What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-14 compared with 2024-02-16 · 511 added, 536 removed, 1076 unchanged (49% of the section changed)

7 unchanged sentences

In March 2023, Huntington completed the sale of the RPS business and entered into an ongoing partnership with the purchaser.

The sale of our RPS business resulted in a $57 million gain including associated goodwill allocation, recorded within other noninterest income.

The sale of our RPS business resulted in a $57 million gain recorded within other noninterest income.

In June 2022, Huntington completed the acquisition of Capstone Partners, a top tier middle market investment bank and advisory firm.

The transaction brings a national scale to serve middle market business owners throughout the corporate lifecycle, building on Huntington’s regional banking foundation.

Capstone Partners related revenue, including mergers and acquisitions, capital raising and other advisory-related fees, is recognized within capital markets fees in the Consolidated Statements of Income.

For further information, refer to Note 3 - “ Business Combinations ” of the Notes to Consolidated Financial Statements.

In May 2022, Huntington completed the acquisition of Torana, now known as Huntington ChoicePay, a digital payments business focused on business to consumer payments.

The transaction brought a national scale to serve middle market business owners throughout the corporate lifecycle, building on Huntington’s regional banking foundation.

Capstone Partners related revenue, including mergers and acquisitions, capital raising, and other advisory-related fees, is recognized within capital markets and advisory fees in the Consolidated Statements of Income.

In May 2022, Huntington completed the acquisition of Digital Payments Torana, Inc., now known as Huntington ChoicePay, a digital payments business focused on business to consumer payments.

This acquisition, along with the formation of our enterprise-wide payments group, reflects one of our strategic priorities to accelerate our payments capabilities and expand the services provided to our customers.

In June 2021, Huntington closed the acquisition of TCF Financial Corporation.

TCF was a financial holding company headquartered in Detroit, Michigan with operations across the Midwest.

The acquisition brought increased scale and market density, as well as added new markets and capabilities.

Our operating results include the impact of TCF subsequent to the acquisition on June 9, 2021.

For further information, refer to Note 3 - “ Business Combinations ” of the Notes to Consolidated Financial Statements.

Reporting Updates

During the fourth quarter of 2023, we updated the presentation of our noninterest income categories to align product and service types more closely with how we strategically manage our business.

For a description of each updated noninterest income revenue stream refer to Note 15 - “ Revenue from Contracts with Customers ” of the Notes to the Consolidated Financial Statements.

During the fourth quarter of 2023, we revised our FTP methodology for non-maturity deposits, which has been enhanced to consider the internally modeled weighted average life by non-maturity deposit type.

In general, the impact of the FTP methodology revision resulted in a higher cost of funds allocation as compared with the previous method.

To align with our strategic priorities, during the second quarter of 2023, we completed an organizational realignment and now report on two business segments:

Consumer & Regional Banking and Commercial Banking.

The Treasury / Other function includes technology and operations, and other unallocated assets, liabilities, revenue, and expense.

Huntington’s business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance.

The organizational realignment primarily involved consolidating our previously reported Consumer and Business Banking, Vehicle Finance and RBHPCG, into one new business segment called Consumer & Regional Banking.

Reporting Update

During the fourth quarter of 2024, Huntington updated the presentation of our reported deposit categories to align more closely with how we strategically manage our business.

As a result, we now report our deposit composition in the following categories:

(1) demand deposits - noninterest bearing, (2) demand deposits - interest bearing, (3) money market, (4) savings, and (5) time deposits.

Prior period results have been adjusted to conform to the current presentation.

46 Huntington Bancshares Incorporated

During the second quarter of 2023, we revised our process for assessing and monitoring the risk and performance of non-real estate secured commercial loans, primarily loans to REITs.

These loans were reclassified from commercial real estate to the commercial and industrial loan category to align reporting with this process revision.

For the reporting updates discussed above, prior period results have been adjusted to conform to the current presentation.

2024 Financial Performance Review

7 unchanged sentences

Net interest income 5,345 (94) (2) 5,439 166 3 5,273

Provision for credit losses 402 113 39 289 264 NM 25

Provision for credit losses 420 18 4 402 113 39 289

Net interest income after provision for credit losses 4,925 (112) (2) 5,037 53 1 4,984

4 unchanged sentences

Income after income taxes 1,960 (11) (1) 1,971 (278) (12) 2,249

Income attributable to non-controlling interest 20 9 82 11 9 NM 2

Net income attributable to Huntington Bancshares Inc 1,951 (287) (13) 2,238 943 73 1,295

Income attributable to non-controlling interest 20 — — 20 9 82 11

Net income attributable to Huntington

1,940 (11) (1) 1,951 (287) (13) 2,238

Dividends on preferred shares 134 (8) (6) 142 29 26 113

Impact of preferred stock repurchases and redemptions (8) (8) NM — (11) NM 11

Impact of preferred stock redemptions and repurchases

5 13 NM (8) (8) NM —

Net income applicable to common shares $ 1,801 $ (16) (1) % $ 1,817 $ (308) (14) % $ 2,125

4 unchanged sentences

Cash dividends declared

0.62 — — 0.62 — — 0.62

Return on average total assets

0.99 % 1.04 % 1.25 %

Return on average common shareholders’ equity

10.4 11.2 13.2

Return on average tangible common shareholders’ equity (1)

15.7 17.6 20.7

Net interest margin (2)

3.00 3.19 3.25

Efficiency ratio (3)

60.5 61.0 56.9

Revenue and Net Interest Income—FTE (Non-GAAP)

7 unchanged sentences

$ 7,438 $ 36 — % $ 7,402 $ 117 2 % $ 7,285

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

Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill.

Expense for amortization of intangibles and average assets are net of deferred tax liability and calculated assuming a 21% tax rate.

(2) On an FTE basis assuming a 21% tax rate.

In 2023, we reported net income of $2.0 billion, a $287 million, or 13%, decrease from the prior year.

Earnings per common share on a diluted basis for the year were $1.24, down 14% from the prior year.

The current year reported net income was negatively impacted by the recognition of the FDIC DIF special assessment totaling $214 million, or $169 million after tax ($0.11 per common share), to recover the cost associated with protecting uninsured depositors as part of the 2023 bank failures and $69 million, or $55 million after tax ($0.04 per common share), of expense from staffing related initiatives and the consolidation of corporate locations.

The prior year’s reported net income was negatively impacted by acquisition-related expenses totaling $95 million, or $76 million after tax ($0.05 per common share).

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

2024 Form 10-K 47

Net interest income for 2023 was $5.4 billion, up $166 million, or 3%, from 2022.

FTE net interest income, a non-GAAP financial measure, increased $177 million, or 3%, from 2022.

The increase in FTE net interest income reflected an increase in earning asset yields and the benefit of a $8.3 billion, or 5%, increase in average earning assets, partially offset by higher cost of funds and a $15.3 billion, or 13%, increase in average interest-bearing liabilities.

Average earning asset growth included a $5.7 billion, or 5%, increase in loans and leases and a $4.5 billion, or 92%, increase in interest-earning deposits with banks, partially offset by a $1.4 billion, or 3%, decrease in average securities.

The growth in average interest-bearing liabilities included a $10.1 billion, or 10%, increase in average interest-bearing deposits and a $5.2 billion, or 46%, increase in average borrowings.

The provision for credit losses increased $113 million, or 39%, to $402 million, primarily driven by a combination of loan and lease growth and modest overall ACL coverage ratio builds throughout 2023 that is reflective of the current macroeconomic environment.

Summary of Results

In 2024, we reported net income of $1.9 billion, or $1.22 per diluted common share, compared with net income in 2023 of $2.0 billion, or $1.24 per diluted common share.

The current year reported net income was negatively impacted by additional expense attributable to the FDIC DIF special assessment totaling $28 million, or $23 million after tax ($0.02 per common share), and $20 million, or $16 million after tax ($0.01 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense.

The prior year’s reported net income was negatively impacted by the initial recognition of the FDIC DIF special assessment totaling $214 million, or $169 million after tax ($0.11 per common share), and $69 million, or $55 million after tax ($0.04 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense.

Net interest income was $5.3 billion in 2024, a decrease of $94 million, or 2%, from 2023.

FTE net interest income, a non-GAAP financial measure, decreased $83 million, or 2%, from 2023.

The decrease in FTE net interest income reflected a 19 basis point decrease in the FTE NIM to 3.00% and a $12.2 billion, or 9%, increase in average interest-bearing liabilities, partially offset by a $8.2 billion, or 5%, increase in average earning assets.

The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loans and leases and investment security yields.

The provision for credit losses increased $18 million, or 4%, to $420 million for 2024.

The ACL was $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024, compared to $2.4 billion, or 1.97% of total loans and leases, at December 31, 2023.

Noninterest income of $1.9 billion, decreased $60 million, or 3%, from the prior year primarily due to lower gain on sale of loans, customer deposit and loan fees, and mortgage banking income, in addition to $24 million of unfavorable mark-to-market on the pay-fixed swaptions program, partially offset by a $57 million gain on the sale of our RPS business and increases in payments and cash management revenue and wealth and asset management revenue.

Noninterest expense of $4.6 billion, increased $373 million, or 9%, from the prior year primarily due to the FDIC DIF special assessment of $214 million and an increase in personnel costs, partially offset by a decrease in acquisition-related expenses.

The modest increase in the total ACL was driven by a combination of loan and lease growth and increased net charge off activity in 2024, mostly offset by a decrease in the overall coverage ratios in 2024 that is reflective of the current macroeconomic environment.

Noninterest income of $2.0 billion, increased $119 million, or 6%, from the prior year, primarily due to increases in capital markets and advisory fees, wealth and asset management revenue, payments and cash management revenue, customer deposit and loan fees, and mortgage banking income, and $24 million of unfavorable mark-to-market on the pay-fixed swaptions program recognized in 2023, partially offset by a decrease in leasing revenue and a $57 million gain on the sale of our RPS business recognized in 2023.

Noninterest expense of $4.6 billion, decreased $12 million from the prior year primarily due to a reduction in the FDIC DIF special assessment of $186 million and lower staffing efficiencies and corporate real estate consolidation expense, partially offset by current year increases in personnel expense and outside data processing and other services.

Consolidated Balance Sheet and Capital Ratios

Total assets at December 31, 2024 were $204.2 billion, an increase of $14.9 billion, or 8%, compared to December 31, 2023.

The increase in total assets was primarily driven by increases in interest-earning deposits with banks of $3.6 billion, or 71%, and loans and leases of $2.5 billion, or 2%.

The increase in total assets was primarily driven by increases in loans and leases of $8.1 billion, or 7%, interest-earning deposits with banks of $2.9 billion, or 33%, and total securities of $2.6 billion, or 6%.

Total liabilities at December 31, 2024 were $184.4 billion, an increase of $14.5 billion, or 9%, compared to December 31, 2023.

The increase in total liabilities was primarily driven by increases in total deposits of $3.3 billion, or 2%, and borrowings of $1.3 billion, or 11%.

The tangible common equity to tangible assets ratio was 6.14% at December 31, 2023, up 59 basis points from December 31, 2022, primarily due to an increase in tangible common equity related to earnings, net of dividends, and a decrease in accumulated other comprehensive loss due in part from a modest decline in interest rates at year-end, partially offset by higher tangible assets.

CET1 risk-based capital ratio was 10.25%, up from 9.36% at December 31, 2022.

The increase in regulatory capital ratios was primarily driven by earnings and a decrease in risk-weighted assets, partially offset by dividends.

The decrease in risk-weighted assets was largely driven by the synthetic CRT related to an approximately $3 billion portfolio of on-balance sheet prime indirect auto loans.

The increase in total liabilities was primarily driven by increases in total deposits of $11.2 billion, or 7%, and long-term debt of $4.0 billion, or 32%.

The tangible common equity to tangible assets ratio was 6.1% at both December 31, 2024 and December 31, 2023, with an increase in tangible common equity offset by an increase in tangible assets.

The CET1 risk-based capital ratio was 10.5% at December 31, 2024, up from 10.2% at December 31, 2023.

The increase in CET1 was primarily due to current period earnings, net of dividends, partially offset by an increase in risk-weighted assets and a reduction in the CECL transitional amount.

The increase in risk-weighted assets was driven by loan growth, partially offset by the capital benefit of two CLN transactions completed during 2024.

48 Huntington Bancshares Incorporated

Business Overview

Our general business objectives are to:

• Build on our vision to be the country’s leading people-first, digitally powered bank;

• Drive sustainable long-term revenue growth and efficiency;

• Deliver a Category of One customer experience through our distinguished brand and culture;

• Extend our digital leadership with focus on ease of use, access to information, and self-service across products and services;

• Leverage expertise and capabilities to acquire and deepen relationships and launching of select partnerships;

• Deliver our Culture, Purpose, and Vision through a Differentiated Operating Model;

• Build on our vision to be the leading People-First, Customer-Centered bank in the country;

• Deliver top quartile performance through sustainable long-term profitable growth;

• Differentiate our culture, brand, and customer experience through expanded product offerings to drive digital acquisition, deepening, and retention, and leveraging partnerships and technology to grow customers and market share;

• Leverage our regional banking model and national franchise to drive scale, growth and expansion;

• Anticipate evolving customer needs to drive profitable growth;

• Maintain positive operating leverage and execute disciplined capital management;

• Provide stability and resilience through risk management, while maintaining an aggregate moderate-to-low, through-the-cycle risk appetite.

46 Huntington Bancshares Incorporated

Inflation continues to trend lower while remaining at levels above the Federal Reserve’s long run target.

The Federal Reserve has shifted policy to a more balanced interest rate view and continues to further evaluate the impact of their monetary tightening and the overall health of the economy.

The economy has continued to expand with fourth quarter of 2023 growth trending towards 2.0%.

Equity markets have remained buoyant anticipating easier policy from the Federal Reserve in 2024.

Further banking regulation has been delayed as recent regulatory proposals have been in their comment periods for an extended amount of time, with clarity on proposed amendments to the regulatory capital rule and long-term debt requirements for banks anticipated.

The consensus economic outlook assumes a soft landing through the first half of 2024 with modest growth in the second half of 2024.

Inflation is expected to continue to fall, approaching target levels of 2% by the third quarter of 2024, as the Federal Reserve actions will likely result in lower GDP growth and higher unemployment.

Our 2023 results reflect the execution of our growth strategy and leveraging the strength of our balance sheet, delivered through sustained deposit growth, bolstered capabilities across our payments and other fee revenue areas, and expansion of our CET1.

We have continued our disciplined management of credit consistent with our aggregate moderate-to-low, through-the-cycle risk appetite.

With our disciplined and proactive approach, we believe Huntington is well positioned to manage through the uncertain economic outlook on the horizon.

We remain focused on delivering profitable growth and driving value for our shareholders.

• Provide stability and resilience through disciplined risk management, while maintaining an aggregate moderate-to-low risk appetite.

Our 2024 results reflect strong organic growth, across both loans and deposits, supported by the combination of existing and new businesses.

Driven by our strong liquidity, capital, and credit, we invested in building existing business relationships, while expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals.

Credit continues to perform well, consistent with our aggregate moderate-to-low risk appetite.

We remain focused on delivering profitable growth and driving value for our shareholders, and believe Huntington is positioned to perform well through the dynamic environment.

The rate cutting cycle began in 2024, with a September 50 basis point cut and two fourth quarter 25 basis point cuts, bringing the cumulative amount of rate cuts to 100 basis points since the September FOMC meeting.

Inflation is still not within the Federal Reserve’s 2% target and has recently stopped trending lower.

Employment data has stabilized after showing notable deterioration in early and mid-2024.

The unemployment rate started the year at 3.8% and ended at 4.1%, holding relatively flat throughout the second half of 2024.

Taking these factors into consideration, recent commentary from Federal Reserve members has been more neutral and suggesting it may be appropriate for the Federal Reserve to hold interest rates at current levels, with limited rate cuts expected in 2025.

Recent economic data has been mixed.

The services sector continues to expand and prices paid for services remains high, which has been the main driver to overall inflation remaining elevated.

Retail sales have held up well, while manufacturing remains weak and is generally still slowly contracting.

Expectations are for the economy to hold up well for the first half of 2025, with more risks of a potential slowdown in the back half of the year.

Legislative and Regulatory

1 unchanged sentence

Business - “ Regulatory Matters ” section of this Form 10-K.

2024 Form 10-K 49

DISCUSSION OF RESULTS OF OPERATIONS

5 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2023 Form 10-K, filed with the SEC on February 16, 2024.

In addition, discussion of our results of operations for 2022 versus 2021 for noninterest income and business segment discussion where prior period results have been adjusted to conform to the current presentation are included within this MD&A.

Average Balance Sheet / Net Interest Income

Our primary source of revenue is net interest income, which is the difference between interest income from earning assets (primarily loans, leases, and securities), and interest expense of funding sources (primarily interest-bearing deposits and borrowings).

Our primary source of revenue is net interest income, which is the difference between interest income from earning assets (primarily loans and leases and securities), and interest expense from funding sources (primarily interest-bearing deposits and borrowings).

Earning asset balances and related funding sources, as well as changes in the levels of interest rates, impact net interest income.

3 unchanged sentences

Both the net interest margin and net interest spread are presented on an FTE basis, which means that tax-free interest income has been adjusted to a pretax equivalent income, assuming a 21% tax rate.

2023 Form 10-K 47

Information related to major components of our net interest income (FTE) and related yields are presented on the following table.

50 Huntington Bancshares Incorporated

Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis

Year Ended December 31,

Average Interest Income

Yield/ Average Interest Income

Yield/ Change from 2022 Average Balances

Average Interest Income/Expense

Yield/ Average Interest Income/ Expense

Yield/ Change in Average Balances

(dollar amounts in millions) Balances (FTE) (1)

2 unchanged sentences

Interest-earning deposits with banks $ 11,113 $ 598 5.38 % $ 9,309 $ 492 5.30 % $ 1,804 19 %

$ 9,309 $ 492 5.30 % $ 4,852 $ 83 1.70 % $ 4,457 92 %

Trading account securities 265 13 5.04 77 4 5.14 188 244

23 unchanged sentences

All other assets 9,427 8,663 764 9

Allowance for loan and lease losses (2,187) (2,083) (104) (5)

Total assets $ 196,260 $ 187,556 $ 8,704 5 %

3 unchanged sentences

Money market deposits 54,702 1,994 3.64 44,958 1,365 3.04 9,744 22

Savings and other domestic deposits 18,345 23 0.13 21,316 5 0.02 (2,971) (14)

Core certificates of deposit (4)

9,780 390 3.99 2,439 12 0.50 7,341 301

Other domestic deposits of $250,000 or more 354 13 3.56 233 1 0.47 121 52

Negotiable CDs, brokered and other deposits

4,697 234 4.98 3,838 75 1.96 859 22

Savings deposits 15,141 15 0.10 17,502 3 0.02 (2,361) (13)

Time deposits 15,343 705 4.60 11,042 426 3.86 4,301 39

Total interest-bearing deposits 125,587 3,572 2.84 113,403 2,497 2.20 12,184 11

1 unchanged sentence

Long-term debt 15,224 935 6.14 13,324 801 6.01 1,900 14

13,324 801 6.01 8,724 287 3.29 4,600 53

Total interest-bearing liabilities 141,958 4,576 3.22 129,808 3,477 2.68 12,150 9

7 unchanged sentences

Total equity 19,700 18,683 1,017 5

Total liabilities and shareholders’ equity

Total liabilities and equity

$ 196,260 $ 187,556 $ 8,704 5 %

Net interest rate spread 2.33 2.54

Impact of noninterest-bearing funds on margin 0.65 0.19

Net interest margin/NII (FTE)

Impact of noninterest-bearing funds on NIM

NII/NIM (FTE)

$ 5,398 3.00 % $ 5,481 3.19 %

3 unchanged sentences

(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

(4) Includes consumer certificates of deposit of $250,000 or more.

48 Huntington Bancshares Incorporated

2024 Form 10-K 51

Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued)

Year Ended December 31,

Average Interest Income

Yield/ Average Interest Income

Yield/ Change from 2021 Average Balances

Average Interest Income/ Expense

Yield/ Average Interest Income/ Expense

Yield/ Change in Average Balances

(dollar amounts in millions) Balances (FTE) (1)

2 unchanged sentences

Interest-earning deposits with banks $ 9,309 $ 492 5.30 % $ 4,852 $ 83 1.70 % $ 4,457 92 %

$ 4,852 $ 83 1.70 % $ 8,501 $ 12 0.13 % $ (3,649) (43) %

Trading account securities 77 4 5.14 32 1 4.14 45 141

23 unchanged sentences

All other assets 8,663 8,101 562 7

Allowance for loan and lease losses (2,083) (1,993) (90) (5)

Total assets $ 187,556 $ 178,768 $ 8,788 5 %

3 unchanged sentences

Money market deposits 44,958 1,365 3.04 37,555 187 0.50 7,403 20

Savings and other domestic deposits 21,316 5 0.02 17,357 5 0.03 3,959 23

Core certificates of deposit (4)

2,439 12 0.50 2,368 1 0.03 71 3

Other domestic deposits of $250,000 or more 233 1 0.47 353 1 0.21 (120) (34)

Negotiable CDs, brokered and other deposits

3,838 75 1.96 3,525 5 0.16 313 9

Savings deposits 17,502 3 0.02 20,619 3 0.01 (3,117) (15)

Time deposits 11,042 426 3.86 3,385 15 0.45 7,657 226

Total interest-bearing deposits 113,403 2,497 2.20 103,338 363 0.35 10,065 10

1 unchanged sentence

Long-term debt 13,324 801 6.01 8,724 287 3.29 4,600 53

8,724 287 3.29 7,479 43 0.57 1,245 17

Total interest-bearing liabilities 129,808 3,477 2.68 114,547 696 0.61 15,261 13

7 unchanged sentences

Total equity 18,683 18,294 389 2

Total liabilities and shareholders’ equity $ 178,768 $ 152,281 $ 26,487 17 %

Total liabilities and equity

$ 187,556 $ 178,768 $ 8,788 5 %

Net interest rate spread 2.54 3.06

Impact of noninterest-bearing funds on margin 0.19 0.03

Net interest margin/NII (FTE)

Impact of noninterest-bearing funds on NIM

NII/NIM (FTE)

$ 5,481 3.19 % $ 5,304 3.25 %

(1) FTE yields are calculated assuming a 21% tax rate.

(2) Average yield rates include the impact of applicable derivatives.

(2) Yield/rates include the impact of applicable derivatives.

Loan and lease and deposit average yield/rates also include impact of applicable non-deferrable and amortized fees.

(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

(4) Includes consumer certificates of deposit of $250,000 or more.

(5) Reflects the benefit of $89 million mark-to-market of interest rate caps for 2021.

There was no impact for 2022.

2023 Form 10-K 49

52 Huntington Bancshares Incorporated

The following table shows changes in fully-taxable equivalent interest income, interest expense, and net interest income due to volume and rate variances for major categories of earning assets and interest-bearing liabilities.

3 unchanged sentences

Previous Year Due To

FTE basis (2) Volume Yield/

Rate Total Volume Yield/

FTE basis (2) Volume Yield/Rate

Total Volume Yield/Rate

Loans and leases $ 205 $ 474 $ 679 $ 248 $ 1,750 $ 1,998

10 unchanged sentences

Net Interest Income

Net interest income for 2023 increased $166 million, or 3%, from 2022.

FTE net interest income, a non-GAAP financial measure, for 2023 increased $177 million, or 3%, from 2022.

The increase in FTE net interest income reflected an increase in yields on loans and leases and investment securities and an $8.3 billion, or 5%, increase in average total earning assets, partially offset by higher cost of funds and a $15.3 billion, or 13%, increase in average interest-bearing liabilities.

Net interest income for 2023 included $30 million of net interest income from purchase accounting accretion, compared to $61 million and $21 million from purchase accounting accretion and accelerated PPP loan fees recognized upon forgiveness payments from the SBA, respectively, in 2022.

Net interest income for 2024 was $5.3 billion, a decrease of $94 million, or 2%, from 2023.

FTE net interest income, a non-GAAP financial measure, decreased $83 million, or 2%, from 2023.

The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loans and leases and investment security yields.

Average Balance Sheet

Average assets of $187.6 billion for 2023 increased $8.8 billion, or 5%, from 2022, primarily due to increases in average loans and leases of $5.7 billion, or 5%, and average interest-earning deposits with banks of $4.5 billion, or 92%, partially offset by a decrease in average total securities of $1.4 billion, or 3%.

The increase in average loans and leases was driven by growth in average commercial loans and leases of $4.0 billion, or 6%, and average consumer loans of $1.6 billion, or 3%.

Average liabilities for 2023 increased $8.4 billion, or 5%, from 2022, primarily due to increases in average borrowings and deposits.

Average borrowings increased $5.2 billion, or 46%, driven by new debt issuances and higher FHLB borrowings reflecting actions taken as part of ongoing management of funding needs.

Total average deposits increased $2.5 billion, or 2%, primarily due to an increase in average interest-bearing deposits of $10.1 billion, or 10%, largely due to increases in average certificates of deposits and money market deposits, partially offset by a decrease in average noninterest-bearing deposits of $7.6 billion, or 18%.

Average shareholders’ equity for 2023 increased $371 million, or 2%, from 2022 primarily due to earnings net of dividends, a reduction in average accumulated other comprehensive loss driven by changes in interest rates, and the net issuance of preferred stock.

50 Huntington Bancshares Incorporated

Average assets for 2024 were $196.3 billion, an increase of $8.7 billion, or 5%, from 2023, primarily due to an increase in average loans and leases of $3.6 billion, or 3%, total securities of $2.8 billion, or 7%, and interest-earning deposits with banks of $1.8 billion, or 19%.

The increase in average loans and leases included growth in average consumer loans of $1.9 billion, or 4%, and average commercial loans and leases of $1.6 billion, or 2%.

Average liabilities for 2024 were $176.6 billion, an increase of $7.7 billion, or 5%, from 2023, primarily due to an increase in average deposits of $7.7 billion, or 5%, driven by an increase in average interest-bearing deposits of $12.2 billion, or 11%, partially offset by a decrease in noninterest-bearing deposits of $4.5 billion, or 13%.

The increase in average interest-bearing deposits was driven by increases in average money market deposits and time deposits, partially offset by a decrease in average savings deposits.

Average shareholders’ equity for 2024 was $19.7 billion, an increase of $1.0 billion, or 5%, from 2023, primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss.

Provision for Credit Losses

2 unchanged sentences

The provision for credit losses in 2024 was $420 million, an increase of $18 million, or 4%, from 2023.

The increase in provision expense over the prior year was driven by a combination of loan and lease growth and modest overall ACL coverage ratio builds throughout 2023 that is reflective of the current macroeconomic environment.

The components of the provision for credit losses were as follows:

The increase in provision expense over the prior year was driven by a combination of current year loan and lease growth and increased net charge off activity in 2024.

These increases were largely offset by a modest reduction in overall coverage ratios in 2024 that is reflective of the current macroeconomic environment.

2024 Form 10-K 53

The following table presents components of the provision for credit losses.

Table 4 - Provision for Credit Losses

2 unchanged sentences

Provision for loan and lease losses $ 361 $ 407 $ 212

Provision for unfunded lending commitments (5) 73 26

Provision (benefit) for unfunded lending commitments

Provision for securities 2 — 4

10 unchanged sentences

Capital markets and advisory fees 327 79 32 248 (17) (6) 265

Leasing revenue 112 (14) (11) 126 27 27 99

Mortgage banking income 130 21 19 109 (35) (24) 144

Leasing revenue 79 (33) (29) 112 (14) (11) 126

Insurance income 77 3 4 74 (5) (6) 79

Bank owned life insurance income 66 10 18 56 (13) (19) 69

Gain on sale of loans 14 (43) (75) 57 48 NM 9

Net gains (losses) on sales of securities (21) (14) NM (7) (7) NM —

1 unchanged sentence

Total noninterest income $ 2,040 $ 119 6 % $ 1,921 $ (60) (3) % $ 1,981

2023 noninterest income was $1.9 billion, a decrease of $60 million, or 3%, from the prior year.

Gain on sale of loans decreased $43 million, or 75%, primarily resulting from the strategic decision to retain the guaranteed portion of SBA loans at origination.

Customer deposit and loan fees decreased $38 million, or 11%, primarily due to program changes and a reduction in loan commitment fees.

Mortgage banking income decreased $35 million, or 24%, primarily reflecting lower secondary marketing spreads and lower salable volume.

Capital markets and advisory fees decreased $17 million, or 6%, primarily due to lower interest rate derivative and trading fees, partially offset by an increase in advisory fees.

Partially offsetting these decreases, other noninterest income increased $37 million, or 86%, primarily due to a $57 million gain on the sale of our RPS business, including associated goodwill allocation, partially offset by $24 million of unfavorable mark-to-market related to the pay-fixed swaptions program.

Wealth and asset management revenue increased $28 million, or 9%, primarily due to an increase in annuity commissions.

Payments and cash management revenue increased $24 million, or 4%, primarily due to higher debit and credit card transaction revenue.

2023 Form 10-K 51

Noninterest income was $2.0 billion, an increase of $119 million, or 6%, from the prior year.

Capital markets and advisory fees increased $109 million, or 70%, primarily reflecting higher advisory fees supported by the impact of Capstone Partners acquisition, in addition to an increase in syndication, foreign exchange, and interest rate derivative fees.

Payments and cash management revenue increased $60 million, or 12%, primarily due to the full-period impact on volume due to TCF customers, partially offset by program changes.

Gain on sale of loans increased $48 million primarily due to sales of SBA loans during the first through third quarters of 2022.

Customer deposit and loan fees increased $40 million, or 13%, primarily due to the full-period impact on volume due to TCF customers, partially offset by the impact from program changes.

Wealth and asset management revenue increased $31 million, or 12%, primarily due to the full-period impact of the TCF acquisition and an increase in sales.

Leasing revenue increased $27 million, or 27%, primarily due to the full-period impact of the TCF acquisition.

Partially offsetting these decreases, mortgage banking income decreased $165 million, or 53%, primarily reflecting lower salable volume and secondary marketing spreads and bank owned life insurance decreased $13 million, or 19%, primarily due to valuation adjustments and lower benefit claims.

Capital markets and advisory fees increased $79 million, or 32%, primarily due to higher advisory and underwriting fees.

Wealth and asset management revenue increased $36 million, or 11%, reflecting an increase in assets under management.

Payments and cash management revenue increased $35 million, or 6%, reflecting higher card and merchant acquiring transaction revenue.

Customer deposit and loan fees increased $22 million, or 7%, primarily reflecting higher deposit fees.

Mortgage banking income increased $21 million, or 19%, largely reflecting an increase in saleable spreads.

Partially offsetting these increases, leasing revenue decreased $33 million, or 29%, driven by lower income on terminated leases and operating lease income.

Other noninterest income decreased $30 million, or 19%, primarily due to items recognized in 2023, including a $57 million gain on the sale of our RPS business and $24 million of unfavorable mark-to-market on the pay-fixed swaptions program.

54 Huntington Bancshares Incorporated

Noninterest Expense

6 unchanged sentences

Outside data processing and other services 665 60 10 605 (5) (1) 610

Deposit and other insurance expense 302 235 NM 67 16 31 51

Equipment 267 4 2 263 (6) (2) 269

1 unchanged sentence

Marketing 116 1 1 115 24 26 91

Deposit and other insurance expense 114 (188) (62) 302 235 NM 67

Professional services 99 — — 99 22 29 77

5 unchanged sentences

19,932 (23) — % 19,955 35 — % 19,920

Noninterest expense was $4.6 billion, an increase of $373 million, or 9%, from the prior year.

Deposit and other insurance expense increased $235 million primarily due to the FDIC DIF special assessment of $214 million and the 2 basis point higher base assessment rate enacted for the banking industry at the beginning of 2023.

Personnel costs increased $128 million, or 5%, primarily due to $52 million of expense related to staffing efficiency initiatives, the impact of merit increases, and the impact of the Capstone Partners acquisition, partially offset by $8 million of acquisition-related expenses recognized in the prior year.

Marketing expense increased $24 million, or 26%, primarily reflecting actions taken to deepen and acquire new customer relationships.

Professional services expense increased $22 million, or 29%, primarily due to an increase in consulting fees related to regulatory and scale initiatives.

Partially offsetting these increases, lease financing equipment depreciation decreased $18 million, or 40%, and outside data processing and other services decreased $5 million, or 1%, primarily due to a decrease of $41 million in acquisition-related expenses, partially offset by higher technology investments.

Net occupancy remained unchanged as corporate real estate and branch consolidation expenses and a decrease in gain on sale of fixed assets were offset by $32 million in acquisition-related expenses recognized in the prior year.

52 Huntington Bancshares Incorporated

Noninterest expense was $4.6 billion, a decrease of $12 million from the prior year.

Deposit and other insurance expense decreased $188 million, or 62%, primarily due to a reduction in the FDIC DIF special assessment.

The FDIC DIF special assessment expense was $28 million in 2024, compared to $214 million in 2023.

Net occupancy decreased $25 million, or 10%, primarily due to higher corporate real estate and branch consolidation expenses recognized in the prior year.

Other noninterest expense decreased $21 million, or 6%, largely due to lower franchise and other taxes.

Partially offsetting these decreases, personnel costs increased $172 million, or 7%, primarily due to increases in salary, incentive compensation, and benefit expense, partially offset by a $33 million decrease in severance expense related to staffing efficiencies.

Outside data processing and other services increased $60 million, or 10%, primarily due to higher technology and data expense.

Provision for Income Taxes

3 unchanged sentences

Both years included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects.

The decrease in the effective tax rate was largely due to lower pretax income, higher general business credits and an increase in discrete tax benefits, partially offset by capital losses recognized in 2022.

The increase in the effective tax rate in 2024, compared to 2023, was primarily due to a decrease in tax benefits associated with qualified affordable housing projects and lower tax benefits from discrete items.

The net federal deferred tax asset was $684 million, and the net state deferred tax asset was $109 million at December 31, 2024.

As of December 31, 2023 and 2022, there was no valuation allowance on federal deferred taxes.

In 2023, a decrease of $1 million in the provision for state income taxes, net of federal tax effect, was recorded for the portion of state deferred tax assets that are not more likely than not to be realized, compared to a decrease of $3 million, net of federal tax effect, in 2022.

RISK MANAGEMENT AND CAPITAL

Risk Governance

Risk awareness, identification and assessment, reporting, and active management are key elements in overall risk management.

Controls include, among other, effective segregation of duties, access management, and authorization and reconciliation procedures, as well as staff education and a disciplined assessment process.

We use a multi-faceted approach to risk governance.

It begins with the Board of Directors, which has defined our risk appetite as aggregate moderate-to-low, through-the-cycle.

This does not preclude engagement in select higher risk activities.

Rather, the definition is intended to represent an aggregate view of where we want our overall risk to be managed.

Three Board committees primarily oversee implementation and monitoring of the risk appetite:

• Our Risk Oversight Committee assists the Board in overseeing management of material risks, the approval and monitoring of our capital position and plan that aligns to our overall aggregate moderate-to-low, through-the-cycle risk appetite, the risk governance structure, compliance with applicable laws and regulations, and determining adherence to the board’s stated risk appetite.

The ROC has oversight responsibility of our key risk exposures:

credit, market, liquidity, compliance, operational, strategic, and reputational.

Both our Chief Risk Officer and Credit Review Director report directly to the ROC.

This committee also oversees our capital management and planning process, ensures that the amount and quality of capital are adequate in relation to expected and unexpected risks, and that our capital levels exceed “well-capitalized” requirements.

• Our Technology Committee assists our Board in fulfilling its oversight responsibilities with respect to all technology and cybersecurity strategies and plans.

The Technology Committee is charged with evaluating Huntington’s capability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity.

Our Technology Committee provides oversight of technology investments and plans to drive efficiency as well as to meet defined standards for risk, information security, and redundancy.

Our Technology Committee oversees the allocation of technology costs and ensures that they are understood by the Board.

Our Technology Committee monitors and evaluates innovation and technology trends that may affect our strategic plans, including monitoring of overall industry trends.

The Technology Committee reviews and provides oversight of our continuity and disaster recovery planning and preparedness.

RISK MANAGEMENT

Risk Management Structure

Our risk management program is structured using three lines of defense, each of which is independent of the others:

• First-line consists of business segments engaged in activities designed to generate revenue or reduce expenses, provide operational support or technology services, or deliver products or services to customers.

• Second-line is Corporate Risk Management.

• Third-line consists of Internal Audit and Credit Review.

2024 Form 10-K 55

• Our Audit Committee oversees the integrity of the consolidated financial statements, including policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting.

The Audit Committee also provides assistance to our Board in overseeing the internal audit department and the independent registered public accounting firm’s qualifications and independence;

compliance with our Financial Code of Ethics for the chief executive officer and senior financial officers;

Segment Risk Officers are embedded in the first-line and report directly to business unit senior management and indirectly to the Chief Risk Officer.

They identify and monitor risk, elevate and remediate issues, establish controls, perform testing, and oversee the self-assessment process.

Second-line Corporate Risk Management oversees first-line risk-taking activity, establishes policies, sets operating limits, reviews new or modified products and processes, and is responsible for producing an independent assessment of the Company’s risk position relative to the Board’s risk appetite.

Third-line Internal Audit and Credit Review provide additional assurance that risk-related functions are operating as intended.

Risk Governance and Risk Appetite

Our Risk Governance Framework and Risk Appetite Statement are foundational to the risk management program.

The Risk Governance Framework defines the three lines of defense structure, roles, responsibilities, and requirements.

The Risk Appetite Statement is approved by our Board and defines the level and types of risks we are willing to assume to achieve our corporate objectives through defined risk limits for the seven key risk categories to which we are exposed:

• Credit risk , which is risk of loss due to loan and lease customers or other counterparties not being able to meet their financial obligations under agreed upon terms.

• Market risk , which includes interest rate and price risk.

Interest rate is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk.

Price risk results from changes in the value of either trading portfolios or other obligations that are entered into as part of distributing risk, primarily associated with market making, dealing, and position taking in interest rate, foreign exchange, equity, commodities, and credit markets.

• Liquidity risk , which is the risk that financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet obligations when they come due, and includes the inability to access funding sources, manage fluctuations in funding levels, or failure to recognize or address changes in market conditions that affect the Company’s ability to liquidate assets quickly and with minimal loss in value.

• Operational risk , which is the risk of loss and resilience arising from inadequate or failed internal processes, systems, models, data, human error or misconduct, or adverse external events.

Operational losses can result from internal fraud, external fraud, inadequate or inappropriate employment practices and workplace safety, failure to meet obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management.

• Compliance risk , which is risk arising from violations of laws, rules or regulations, or from non-conformance with laws, regulations, prescribed practices, internal policies and procedures, or ethical standards, and can expose the Company to fines, civil money penalties, payment of damages, and voiding of contracts.

• Strategic risk , which is risk arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment, and is a function of the Company’s strategic goals, business strategies, resources, and quality of implementation.

• Reputation risk , which is risk arising from negative public opinion that may impair the Company’s competitiveness by affecting its ability to establish new relationships or services or continue servicing existing relationships.

The Board has defined our risk appetite as aggregate moderate-to-low on a through-the-cycle basis.

While we engage in a limited amount of higher risk activity consistent with our strategic objectives, we ensure those positions are offset by lower risk positions.

Our second-line Corporate Risk Management maintains and enforces risk limits established in our Risk Appetite Statement for each of our seven risk pillars, which helps ensure we achieve our aggregate moderate-to-low risk appetite objective.

We have a robust risk assessment process which includes qualitative and quantitative components that assess our inherent risk, control environment, and residual risk, and enables us to report to the Board if we are operating within the risk appetite.

The process includes individual assessments from first-line business segments and independent second-line assessments for each risk pillar.

These are combined to produce an overall Enterprise Risk Assessment that includes, among other things, top and emerging risks and a determination of whether the Company is operating within its risk appetite.

56 Huntington Bancshares Incorporated

We have a broad range of controls that are factored into our assessments, including key controls, such as segregation of duties and access management, that are tested regularly.

We also have robust authorization and reconciliation procedures, as well as staff education and a disciplined risk assessment process.

Board Oversight

While the Board has three committees that primarily oversee implementation of the risk governance framework and risk appetite, the Risk Oversight Committee, Audit Committee, and Technology Committee, the full Board is engaged in discussing risks and monitoring our risk profile.

All committees report their deliberations and actions at each full Board meeting.

In addition, all scheduled committee meetings are open to all members of the Board, and committees regularly meet in joint sessions to discuss issues that are broadly applicable.

Our Board has unfettered access to senior executive officers, and the Board and committees regularly meet in executive session without management present.

• Our Risk Oversight Committee oversees implementation of the Risk Governance Framework and adherence to the Risk Appetite Statement, which takes the form of approving policies, frameworks, receiving regular reports, and engaging in discussion with Executive Management on topics for each of our risk pillars:

credit, liquidity, market, operational, compliance, strategic, and reputation risk.

The ROC also oversees capital management and ensures the amount and quality of capital are adequate in relation to expected and unexpected losses.

ROC oversees the administration, effectiveness, and independence of our Credit Review function, and the Credit Review Director reports directly to the ROC.

Our Chief Risk Officer reports to both the ROC and CEO.

• Our Audit Committee oversees integrity of our consolidated financial statements, including policies, procedures, and practices regarding the preparation of financial statements, the financial reporting process, disclosures, and internal control over financial reporting.

The Audit Committee oversees the Internal Audit department and the independent registered public accounting firm’s qualifications and independence;

compliance with our Financial Code of Ethics for the CEO and senior financial officers;

compliance with corporate securities trading policies;

1 unchanged sentence

and financial risk exposures in coordination with the ROC.

Our Audit and Risk Oversight Committees routinely hold executive sessions with our key officers engaged in accounting and risk management.

On a periodic basis, the two committees meet in joint session to cover matters relevant to both, such as the construct and appropriateness of the ACL, which is reviewed quarterly.

Our Chief Auditor reports directly to the Audit Committee.

• Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s capability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity.

It provides oversight of technology investments and plans to drive efficiency as well as to meet defined standards for risk, information security, and redundancy;

oversees allocation of technology costs and ensures that they are understood by the Board;

evaluates innovation and technology trends that may affect our strategic plans, including monitoring of overall industry trends;

and reviews and provides oversight of our continuity and disaster recovery planning and preparedness.

Overlapping or common topics are overseen by more than one committee.

On a regular basis, the ROC and Audit Committee meet in joint session to cover matters relevant to both committees’ responsibilities, including reviews of annual and quarterly filings, the methodology and level of the ACL, conduct risk, and others.

These committees routinely hold executive sessions with our key officers engaged in both accounting and risk management.

In addition, the ROC, Audit Committee, and Technology Committee oversee the effectiveness of management’s efforts to address risk issues in a timely, comprehensive, and sustainable manner, and regularly meet in in joint session to discuss.

All directors have access to information provided to each committee and all scheduled meetings are open to all directors.

Our Risk Oversight and Technology Committees hold joint sessions to cover matters relevant to both such as cybersecurity and IT risk and control projects and risk assessments.

Further, through our Human Resources and Compensation Committee, our Board seeks to ensure its overall compensation programs are balanced and align the interests of management, creditors, and shareholders.

We utilize a variety of compensation-related tools to induce appropriate behavior, including common stock ownership thresholds for the chief executive officer and certain members of senior management, equity deferrals, recoupment provisions, and the right to terminate compensation plans at any time.

Management has implemented an Enterprise Risk Management and Risk Appetite Framework.

Critically important is our self-assessment process, in which each first-line business segment produces an analysis of its risks and the strength of its risk controls.

The segment analyses are combined with assessments by our second-line risk management organization of major risk sectors (e.g., credit, market, liquidity, operational, compliance, strategic, and reputation) to produce an overall enterprise risk assessment.

Outcomes of the process include a determination of the quality of the overall control environment, the direction of risk, and our position compared to the Board’s defined risk appetite.

Management also utilizes a wide range of metrics (key risk indicators) to monitor risk positions throughout the Company.

In general, thresholds for each metric are established, which allows the Company to operate within an aggregate moderate-to-low, through-the-cycle risk appetite.

Deviations from the thresholds will indicate if the risk being measured exceeds desired tolerance, which may then necessitate corrective action.

We also have executive level committees to manage and oversee risk, including:

ALCO, Credit Policy and Strategy, Risk Management, and Capital Management.

Each committee focuses on specific categories of risk and is supported by a series of subcommittees that are tactical in nature.

We believe this structure helps ensure appropriate escalation of issues and overall communication of strategies.

Huntington utilizes three lines of defense with regard to risk management:

(1) business segments, (2) corporate risk management, and (3) internal audit and credit review.

To induce greater ownership of risk within our business segments, segment risk officers have been embedded in the business to identify and monitor risk, elevate and remediate issues, establish controls, perform self-testing, and oversee the self-assessment process.

Corporate Risk Management establishes policies, sets operating limits, reviews new or modified products/processes, oversees first-line risk-taking activity, and produces the enterprise risk assessment.

We utilize a variety of compensation-related tools to induce appropriate behavior, including common stock ownership thresholds for the CEO and certain members of senior management, equity deferrals, recoupment provisions, and the right to terminate compensation plans at any time.

The Chief Risk Officer has significant input into the design and outcome of incentive compensation plans.

Internal audit and credit review provide additional assurance that risk-related functions are operating as intended.

Huntington classifies/aggregates risk into seven risk pillars.

Huntington recognizes that risks can be interrelated or embedded within each other, and therefore managing across risk pillars is a key component of the framework.

The following defines the Company’s risk pillars:

• Credit risk , which is the risk of loss due to loan and lease customers or other counterparties not being able to meet their financial obligations under agreed upon terms;

• Market risk , which occurs when fluctuations in interest rates impact earnings and capital.

Financial impacts are realized through changes in the interest rates of balance sheet assets and liabilities (net interest margin) or directly through valuation changes of capitalized MSR and/or trading assets (noninterest income);

54 Huntington Bancshares Incorporated

• Liquidity risk , which is the risk to current or anticipated earnings or capital arising from an inability to meet obligations when they come due.

Liquidity risk includes the inability to access funding sources or manage fluctuations in funding levels.

Liquidity risk also results from the failure to recognize or address changes in market conditions that affect our ability to liquidate assets quickly and with minimal loss in value;

• Operational risk , which is the risk of loss arising from inadequate or failed internal processes or systems, including information security breaches or cyberattacks, human errors or misconduct, or adverse external events.

Operational losses result from internal fraud, external fraud, inadequate or inappropriate employment practices and workplace safety, failure to meet professional obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management;

• Compliance risk , which exposes us to money penalties, enforcement actions, or other sanctions as a result of non-conformance with laws, rules, and regulations that apply to the financial services industry;

• Strategic risk , which is defined as risk to current or anticipated earnings, capital, or enterprise value arising from adverse business decisions, improper implementation of business decisions or lack of responsiveness to industry / market changes;

• Reputation risk , which is the risk that negative publicity regarding an institution’s business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions.

2024 Form 10-K 57

Our Risk Governance structure also includes executive level committees to manage and oversee risk, which include Asset & Liability Management, Credit Policy & Strategy, Risk Management, Capital Management, Allowance, Incentive Compensation, Sarbanes-Oxley, and Disclosure Review.

These committees are strategic in nature and are supported by subcommittees that are tactical.

We believe this structure helps ensure appropriate escalation of issues, overall communication of strategies, and adherence to the Board’s risk appetite.

A comprehensive discussion of risk management and capital matters affecting us can be found in the Risk Factors section included in Item 1A:

6 unchanged sentences

We engage with other financial counterparties for a variety of purposes including investing, asset and liability management, mortgage banking, and trading activities.

A variety of derivative financial instruments, principally interest rate swaps, caps, swaptions, swaption collars, floors, forward contracts, and forward starting interest rate swaps are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements.

A variety of derivative financial instruments, principally interest rate swaps, swaptions, floors, forward contracts, and forward starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements.

We also use derivatives, principally loan sale commitments, in hedging our mortgage loan interest rate lock commitments and mortgage loans held for sale.

While there is credit risk associated with derivative activity, we believe this exposure is minimal.

(See Note 1 - " Significant Accounting Policies " of the Notes to Consolidated Financial Statements.)

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that we will incur a loss because the counterparty fails to meet its contractual obligations.

Notional values of interest rate swaps and other off-balance sheet financial instruments significantly exceed the credit risk associated with these instruments and represent contractual balances on which calculations of amounts to be exchanged are based.

Credit exposure is limited to the sum of the aggregate fair value of positions that have become favorable to us, including any accrued interest receivable due from counterparties.

Potential credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contract provisions.

We focus on the early identification, monitoring, and management of all aspects of our credit risk.

In addition to the traditional credit risk mitigation strategies of credit policies and processes, market risk management activities, and portfolio diversification, we use quantitative measurement capabilities utilizing external data sources, enhanced modeling technology, and internal stress testing processes.

Our ongoing expansion of portfolio management resources is central to our commitment to maintaining an aggregate moderate-to-low, through-the-cycle risk appetite.

Our disciplined portfolio management processes are central to our commitment to maintaining an aggregate moderate-to-low risk appetite.

In our efforts to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers.

2023 Form 10-K 55

The maximum level of credit exposure to individual credit borrowers is limited by policy guidelines based on the perceived risk of each borrower or related group of borrowers.

4 unchanged sentences

Each of these new products and opportunities goes through a rigorous development and approval process prior to implementation to ensure our overall objective of maintaining an aggregate moderate-to-low risk portfolio profile.

58 Huntington Bancshares Incorporated

The checks and balances in the credit process and the separation of the credit administration and risk management functions are designed to appropriately assess and sanction the level of credit risk being accepted, facilitate the early recognition of credit problems when they occur, and provide for effective problem asset management and resolution.

10 unchanged sentences

Total commercial 73,341 56 68,307 56

68,307 56 67,013 56

Residential mortgage 24,242 19 23,720 20

12,482 10 13,154 11

10,113 8 10,375 9

Automobile 14,564 11 12,482 10

Home equity 10,142 8 10,113 8

RV and marine

1 unchanged sentence

Other consumer 1,771 1 1,461 1

1,461 1 1,379 1

Total consumer 56,701 44 53,675 44

53,675 44 52,510 44

Total loans and leases $ 130,042 100 % $ 121,982 100 %

$ 121,982 100 % $ 119,523 100 %

56 Huntington Bancshares Incorporated

The following table reflects the composition and maturities of the loan and lease portfolio and the interest rate sensitivity of loans and leases due after one year.

Table 8 - Maturity Schedule of Loans and Leases and Interest Rate Sensitivity

Loans and Leases Due After 1 Year

Contractual Maturity Range

(dollar amounts in millions) Fixed Rate

Floating or Adjustable Rate

or Less One to

Five Years Five to

Fifteen Years After

Fifteen Years Total

At December 31, 2024

Commercial and industrial $ 11,498 $ 28,579 $ 16,732 $ 31,440 $ 7,461 $ 1,176 $ 56,809

Commercial real estate 650 6,343 4,085 6,084 862 47 11,078

Lease financing 4,717 344 393 3,327 911 823 5,454

Total commercial 16,865 35,266 21,210 40,851 9,234 2,046 73,341

Residential mortgage 9,678 14,552 12 85 1,512 22,633 24,242

Automobile 14,397 — 167 7,945 6,435 17 14,564

Home equity 2,735 7,268 139 219 2,108 7,676 10,142

RV and marine 5,980 — 2 183 3,309 2,488 5,982

Other consumer 755 624 392 1,111 231 37 1,771

Total consumer 33,545 22,444 712 9,543 13,595 32,851 56,701

Total loans and leases $ 50,410 $ 57,710 $ 21,922 $ 50,394 $ 22,829 $ 34,897 $ 130,042

Percent of total 17 % 38 % 18 % 27 % 100 %

2024 Form 10-K 59

Total commercial loans and leases were $73.3 billion at December 31, 2024 and represented 56% of our total loan and lease credit exposure at that date.

20 unchanged sentences

Our lease financing portfolio will utilize a variety of origination partners and third-party sources including equipment manufacturers, dealers, or vendors set up under program structures to generate transactions from a nationwide footprint.

High level business lines comprise of industrial finance, specialty finance, healthcare finance, technology finance, and specialized transportation, franchise, & government.

2023 Form 10-K 57

High level business lines comprise of industrial finance, specialty finance, healthcare finance, technology finance, and specialized transportation, franchise, and government.

60 Huntington Bancshares Incorporated

Total consumer loans were $56.7 billion at December 31, 2024 and represented 44% of our total loan and lease credit exposure at that date.

5 unchanged sentences

Huntington has not originated or acquired residential mortgages that allow negative amortization or allow the borrower multiple payment options.

Automobile – Automobile loans are comprised primarily of loans made through automotive dealerships and include exposure in selected states outside of our primary banking markets.

The exposure outside of our core footprint states represents 17% of the total exposure, with no individual state representing more than 6%.

Automobile – Automobile loans are comprised primarily of indirect loans made through automotive dealerships and include exposure in selected states outside of our primary banking markets.

The exposure outside of our core footprint states represents 19% of the total exposure, with no individual state representing more than 6% of the total exposure.

Applications are underwritten using an automated underwriting system that applies consistent policies and processes across the portfolio.

6 unchanged sentences

The underwriting for the floating rate lines of credit also incorporates a stress analysis for rising interest rates.

RV and marine – RV and marine loans are loans provided to consumers for the purpose of financing recreational vehicles and boats.

RV and marine – RV and marine includes loans provided to consumers primarily for the purpose of financing recreational vehicles and boats.

Loans are originated on an indirect basis through a series of dealerships across 35 states.

1 unchanged sentence

The current portfolio includes 39% of the balances within our core footprint states.

Other consumer – Other consumer loans primarily consists of consumer loans not secured by real estate, including credit cards, personal unsecured loans, and overdraft balances.

Other consumer – Other consumer loans primarily consist of consumer loans not included above, including credit cards, personal unsecured loans, and overdraft balances.

We originate these products within our established set of credit policies and guidelines.

4 unchanged sentences

There are no identified concentrations that exceed the assigned exposure limit.

Our concentration management policy is approved by the ROC and is used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low, through-the-cycle risk appetite.

Changes to existing concentration limits, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics, require the approval of the ROC prior to implementation.

58 Huntington Bancshares Incorporated

2024 Form 10-K 61

The table below provides our total loan and lease portfolio segregated by industry type.

5 unchanged sentences

Retail trade (2) 11,864 9 11,417 9

Manufacturing 7,183 6 7,809 7

Finance and insurance (1) 7,654 6 5,025 4

Manufacturing 7,173 6 7,183 6

Health care and social assistance (1) 5,295 4 4,464 4

8 unchanged sentences

and remediation services 1,681 1 1,498 1

Arts, entertainment, and recreation 1,366 1 1,424 1

Information (1) 1,647 1 1,291 1

Arts, entertainment, and recreation 1,646 1 1,366 1

Public administration 705 1 704 1

Agriculture, forestry, fishing, and hunting 454 — 455 —

Educational services 539 — 448 —

Agriculture, forestry, fishing, and hunting 478 — 454 —

Management of companies and enterprises 251 — 122 —

4 unchanged sentences

Automobile 14,564 11 12,482 10

Home Equity 10,113 8 10,375 9

10,142 8 10,113 8

RV and marine

5,982 5 5,899 5

Other consumer loans 1,771 1 1,461 1

Total loans and leases $ 130,042 100 % $ 121,982 100 %

(1) Non-real estate secured commercial loans to REITs, which are classified in the C&I loan category, are included in the real estate, finance and insurance, and

health care industry types.

(1) Includes non-real estate secured commercial loans to REITs, which are classified in the C&I loan category.

(2) Amounts include $4.2 billion and $3.3 billion of auto dealer services loans at December 31, 2024 and December 31, 2023, respectively.

2023 Form 10-K 59

Commercial Credit

7 unchanged sentences

In addition to disciplined and consistent judgmental factors, a sophisticated credit scoring process is used as a primary evaluation tool in the determination of approving a loan.

62 Huntington Bancshares Incorporated

In commercial lending, on-going credit management is dependent on the type and nature of the loan.

21 unchanged sentences

Our origination policies for the C&I portfolio include loan product-type specific policies such as LTV and debt service coverage ratios, as applicable.

60 Huntington Bancshares Incorporated

The C&I portfolio continues to have solid origination activity while we maintain a focus on high quality originations.

10 unchanged sentences

Subsequent to the origination of the loan, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations.

2024 Form 10-K 63

The following tables present our commercial real estate portfolio by property-type and geographic location.

22 unchanged sentences

Ohio 1,938 17 2,364 19

Illinois 904 7 872 6

Florida 1,064 10 733 6

Illinois 683 6 904 7

Texas 476 4 605 5

Pennsylvania 426 4 354 3

Minnesota 413 4 462 4

Wisconsin 407 3 431 3

Colorado 398 3 501 4

Virginia 393 3 138 1

California 387 3 247 2

Georgia 375 3 368 3

Colorado 362 3 398 3

Other 2,806 27 3,489 28

1 unchanged sentence

(1) Geographic location based on location of underlying collateral.

2023 Form 10-K 61

Our CRE portfolio totaled $11.1 billion at December 31, 2024, a decrease of $1.3 billion, or 11%, compared to December 31, 2023, driven by loan pay-offs and a decrease in new originations.

The CRE portfolio had an associated allowance coverage of 4.3% and 4.2% at December 31, 2024 and December 31, 2023, respectively.

With declines in demand and property values of office space across the country, the office sector continues to be an area of uncertainty.

Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.6 billion, or 1% of total loans and leases, as of December 31, 2024, compared to $1.8 billion, or 1% of total loans and leases, at December 31, 2023.

We have established ACL reserves of approximately 11% for our CRE office portfolio as of December 31, 2024, compared to approximately 10% at December 31, 2023.

At December 31, 2024, there was $37 million of outstanding balances in the office portfolio that were 30 or more days past due.

Appraisal values are obtained in conjunction with all originations and renewals, and on an as-needed basis, in compliance with regulatory requirements and to ensure appropriate decisions regarding the on-going management of the portfolio reflect the changing market conditions.

3 unchanged sentences

This highly individualized process requires working closely with all of our borrowers, as well as an in-depth knowledge of CRE project lending and the market environment.

Following the COVID-19 pandemic, remote work options have led to increased vacancy rates and underutilization of office space across the country.

Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.8 billion, or 1%, of total loans and leases, as of December 31, 2023.

We have established ACL reserves of approximately 10% for our office portfolio.

At December 31, 2023, there was $25 million of outstanding balances in the office portfolio that were 30 or more days past due.

LEASE FINANCING

We manage the risks inherent in the Lease Financing portfolio through external consumer and business credit scoring solutions, internally developed custom probability of default and loss given default models, continuous portfolio risk management activities, and equipment and customer diversification.

64 Huntington Bancshares Incorporated

portfolio risk management activities, and equipment and customer diversification.

Our origination policies are aligned by transaction size with increased use of the personal guarantee of principals and external credit scoring tools for smaller transactions and expanded financial analysis and reporting requirements for larger transactions.

12 unchanged sentences

This allows Huntington to maintain a current view of the customer for credit risk management and ACL purposes.

In consumer lending, credit risk is managed from a segment (i.e., loan type, collateral position, geography, etc.) and vintage performance analysis.

In consumer lending, credit risk is managed from a segment (e.g., loan type, collateral position, geography, etc.) and vintage performance analysis.

All portfolio segments are continuously monitored for changes in delinquency trends and other asset quality indicators.

5 unchanged sentences

Collection practices include a single contact point for the majority of the residential real estate secured portfolios.

62 Huntington Bancshares Incorporated

RESIDENTIAL REAL ESTATE SECURED PORTFOLIOS

9 unchanged sentences

An appropriate level of reserve for representations and warranties related to residential mortgage loans sold has been established to address this repurchase risk inherent in the portfolio.

2024 Form 10-K 65

AUTOMOBILE PORTFOLIO

13 unchanged sentences

In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.

Credit quality performance in 2023 reflected NCOs of $273 million, or 0.23%, of average total loans and leases, an increase from $121 million, or 0.11%, in the prior year, driven by an $143 million increase in Commercial NCOs.

NPAs increased $117 million, or 20%, to $711 million, primarily driven by increases in commercial and industrial and commercial real estate NALs.

Credit quality performance in 2024 reflected NCOs of $372 million, or 0.30%, of average total loans and leases, an increase from $273 million, or 0.23%, in the prior year.

The increase reflects a $59 million increase in commercial NCOs and a $40 million increase in consumer NCOs.

NPAs increased $111 million, or 16%, to $822 million, primarily driven by a $113 million increase in commercial and industrial NALs.

NPAs and NALs

2 unchanged sentences

Also, when a borrower with discharged non-reaffirmed debt in a Chapter 7 bankruptcy is identified and the loan or lease is determined to be collateral dependent, the loan is placed on nonaccrual status.

2023 Form 10-K 63

Commercial loans and leases are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt.

5 unchanged sentences

When, in our judgment, the borrower’s ability to make required interest and principal payments has resumed and collectability is no longer in doubt, the loan or lease could be returned to accrual status.

66 Huntington Bancshares Incorporated

The following table reflects period-end NALs and NPAs detail.

24 unchanged sentences

Beyond the reasonable and supportable period (two to three years), the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenario.

64 Huntington Bancshares Incorporated

Future economic conditions consider multiple macroeconomic scenarios provided to us by an independent third party and are reviewed through the Allowance for Credit Loss Development Methodology Committee described below.

These macroeconomic scenarios contain certain variables that are influential to our modeling process, the most significant being unemployment rates and GDP.

The probability weights assigned to each scenario are generally expected to be consistent from period to period.

Management uses a probability-weighted approach that incorporates a baseline, an adverse and a more favorable economic scenario when formulating the quantitative estimate for the allowance.

Any changes in probability weights must be supported by appropriate documentation and approval of senior management.

Additionally, we consider whether to adjust the modeled estimates to address possible limitations within the models or factors not captured within the macroeconomic scenarios.

Lifetime losses for most of our loans and leases are evaluated collectively based on similar risk characteristics, risk ratings, origination credit bureau scores, delinquency status, and remaining months within loan agreements, among other factors.

The baseline scenario used for the 2023 fourth quarter assumes softening of the labor market is underway and will continue through early 2025 causing the unemployment rate to gradually increase, peaking at 4.1% in the first quarter of 2025 before marginally improving to 3.9% by 2027.

The overnight federal funds rate is forecasted to have peaked during the third quarter of 2023, remaining at this terminal level until mid-2024 as the Federal Reserve continues to address inflation levels and tightness in the labor market.

The Federal Reserve is expected to start cutting rates in the third quarter of 2024 at a rate of 25 basis points per quarter until reaching 3% in late 2026.

Inflation is forecasted to drop from 3.3% year over year at the end of 2023 to the Federal Reserve’s target rate of 2% by the fourth quarter of 2024.

The GDP forecast for 2024 has fallen from prior year end, a result of elevated interest rates and tightening credit conditions over the past year.

GDP is now forecasted to be 1.5% by the fourth quarter of 2024.

Management uses a probability-weighted approach that incorporates a baseline, an adverse and a more favorable economic scenario when formulating the quantitative estimate for the allowance.

Lifetime losses for most of our loans and leases are evaluated collectively based on similar risk characteristics such as risk ratings, origination credit bureau scores, delinquency status, and remaining months within loan agreements, among other factors.

The baseline scenario used in the December 31, 2024 ACL determination assumes the labor market has softened with the unemployment rate peaking at 4.2% in the fourth quarter of 2024.

Marginal improvement is expected moving forward with unemployment returning to 4.0% by 2026.

The Federal Reserve is projected to continue a cycle of rate cuts that started in September 2024, with gradual cuts forecast throughout 2025 and 2026 until reaching 3% in mid-2026.

Inflation is forecast to approach the Federal Reserve’s target level of 2% by the end of 2024 and stabilize in 2025.

GDP is forecast to show marginal improvement from the estimated fourth quarter 2024 level of 2.0%, ending the fourth quarter of 2025 at 2.1%.

The table below is intended to show how the forecasted path of unemployment and GDP in the baseline scenario has changed between those used in the year 2023 and 2024 ACL determination.

2024 Form 10-K 67

Table 13 - Forecasted Key Macroeconomic Variables

9 unchanged sentences

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflected a range of possible outcomes.

While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact of specific challenges in the commercial real estate industry, recent inflation levels, higher interest rates, and the significant conflicts on-going around the world will have on the economy remains unknown.

While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact of specific challenges will have on the economy remains unknown.

Management develops additional analytics to support adjustments to our modeled results.

1 unchanged sentence

Given the uncertainty associated with key economic scenario assumptions, the December 31, 2024 ACL included a general reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed within the quantitative transaction reserve.

2023 Form 10-K 65

The most significant risk profiles the Company maintains at December 31, 2024 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio.

The business banking risk profile addresses a modestly upward trend in default rates resulting from higher interest rates and inflationary impacts on business banking customers.

The office portfolio risk profile addresses concerns relating to higher interest rates, upcoming maturities, falling property values, and uncertainty about demand for office space.

Our Allowance for Credit Loss Development Methodology Committee is responsible for developing the methodology, assumptions, and estimates used in the calculation, as well as determining the appropriateness of the ACL.

2 unchanged sentences

Losses related to the unfunded lending commitments are then recorded as AULC within other liabilities in the Consolidated Balance Sheet.

A liability for expected credit losses for off-balance sheet credit exposures is recognized if Huntington has a present contractual obligation to extend the credit and the obligation is not unconditionally cancelable.

A liability for expected credit losses for off-balance sheet credit exposures is recognized if Huntington has a contractual obligation to extend the credit and the obligation is not unconditionally cancelable.

The AULC is determined by applying the same quantitative reserve determination process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation.

(See Note 1 - " Significant Accounting Policies " of the Notes to Consolidated Financial Statements).

Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance.

Our ACL evaluation process includes the assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance.

For further information, including the ALLL and AULC activity by portfolio segment, refer to Note 5 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements.

68 Huntington Bancshares Incorporated

The table below reflects the allocation of our ALLL among our various loan and lease categories as well as certain coverage metrics of the reported ALLL and ACL.

10 unchanged sentences

RV and marine

150 7 5 148 7 5

Other consumer 112 5 1 100 4 1

10 unchanged sentences

At December 31, 2024, the ACL was $2.4 billion, or 1.88%, of total loans and leases, compared to $2.4 billion, or 1.97%, at December 31, 2023.

The increase in the total ACL was primarily driven by a combination of loan and lease growth and modest overall coverage ratio builds throughout 2023.

The ACL coverage ratio at December 31, 2023 is reflective of the current macro-economic environment.

66 Huntington Bancshares Incorporated

A loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred.

The increase in the total ACL was driven by loan and lease growth throughout 2024, partially offset by a reduction in the ACL coverage ratio.

The reduction in the ACL coverage ratio at December 31, 2024, compared to December 31, 2023, is reflective of the current macro-economic environment.

A loan in any portfolio may be charged-off prior to reaching the past due status described below if a loss confirming event has occurred.

Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency where that asset is the sole source of repayment.

Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs at the time of discharge.

Additionally, discharged or collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs at the time of discharge.

Commercial loans and leases are either charged-off or written down to net realizable value by 90-days past due with the exception of administrative small ticket lease delinquencies.

Automobile loans, RV and marine, and other consumer loans are generally fully charged-off at 120-days past due.

Automobile, RV and marine, and other consumer loans are generally fully charged-off at 120-days past due.

First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively.

1 unchanged sentence

The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process.

2024 Form 10-K 69

The following table reflects NCO detail.

4 unchanged sentences

Commercial and industrial $ 166 $ 107 $ (2)

$ 107 $ (2) $ 99

Commercial real estate 52 57 8

8 unchanged sentences

Total net charge-offs $ 372 $ 273 $ 121

Net charge-offs (recoveries) - annualized percentages:

Net charge-offs (recoveries) as a percentage of average loans:

Commercial and industrial 0.32 % 0.22 % — %

0.22 % — % 0.26 %

Commercial real estate 0.43 0.43 0.06

0.43 0.06 0.16

Lease financing (0.03) (0.12) 0.18

Total commercial 0.31 0.23 0.03

0.23 0.03 0.31

Residential mortgage 0.01 0.01 (0.01)

4 unchanged sentences

Other consumer 6.32 6.03 7.55

6.03 7.55 5.56

Total consumer 0.28 0.22 0.21

0.22 0.21 0.12

Net charge-offs as a % of average loans 0.30 % 0.23 % 0.11 %

2023 Form 10-K 67

NCOs were 0.23% of average loans and leases in 2023, up from 0.11% in 2022.

NCOs for commercial loans and leases were higher, with net charge-offs of 0.23% in 2023 compared to 0.03% in 2022, driven by increases in both commercial and industrial and commercial real estate portfolios and reflecting the continued normalization of net charge-offs.

Consumer net charge-offs were modestly higher in 2023 compared to 2022, with increases in the automobile and RV and marine portfolios partially offset by lower NCOs in other consumer loans.

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices, and commodity prices, including the correlation among these factors and their volatility.

NCOs were 0.30% of average loans and leases in 2024, up from 0.23% in 2023, reflecting the continued normalization of net charge-offs.

NCOs for commercial loans and leases were higher, with net charge-offs of 0.31% in 2024, compared to 0.23% in 2023, driven by an increase in the commercial and industrial portfolio.

Consumer net charge-offs were higher, with net charge-offs of 0.28% in 2024, compared to 0.22% in 2023, with increases in the other consumer, RV and marine, and automobile loan portfolios.

Market risk refers to potential losses arising from changes in interest rates, credit spreads, foreign exchange rates, equity prices, and commodity prices, including the correlation among these factors and their volatility.

When the value of an instrument is tied to such external factors, the holder faces market risk.

We are primarily exposed to interest rate risk as a result of offering a wide array of financial products to our customers, and secondarily, to price risk from trading securities, securities owned by our broker-dealer subsidiaries, foreign exchange positions, equity investments, and investments in securities backed by mortgage loans.

70 Huntington Bancshares Incorporated

We measure market risk exposure via financial simulation models, which provide management with insights on the potential impact to net interest income and other key metrics as a result of changes in market interest rates.

Models are used to simulate cash flows and accrual characteristics of the balance sheet based on assumptions regarding the slope or shape of the yield curve, the direction and volatility of interest rates, and the changing composition and characteristics of the balance sheet resulting from strategic objectives and customer behavior.

Our models incorporate market-based assumptions that include the impact of changing interest rates on prepayment rates of assets and runoff of deposits.

Our models incorporate market-based assumptions that include the impact of changing interest rates on prepayment rates of assets and runoff rates of deposits.

The models also include our projections of the future volume and pricing of various business lines.

9 unchanged sentences

Accordingly, we consider the impacts from both interest-bearing and noninterest bearing deposits on our total deposit beta.

Our cumulative to-date total deposit beta (total cost of deposits) is 41% within the current rate cycle, which started in March 2022.

Our cumulative total deposit beta (total cost of deposits) through the most recent rising rate cycle, which started in the first quarter of 2022 and concluded in the third quarter of 2024, was 46%.

Following the start of the falling rate cycle, which began late in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) was 24%.

Interest rate risk is measured across a range of scenarios and the results are reported to the ROC at least quarterly.

A comprehensive discussion of risk management governance can be found in Item 7:

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the “ Risk Governance ” section of this Form 10-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the “ Risk Management ” section of this Form 10-K.

We use two approaches to model interest rate risk:

3 unchanged sentences

It models gradual “ramp” -200, -100, +100 and +200 basis point parallel shift scenarios, implied by the forward yield curve over the next 12 months.

68 Huntington Bancshares Incorporated

Table 16 - Net Interest Income at Risk

11 unchanged sentences

The NII at Risk shows that the balance sheet is asset sensitive at both December 31, 2024 and December 31, 2023.

The primary drivers to the change in sensitivity during 2023 include changes in the projected composition and characteristics of the balance sheet, pricing assumptions, hedging activity, and the evolution of market rates over the next 12 months.

The primary driver to the change in sensitivity during 2024 is current and projected balance sheet composition over the simulation horizon, including securities portfolio reinvestment and executed hedging activity.

2024 Form 10-K 71

EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of assets and liabilities, including derivative exposures.

6 unchanged sentences

December 31, 2023 0.1 1.6 -3.8 -8.8

The change in sensitivity from December 31, 2022 was driven primarily by changes in the composition and characteristics of the balance sheet, routine enhancements to deposit and prepayment modeling assumptions, changes in hedging activity aligned with interest rate risk positioning through macroeconomic cycles, and market rates.

To address the discontinuance of LIBOR, we established a LIBOR transition team and project plan under the oversight of the CRO and CFO, providing periodic updates to the ROC.

Contract remediation efforts coordinated by the LIBOR transition team were complete as of June 2023.

Upon the discontinuation of LIBOR, loans and leases that referenced LIBOR were transitioned to a SOFR-based replacement rate as set forth in the related contract.

For further details on the transition of notional derivatives, refer to the Use of Derivatives to Manage Interest Rate Risk section below.

The change in sensitivity from December 31, 2023 was driven primarily by market rates, ongoing balance sheet modeling assumption enhancements, and changes to the actual balance sheet composition.

Use of Derivatives to Manage Interest Rate Risk

An integral component of our interest rate risk management strategy is the use of derivative instruments to minimize significant fluctuations in earnings caused by changes in market interest rates.

Examples of derivative instruments that we may use as part of our interest rate risk management strategy include interest rate swaps, caps and floors, collars, forward contracts, and forward starting interest rate swaps.

Table 17 shows all swap, swaption, swaption collar and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates.

These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements.

Table 18 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates.

The interest rates variability may impact either the fair value of the assets and liabilities or impact the cash flows attributable to net interest margin.

3 unchanged sentences

For further information, including the notional amount and fair values of these derivatives, refer to Note 19 - “ Derivative Financial Instruments ” of the Notes to Consolidated Financial Statements.

2023 Form 10-K 69

The following presents additional information about the interest rate swaps, swaptions, swaption collars, and floors used in Huntington’s asset and liability management activities.

72 Huntington Bancshares Incorporated

The following presents additional information about the interest rate swaps and floors used in Huntington’s asset and liability management activities.

Table 18 - Information on Asset Liability Management Instruments

14 unchanged sentences

Purchased Floor Spread - SOFR 6,000 1.83 24 2.79 / 3.87 —

Purchased Floor Spread - SOFR forward starting (3) 1,000 5.54 $ 26 1.88 / 3.38 —

Basis swaps (5)

6 unchanged sentences

Securities (1):

Pay Fixed - Receive 1 month LIBOR $ 8,024 3.89 $ 834 0.93 % 4.37 %

Pay Fixed - Receive SOFR $ 10,721 3.11 $ 683 1.37 % 5.42 %

Pay Fixed - Receive 1 month LIBOR - forward starting (6) 91 7.31 12 1.62 —

Pay Fixed - Receive SOFR - forward starting (2) 928 8.46 18 2.81 —

Receive Fixed - Pay SOFR - forward starting (8) 2,950 4.91 (109) 2.64 —

Receive Fixed - Pay 1 month LIBOR 7,875 1.41 (390) 1.21 4.20

Receive Fixed - Pay SOFR 9,275 3.06 (243) 2.77 5.34

Receive Fixed - Pay SOFR - forward starting (6) 1,400 4.20 (19) 2.90 —

Liability conversion swaps

Receive Fixed - Pay 1 month LIBOR 1,430 1.85 (60) 2.01 4.25

Receive Fixed - Pay SOFR 7,568 3.40 (199) 2.95 5.14

Purchased swaption collars (4)

Purchased Interest Rate Swaption Collars 4,800 0.27 (6) 2.87 / 4.05 —

Receive Fixed - Pay SOFR - forward starting (6) 2,125 3.16 45 4.33 —

Purchased floor spreads (4)

Purchased Floor Spread - SOFR 5,000 2.29 38 2.97 / 3.97 —

Purchased Floor Spread - SOFR forward starting (7) 1,000 5.54 26 1.88 / 3.38 —

Basis swaps (5)

4 unchanged sentences

(2) Forward starting swaps effective starting from April 2025 to October 2027.

(3) Forward starting swaps effective starting from April 2024 to March 2025.

(4) The weighted average fixed rates for floor spread and swaption collars are the weighted average strike rates for the upper and lower bounds of the instruments.

(3) Forward starting swaps effective starting from January 2025 to June 2026.

(4) The weighted average fixed rates for floor spreads are the weighted average strike rates for the upper and lower bounds of the instruments.

(5) Basis swaps have variable pay and variable receive resets.

Weighted average fixed fate column represents pay rate reset.

(6) Forward starting swaps effective starting from January 2023 to February 2023.

(7) Forward starting swaps effective starting from January 2023 to October 2027.

(8) Forward starting swaps effective starting from January 2023 to July 2024.

During the year ended December 31, 2023, we purchased interest rate swaptions to reduce the impact on capital from rising rates.

These swaptions were economic hedges of interest rate risk attributable to our investment securities with the change in value of these instruments recorded in other noninterest income .

We terminated these positions during the 2023 fourth quarter.

Cumulatively for the full-year, the net unfavorable mark-to-market on the pay-fixed swaptions program totaled $24 million.

70 Huntington Bancshares Incorporated

In the second quarter of 2023, all cleared derivatives that referenced LIBOR transitioned from LIBOR to a SOFR-based replacement rate in accordance with the conventions established by the applicable clearinghouse.

Upon the discontinuation of LIBOR, all over-the-counter derivatives that referenced LIBOR were transitioned to a SOFR-based replacement rate as set forth in the related contract.

Those derivatives that did not have a clearly defined or practicable replacement benchmark rate set forth in the related contract used the LIBOR Act to replace LIBOR with a SOFR-based rate established by FRB rulemaking.

For every LIBOR referenced instrument with a reset date after the LIBOR cessation date, counterparties received a LIBOR referenced instrument maturing on the first reset date after the LIBOR cessation date, and a forward starting SOFR instrument.

The instruments received through the transition were economically similar to the instruments held prior to the transition.

(6) Forward starting swaps effective starting April 2024 to January 2025.

(7) Forward starting floor spreads effective starting from May 2024 to September 2024.

Use of Derivatives to Manage Credit Risk

1 unchanged sentence

When we purchase credit protection, such as a CDS, we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs.

During the fourth quarter of 2023, we completed a synthetic CRT transaction consisting of a CDS to mitigate credit risk associated with a $3 billion portfolio of on-balance sheet prime indirect auto loans and which benefited our regulatory capital ratios by reducing the RWA on the associated pool of loans by approximately $2.4 billion.

2024 Form 10-K 73

(This section should be read in conjunction with Note 6 - “ Mortgage Loan Sales and Servicing Rights ” of Notes to Consolidated Financial Statements.)

4 unchanged sentences

However, volatile changes in interest rates can diminish the effectiveness of these economic hedges.

We report changes in the MSR value net of hedge-related trading activity in the mortgage banking income category of noninterest income.

Changes in the MSR value net of hedge-related trading activity are recorded in the mortgage banking income category of noninterest income.

MSR assets are included in servicing rights and other intangible assets in the Consolidated Financial Statements.

6 unchanged sentences

We consider core earnings, strong capital ratios, and credit quality essential for maintaining high credit ratings, which allows us cost-effective access to market-based liquidity.

We mitigate liquidity risk by maintaining liquid assets in the form of cash, cash equivalents, and securities.

In addition, we maintain a large, stable core deposit base and a diversified base of readily available wholesale funding sources, including secured funding sources from the FHLB and Federal Reserve through pledged borrowing capacity, issuance through dealers in the capital markets, and access to certificates of deposit issued through brokers.

2023 Form 10-K 71

We mitigate liquidity risk by maintaining a large, stable customer deposit base and a diversified base of readily available wholesale funding sources, including secured funding sources from the FHLB and FRB through pledged borrowing capacity, issuance through dealers in the capital markets, and access to deposits issued through brokers.

We further mitigate liquidity risk by maintaining liquid assets in the form of cash and cash equivalents and securities.

The Board of Directors is responsible for establishing an acceptable level of liquidity risk at Huntington, including approval of the liquidity risk appetite at least annually.

The liquidity risk appetite includes certain structural and contingent liquidity risk metrics and limits that are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding needs, including during periods of potential stress.

The liquidity risk appetite includes liquidity risk metrics that are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding needs, including during periods of potential stress.

Further, the ALCO is appointed by the ROC to oversee liquidity risk management, including the establishment of liquidity risk policies and additional liquidity risk metrics and limits to support our overall liquidity risk appetite.

Liquidity risk appetite metrics monitored by senior management and reported to the Board at least semi-annually include loans as a percentage of core deposits, a structural funding ratio, internal liquidity stress test coverage ratios, and a holding company cash coverage ratio.

Additional key liquidity risk metrics monitored by senior management and reported to ALCO monthly include non-core funds (such as brokered deposits and wholesale borrowings) as a percentage of tangible assets, various deposit concentration limits, including large dollar depositor and brokered deposit limits, and varying types of internally defined liquidity coverage ratios, including minimum reserve balances at the FRB and U.S.

Liquidity risk appetite metrics monitored by senior management and reported to the Board at least semi-annually include loans as a percentage of customer deposits, a structural funding ratio, internal liquidity stress test coverage ratios, an investment portfolio market value to book value ratio, and a holding company cash coverage ratio.

Additional key liquidity risk metrics monitored by senior management and reported to ALCO monthly include unsecured wholesale funding as a percentage of liquid assets, wholesale funding as a percentage of tangible assets, and varying types of internally defined liquidity coverage ratios, including minimum reserve balances at the FRB and U.S.

Treasury holdings relative to internal liquidity stress outflows.

Our liquidity risk metric monitoring thresholds are evaluated at a minimum annually, and more frequently if conditions warrant.

74 Huntington Bancshares Incorporated

Liquidity risk is managed centrally by Corporate Treasury with independent oversight of liquidity risk performed by Corporate Risk Management.

Our liquidity position is evaluated daily, weekly, and monthly by analyzing the composition of all funding sources, reviewing projected liquidity commitments by future months, and identifying sources and uses of funds.

The overall management of our liquidity position is also integrated into consumer and commercial pricing policies to ensure a stable core deposit base.

The overall management of our liquidity position is also integrated into consumer and commercial pricing policies to ensure a stable deposit base.

Liquidity risk is reviewed and managed continuously for the Bank and the parent company, as well as its subsidiaries.

3 unchanged sentences

Examples of institution specific events could include a downgrade in our public credit rating by a rating agency, a large charge to earnings, declines in profitability or other financial measures, declines in liquidity sources including reductions in deposit balances or access to contingent funding sources, or a significant merger or acquisition.

Examples of systemic events unrelated to us that could have an effect on our access to liquidity could include terrorism or war, natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund.

Examples of systemic events unrelated to us that could have an effect on our access to liquidity would be terrorism or war, natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund.

Similarly, market speculation or rumors about us, or the banking industry in general, may adversely affect the cost and availability of normal funding sources.

1 unchanged sentence

It also assigns specific roles and responsibilities and communication protocols for effectively managing liquidity through a problem period and outlines early warning indicators that are used to monitor emerging liquidity stress events.

Our largest source of liquidity on a consolidated basis is core deposits, which provide stable and lower-cost funding.

Core deposits were $145.5 billion at December 31, 2023 which comprised 96% of total deposits, compared to $142.1 billion, and 96% of total deposits at December 31, 2022.

The $3.3 billion increase in core deposits, compared to December 31, 2022, was primarily driven by an increase in consumer deposits, largely money market and certificates of deposits, partially offset by a decrease in commercial core deposits driven by shifts to off-balance sheet liquidity solutions we provide for our customers.

Our core deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships resulting in our granular and diversified deposit base.

Non-core deposits consist primarily of brokered money market balances.

Non-core deposits were $5.8 billion, or 4% of total deposits, at both December 31, 2023 and December 31, 2022.

Non-core deposits were below our established liquidity risk metric limits at December 31, 2023.

Our largest source of liquidity on a consolidated basis is customer deposits, which provide stable and lower-cost funding.

Our customer deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships resulting in a diversified deposit base.

Total deposits were $162.4 billion at December 31, 2024, compared to $151.2 billion at December 31, 2023.

The $11.2 billion, or 7%, increase in total deposits during 2024 was primarily driven by an increase in money market and interest-bearing demand deposits, partially offset by a decrease in time deposits.

Total deposits included $7.0 billion of brokered deposits primarily consisting of brokered money market balances at December 31, 2024, compared to $5.3 billion at December 31, 2023.

The level of brokered deposits was below our established liquidity risk metric limits at December 31, 2024.

Insured deposits comprised approximately 69% of our total deposits at December 31, 2024, compared to 70% at December 31, 2023.

Throughout 2023, we maintained one of the highest levels of insured deposits amongst banks with more than $100 billion in deposits.

72 Huntington Bancshares Incorporated

2024 Form 10-K 75

The following table presents a summary of deposits.

Table 19 - Deposit Composition

4 unchanged sentences

Money market deposits 60,730 37 50,185 34

Savings and other domestic deposits 16,722 11 20,357 14

Core certificates of deposit (1) 13,626 9 4,324 3

Total core deposits:

Savings deposits

14,723 9 15,763 10

Other domestic deposits of $250,000 or more 447 — 220 —

Negotiable CDs, brokered and other deposits 5,331 4 5,553 4

Time deposits

14,272 9 15,125 10

Total deposits $ 162,448 100 % $ 151,230 100 %

Total core deposits:

Commercial $ 60,547 42 % $ 64,107 45 %

Consumer 84,905 58 78,034 55

Total core deposits $ 145,452 100 % $ 142,141 100 %

Total deposits (insured/uninsured):

1 unchanged sentence

Uninsured deposits (1)

50,054 31 45,244 30

Total deposits $ 162,448 100 % $ 151,230 100 %

(1) Includes consumer certificates of deposit of $250,000 or more.

(1) Represents consolidated Huntington uninsured deposits, determined by adjusting the amounts reported in the Bank Call Report (FFIEC 031) by inter-company deposits, which are not customer deposits and are therefore eliminated through consolidation.

1 unchanged sentence

As of December 31, 2023, the Bank Call Report uninsured deposit balance was $49.8 billion, which includes $4.6 billion of inter-company deposits.

The majority of our time deposits have a contractual maturity of less than one year.

The following table presents the contractual maturities of time deposits in excess of the FDIC insurance limit.

Table 20 - Maturity of Deposits in Excess of Insurance Limit

At December 31, 2024

6 unchanged sentences

time deposits in excess of insurance limit $ 915 $ 365 $ 170 $ 23 $ 1,473

Wholesale funding

Sources of wholesale funding include non-customer brokered deposits, short-term borrowings, and long-term debt.

Our wholