

• We are expected to incur substantial costs related to the Cadence Merger and integration.

• Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence Merger.

• The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operations.

• The combined company may be unable to retain Huntington or Cadence personnel successfully.

2025 Form 10-K 29

The risks and uncertainties listed below present risks that could have a material impact on Huntington’s financial condition, results of operations, or its business.

Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others.

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Additional risks and uncertainties not presently known to Huntington or that Huntington believes to be immaterial may also adversely affect its business.

Additionally, refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “ Risk Governance ” section of our MD&A.

Additionally, refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “ Risk Management ” section of our MD&A.

In addition to the other information included or incorporated by reference into this report, readers should carefully consider that the following important factors, among others, could negatively impact our business, future results of operations, and future cash flows materially.

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If the credit quality of our customer base materially decreases, if the risk profile of a market, industry, or group of customers changes materially, or if the ACL is not appropriate, our net income and capital could be materially adversely affected, which could have a material adverse effect on our financial condition and results of operations.

In addition, regulatory review of risk ratings and loan and lease losses may impact the level of the ACL and could have a material adverse effect on our financial condition and results of operations.

In addition, regulatory review of risk ratings and loan and lease losses may impact the level of our ACL and could have a material adverse effect on our financial condition and results of operations.

Weakness in economic conditions could adversely affect our business.

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Some of these impacts might occur even in the absence of an actual default or government shutdown as a consequence of extended political negotiations around the threat of such a default or government shutdown.

Our emphasis on commercial lending may expose us to increased lending risks.

At December 31, 2025, 60% of our loan portfolio was comprised of loans in our commercial loan portfolio, which includes commercial and industrial loans, commercial real estate loans, and lease financing.

While commercial loans are generally more interest rate sensitive and carry higher yields than residential mortgage loans, these types of loans generally expose a lender to greater risk of non-payment and loss than single-family residential mortgage loans because repayment of the loans often depend on the income stream of the borrowers or successful operation of the property.

Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to single-family residential mortgage loans.

At December 31, 2025, we had $1.7 billion of reserves specifically allocated to loans in our commercial loan portfolio.

We also monitor loan concentrations on an individual relationship and industry wide basis to evaluate the amount of risk we have in our loan portfolio.

Market Risks:

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In addition, the Federal Reserve’s monetary policies, including changes in the federal funds rate and increasing or reducing the size of its balance sheet, may also affect interest rates.

If our interest earning assets mature or reprice faster than interest bearing liabilities in a declining interest rate environment, net interest income could be materially adversely impacted.

Likewise, if interest bearing liabilities mature or reprice more quickly than interest earning assets in a rising interest rate environment, net interest income could be adversely impacted.

If our interest earning assets mature or reprice faster than interest bearing liabilities in a declining interest rate environment, our net interest income could be materially adversely impacted.

Likewise, if interest bearing liabilities mature or reprice more quickly than interest earning assets in a rising interest rate environment, our net interest income could be adversely impacted.

Changes in interest rates can affect the value of loans, securities, assets under management, and other assets, including mortgage servicing rights.

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For more information, refer to “ Market Risk ” section of the MD&A.

Certain investment securities, notably mortgage-backed securities, are sensitive to rising and falling rates.

2025 Form 10-K 31

Certain investment securities, notably mortgage-backed securities, are sensitive to rising and falling interest rates.

Generally, when rates rise, prepayments of principal and interest will decrease, and the duration of mortgage-backed securities will increase.

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Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise.

In addition to volatility associated with interest rates, the Company also has exposure to equity markets related to the investments within the benefit plans and other income from client-based transactions.

2024 Form 10-K 29

In addition to volatility associated with interest rates, the Company also has exposure to equity markets related to the investments within our benefit plans and other income from client-based transactions.

Inflation could negatively impact our business, our profitability, and our stock price.

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If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit extensions.

These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer.

These inflationary pressures could also result in missed earnings and budgetary projections causing our stock price to suffer.

Industry competition may have an adverse effect on our success.

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The Bank uses its liquidity to extend credit and to repay liabilities as they become due or as demanded by customers.

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Our primary source of liquidity is our large supply of deposits from consumer and commercial customers.

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While we make significant efforts to consider and plan for hypothetical disruptions in our deposit funding, market-related, geopolitical, or other events could impact the liquidity derived from deposits.

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We are a holding company and depend on dividends by our subsidiaries for liquidity needs.

We are a holding company and depend on dividends from our subsidiaries for liquidity needs.

Huntington is an entity separate and distinct from the Bank.

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We maintain a portfolio of highly rated, marketable securities that is available as a source of liquidity.

We may, from time-to-time, consider using our existing liquidity position to opportunistically retire outstanding securities in privately negotiated or open market transactions.

Capital markets disruptions can directly impact the liquidity of Huntington and the Bank.

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is susceptible to global events and volatility in financial markets.

For example, global conflicts (including the continuing conflicts involving Ukraine and the Russian Federation and those in the Middle East) or other similar events, as well as government actions of other restrictions in connection with such events, and trade negotiations between the U.S.

For example, global conflicts (including the continuing conflicts involving Ukraine and the Russian Federation and those in the Middle East) or other similar events, as well as government actions or other restrictions in connection with such events, and trade negotiations between the U.S.

and other nations could adversely impact economic and market conditions for the Company and its clients and counterparties.

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Any third-party disruption, compromise or failure, including any technology failure, cyber-attack or other information or security breach, termination, or constraint could, among other things, adversely affect our ability to effect transactions, service our clients, manage our exposure to risk, or expand our business.

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Our financial, accounting, data processing, backup, or other operational or security systems and infrastructure may also fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions, provide services, or otherwise conduct business.

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electrical, telecommunications, or other major service outages;

client access to our digital platforms and mobile applications;

disruptions in client access to our digital platforms and mobile applications;

disease pandemics;

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In addition, we may need to take our systems or infrastructure off-line if they become subject to a cyber-attack or other information or security breach, such as becoming infected with malware or a computer virus.

For more information on cybersecurity risks, see “ Risk Factors—Compliance Risks —We face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our employees, contractors, colleagues and customers, malware intrusion or data corruption attempts, and identity theft, that could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or reputation and create significant legal and financial exposure.”

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We frequently update our systems and infrastructure to support our operations and growth and to remain compliant with applicable laws, rules, and regulations.

This updating entails significant costs and creates risks associated with implementing new systems and integrating them with existing ones, including business interruptions.

These updates entail significant costs and create risks associated with implementing new systems and integrating them with existing ones, including business interruptions.

Implementation and testing of controls related to our computer systems and infrastructure, security monitoring, and retaining and training personnel required to operate our systems and infrastructure also entail significant costs.

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In addition, our ability to implement backup systems and infrastructure and other safeguards with respect to third-party systems or infrastructure is more limited than with respect to our own systems and infrastructure.

Even when a disruption, compromise, or failure is prevented, mitigated, or remediated in a timely manner, doing so may have required expending substantial resources and management attention or taking other actions that could adversely affect customer satisfaction or retention, as well as harm our reputation.

Even when a disruption, compromise, or failure is prevented, mitigated, or remediated in a timely manner, doing so may require substantial resources and management attention or other actions that could adversely affect customer satisfaction or retention, as well as harm our reputation.

We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms, or at all, or that our insurers will not deny coverage to any future claim.

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In addition, to access our network, products, and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.

2024 Form 10-K 33

We, our customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks or other information or security breaches.

We, along with our customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks or other information or security breaches.

These cyber-attacks or other information or security breaches include computer viruses, denial of service attacks, hacking, social engineering attacks (including phishing and smishing attacks) targeting our colleagues, contractors, and customers, malware intrusion or data corruption attempts, ransomware, improper access by employees or contractors, identity theft, and other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, destruction, or other processing of confidential, proprietary, personal, and other information of ours, our employees, our customers, or of third parties, damage our systems and infrastructure or otherwise materially disrupt our, our customers’, or other third parties’ network access or business operations.

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Despite efforts to ensure the integrity of our systems and implement controls, processes, policies, and other protective measures, we may not be able to anticipate all security breaches, nor may we be able to implement sufficient preventive measures against such cyber-attacks or other information or security breaches, which may result in material losses or consequences for us.

2025 Form 10-K 35

Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, including AI, and the use of the internet and telecommunications technologies to conduct financial transactions.

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The speed at which new vulnerabilities are discovered and exploited, often before security patches are published, continues to rise.

Remote work further increases the risk that we may experience cyber-attack or other information or security breaches as a result of our employees, colleagues, contractors, and other third parties with which we do business or upon which we rely working remotely on less secure systems and environments.

Remote work further increases the risk that we may experience cyber-attack or other information or security breaches as a result of our colleagues, contractors, and other third parties with which we do business or upon which we rely working remotely on less secure systems and environments.

The risk of a security breach caused by a cyber-attack or other information security breach at a third party with which we do business or upon which we rely, or by unauthorized access by such third party, has also increased in recent years.

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Due to applicable laws and regulations or contractual obligations, we may be held responsible for cyber-attacks or other information or security breaches attributed to such third parties as they relate to the information we share with them.

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Cyber-attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences.

Furthermore, the public perception that a cyber-attack or other information or security breach on our systems or infrastructure has been successful, whether or not this perception is correct, may damage our reputation with customers, clients, and third parties with which we do business.

Hacking of confidential, proprietary, personal, and other information and identity theft risks, in particular, could cause serious reputational harm.

Risks related to the hacking of confidential, proprietary, personal, and other information and identity theft risks, in particular, could cause serious reputational harm.

A successful penetration or circumvention of our cybersecurity measures could cause us serious negative consequences, including:

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We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or at all or that our insurers will not deny coverage to any future claim.

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We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets.

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These operational risks could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and the capital markets.

Moreover, negative public opinion can result from our actual or alleged conduct in any number of activities, including clients, products, and business practices;

Moreover, negative public opinion can result from our actual or alleged conduct in any number of activities, including relating to our customers, products, and business practices;

corporate governance;

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Negative public opinion can adversely affect our ability to attract and retain customers and can also expose us to litigation and regulatory action.

Relative to acquisitions, we incur risks and challenges associated with the integration of employees, accounting systems, and technology platforms from acquired businesses and institutions in a timely and efficient manner, and we cannot guarantee that we will be successful in retaining existing customer relationships or achieving anticipated operating efficiencies expected from such acquisitions.

Acquisitions may be subject to the receipt of approvals from certain governmental authorities, including the Federal Reserve, the OCC, and the DOJ, as well as the approval of our shareholders and the shareholders of companies that we seek to acquire.

These approvals for acquisitions may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the acquisitions.

Subject to requisite regulatory approvals, future business acquisitions may result in the issuance and payment of additional shares of stock, which would dilute current shareholders’ ownership interests.

Additionally, acquisitions may involve the payment of a premium over book and market values.

Therefore, dilution of our tangible book value and net income per common share could occur in connection with any future transaction.

We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.

Acquisitions present several risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into Huntington after closing.

Acquisitions of other companies or of financial assets, deposits, and other liabilities present risks and uncertainties to us, in addition to those presented by the nature of the business acquired, which may materially and adversely affect our results of operations.

Many of the same risks arise when we engage in strategic partnerships.

Our ability to analyze the risks presented by prospective acquisitions, as well as our ability to prepare in advance of closing and integration, may be limited to the extent that we cannot gather necessary or desirable information with respect to the business we are acquiring.

We may also make certain assumptions related to an acquisition that may prove to be inaccurate and that may limit the anticipated benefits (such as cost savings from synergies or strategic gains from being able to offer enhanced product sets) or make the acquisition more expensive or take longer to complete and integrate than anticipated.

Prior to closing, prospective acquirees are also subject to their own risks that we cannot manage or control.

Our ability to complete an acquisition may be dependent on regulatory agencies with responsibilities for reviewing or approving the transaction, which could delay, restrictively condition, or result in denial of an acquisition, or otherwise limit the benefits of the acquisition.

Changes in regulatory rules or standards or the application of those rules or standards, or future regulatory initiatives designed to promote competition or limit systematic risk and the potential for a financial institution to become too big to fail, may also limit our ability to complete an acquisition.

Acquisitions have their own risks that could impact the success of an acquisition and its integration into Huntington, such as:

• If a significant aspect of the value of the transaction is intellectual property, the extent to which the intellectual property may be utilized or protected and commercialized by Huntington.

• If the acquisition includes loan portfolios, the extent of actual credit losses and the required allowance for credit losses following completion of the acquisition.

• If the acquisition involves entering into new businesses or geographic or other markets, potential limitations on our ability to take advantage of those opportunities because of our inexperience with respect to them.

• The results of litigation and governmental investigations that may be pending at the time of the acquisition or that may be filed or commenced thereafter, because of an acquisition or otherwise, which are often hard to predict.

• Operational and compliance issues at an acquiree may not be fully identified or remediated until after the acquisition closes, potentially resulting in increased costs or penalties.

2025 Form 10-K 37

• Models used by an acquiree, such as for capital planning and credit loss accounting, may be designed or implemented in a manner different than at Huntington, and our necessary reliance on these for a period of time, could materially impact our financial position or results of operations to the extent that our estimates based on these models are inaccurate.

• Enterprise risk management systems, policies, and procedures may be different and less mature than those of Huntington, and our necessary reliance on those for a period of time may limit our ability to identify, monitor, manage, and report risks, or subject us to heightened regulatory, legal, operational, or reputational risk.

After closing, the success of an acquisition is partially dependent on our ability to retain and expand upon the acquired company’s customer base.

It is also frequently subject to risks related to human capital, including risks related to integrating the corporate culture of the acquired company and, to the extent being retained, the quality of leadership of the acquired company.

Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price.

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Banking regulators continue to focus on the models used by banks and bank holding companies in their businesses.

Some of our decisions that the regulators evaluate, including distributions to our shareholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information are insufficient.

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We rely on third parties to provide key components of our business infrastructure.

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Replacing a third-party service provider could also take a long period of time and result in increased expenses.

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Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations.

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Additionally, those bodies that establish and interpret the accounting standards (such as the FASB, SEC, and banking regulators) may change prior interpretations or positions on how these standards should be applied.

Any such changes could affect how we report our financial conditions and results of operations.

For further discussion, see Note 2 - “ Accounting Standards Update ” to the Consolidated Financial Statements.

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Our goodwill could become impaired in the future.

If goodwill were to become impaired, it could limit the ability of the Bank to pay dividends to Huntington, adversely impacting Huntington liquidity and ability to pay dividends or repay debt.

If goodwill were to become impaired, it could limit the ability of the Bank to pay dividends to Huntington, adversely impacting Huntington liquidity and ability to pay dividends to shareholders or repay debt.

Assumptions affecting our goodwill impairment evaluation include earnings projections, the discount rates used in the income approach to measure fair value, and observed peer multiples used in estimating the fair value under the market approach.

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Any such write down of goodwill or other acquisition-related intangibles will reduce Huntington’s earnings, as well.

2025 Form 10-K 39

Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers.

There is an increasing concern over the risks of climate change and related environmental sustainability matters.

The physical risks of climate change include discrete events, such as flooding and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.

The physical risks of climate change include discrete events, such as flooding, hurricanes, and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.

Under medium or longer-term scenarios, such events, if uninterrupted or unaddressed, could disrupt our operations or those of our customers or third parties on which we rely, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility.

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While the timing and severity of climate change may not be entirely predictable and our risk management processes may not be effective in mitigating climate risk exposure, we continue to build capabilities to identify, assess, and manage climate risks.

2024 Form 10-K 37

We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.

We use AI in connection with our business and operations.

We use AI in connection with our business and operations, including through the models we employ.

AI is complex and rapidly evolving, and the introduction of AI, a relatively new and emerging technology in the early stages of commercial use, into our business and operations may subject us to new or heightened legal, regulatory, ethical, operational, reputational, or other risks.

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If the AI that we use is deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal and regulatory action, brand or reputational harm, or other adverse impacts on our business and financial results.

Further, there can be no assurance that our use of AI will be successful in enhancing our business or operations or otherwise result in our intended outcomes, and our competitors may incorporate AI into their businesses or operations more quickly or more successfully than us.

Further, there can be no assurance that our use of AI will be successful in enhancing our business or operations, be successfully adopted and deployed by our colleague base, or otherwise result in our intended outcomes, and our competitors may incorporate AI into their businesses or operations more quickly or more successfully than us.

AI and the use thereof is also subject to a variety of existing laws and regulations, including fair lending, consumer protection, intellectual property, cybersecurity, data privacy, and equal opportunity, and is expected to be subject to new laws and regulations or new applications of existing laws and regulations.

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Any actual or perceived failure to address risks or concerns relating to the use of AI, whether unfounded or not, could adversely affect our business and operations.

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Compliance Risks:

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Further, any new laws, rules, and regulations could make compliance more difficult or expensive or otherwise adversely affect our business and financial condition.

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Under the supervision of the CFPB, our consumer and business banking products and services are subject to heightened regulatory oversight and scrutiny with respect to compliance under consumer laws and regulations.

We may face a greater number or wider scope of investigations, enforcement actions, and litigation in the future related to consumer practices, thereby increasing costs associated with responding to or defending such actions.

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In addition, if we do not appropriately comply with current or future legislation and regulations, especially those that apply to our consumer operations, which has been an area of heightened focus, we may be subject to fines, penalties or judgments, or material regulatory restrictions on our businesses, which could adversely affect operations and, in turn, financial results.

We expect the Trump administration will seek to implement a regulatory reform agenda that is significantly different than that of the Biden administration.

We expect there will be changes in rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.

The Trump administration has sought to implement a regulatory reform agenda that is significantly different than that of the Biden administration.

There have been changes in rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.

The evolving regulatory and supervisory environment and uncertainty about the timing and scope of future laws, regulations, and policies may contribute to decisions we may make to suspend, reduce, or withdraw from existing businesses, activities, or initiatives, which may result in potential lost revenue or significant restructuring or related costs or exposures.

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In addition, regulatory responses in connection with severe market downturns or unforeseen stress events may alter or disrupt our planned future strategies and actions.

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Treasury market could have a negative impact on perceptions about the strength and soundness of our business even if we are not subject to the same adverse developments.

During 2023, the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank, respectively.

For example, during 2023, the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank, respectively.

The failure of other banks and financial institutions and the measures taken by governments and regulators in response to these events, including increased regulatory scrutiny and heightened supervisory expectations, could adversely impact our business, financial condition, and results of operations.

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For more information on litigation risks, see Note 22 - “ Commitments and Contingent Liabilities ” to the Consolidated Financial Statements.

2024 Form 10-K 39

Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss.

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As cybersecurity and data privacy risks for banking organizations and the broader financial system have significantly increased in recent years, cybersecurity and data privacy issues have become the subject of increasing legislative and regulatory focus.

For example, the federal bank regulatory agencies (namely, the Federal Reserve, FDIC and OCC) have proposed regulations that would enhance cyber risk management standards, which would apply to a wide range of large financial institutions and their third-party service providers, including us and the Bank, and would focus on cyber risk governance and management, management of internal and external dependencies, incident response, cyber resilience, and situational awareness.

Although the FDIC and OCC each withdrew this proposal, the Federal Reserve has not withdrawn its propose and may still propose such a rule.

For more information regarding applicable cybersecurity and data privacy legislation and regulations, refer to Item 1:

Business - “ Regulatory Matters .”

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We share, use, collect, disclose and otherwise process personal information of our customers and counterparties, including, but not limited to, personal financial information.

The sharing, use, collection, disclosure, and other processing of these types of information are governed by increasingly stringent and evolving legislation and regulations, the intent of which is to protect the privacy of personal information, including personal financial information.

The sharing, use, collection, disclosure, and other processing of this type of information is governed by increasingly stringent and evolving legislation and regulations, the intent of which is to protect the privacy of personal information, including personal financial information.

We may become subject to new legislation or regulations concerning cybersecurity and data privacy.

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Our public statements and documentation that provide promises and assurances about cybersecurity and data privacy can subject us to potential government or legal action if they are found to be deceptive, unfair, or misrepresent our actual practices.

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If cybersecurity or data privacy legislation or regulations are implemented, interpreted, or applied in a manner inconsistent with our current practices, or if we fail to comply (or are perceived to have failed to comply) with applicable legislation and regulation relating to cybersecurity and data privacy, we may be subject to fines, civil or criminal penalties, sanctions, litigation (including class actions), investigations or inquiries, or regulatory enforcement actions or ordered to change our business practices, policies, or systems in a manner that adversely impacts our operating results.

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Our success depends, in part, on our ability to successfully implement our strategic plan as well as adapt existing products and services and develop competitive new products and services demanded by our customers.

The widespread adoption of technologies will continue to require substantial investments to modify or adapt existing products and services and to develop new product or services.

Additionally, we may not be successful in executing our strategic plan, introducing new products or services, achieving market acceptance of new product or services, anticipating or reacting to customers changing preferences, or attracting and retaining loyal customers.

The widespread adoption of technologies will continue to require substantial investments to modify or adapt existing products and services and to develop new products or services.

Additionally, we may not be successful in executing our strategic plan, introducing new products or services, achieving market acceptance of new products or services, anticipating or reacting to customers changing preferences, or attracting and retaining loyal customers.

2025 Form 10-K 43

We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.

6 unchanged sentences

The loss of key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition, or operating results.

2024 Form 10-K 41

Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S.

12 unchanged sentences

Business - “ Regulatory Matters .”

Reputation Risk:

44 Huntington Bancshares Incorporated

Reputational Risk:

Damage to our reputation could significantly harm our business, including our competitive position and business prospects.

1 unchanged sentence

Significant harm to our reputation can arise from various sources, including officer, director, or employee misconduct, actual or perceived unethical behavior, conflicts of interest, security breaches, litigation or regulatory outcomes, compensation practices, failing to deliver minimum or required standards of service and quality, failing to address customer and agency complaints, compliance failures, unauthorized release, gathering, monitoring, misuse, loss, destruction or other processing of confidential, proprietary, personal, and other information due to cyber-attacks or other information or security breaches, disruptions, compromises or failures of our systems or infrastructure, perception of our corporate responsibility or environmental practices and disclosures, and the activities of our clients, customers, and counterparties, including vendors.

Reputation risk related to corporate policies and practices on corporate responsibility and ESG topics is increasingly complex.

Reputational risk related to corporate policies and practices on corporate responsibility and ESG topics is increasingly complex.

Divergent ideological and social views may create competing stakeholder, legislative, and regulatory scrutiny that may impact our reputation or operations.

5 unchanged sentences

All of these could adversely affect our growth, results of operation, and financial condition.

42 Huntington Bancshares Incorporated

Cadence Merger Risks:

We are expected to incur substantial costs related to the Cadence Merger and integration.

We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Cadence Merger Agreement.

These costs include legal, financial advisory, accounting, consulting and other advisory fees, public company filing fees and other regulatory fees and financial printing and other related costs.

We are expected to incur substantial costs in connection with the related integration of Cadence.

There are a large number of processes, policies, procedures, operations, technologies, and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration costs.

Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately.

These integration costs may result in us taking charges against earnings following the completion of the Cadence Merger, and the amount and timing of such charges are uncertain at present.

Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence Merger.

The success of the Cadence Merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Huntington and Cadence.

To realize the anticipated benefits and cost savings from the Cadence Merger, Huntington and Cadence must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized.

If Huntington and Cadence are not able to successfully achieve these objectives, the anticipated benefits of the Cadence Merger may not be realized fully or at all or may take longer to realize than expected.

In addition, the actual cost savings and anticipated benefits of the Cadence Merger could be less than anticipated, and integration may result in additional unforeseen expenses.

2025 Form 10-K 45

Prior to completion of the Cadence Merger on February 1, 2026, Huntington and Cadence operated independently.

It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures, and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors, and colleagues or to achieve the anticipated benefits and cost savings of the Cadence Merger.

Integration efforts between the two companies may also divert management attention and resources.

These integration matters could have an adverse effect on each of Huntington and Cadence during this transition period and for an undetermined period after completion of the Cadence Merger on the combined company.

The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operations.

Following the Cadence Merger, the size of the business of the combined company will increase significantly beyond the current size of either Huntington’s or Cadence’s business.

The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

The combined company may also become subject to higher regulatory and supervisory standards from governmental authorities as a result of the significant increase in the size of its business after the consummation of the Cadence Merger, which will cause Huntington to become subject to standards currently applicable to Category III banking organizations under the Federal Reserve’s Regulation YY, following the applicable transition period.

There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Cadence Merger.

The combined company may be unable to retain Huntington or Cadence personnel successfully.

The success of the Cadence Merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Huntington and Cadence.

It is possible that these employees may decide not to remain with Huntington or Cadence, as applicable.

If Huntington and Cadence are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Huntington and Cadence could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs.

In addition, if key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating the Bank and Cadence to hiring suitable replacements, all of which may cause the combined company’s business to suffer.

In addition, Huntington and Cadence may not be able to locate or retain suitable replacements for any key employees who leave any of the companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors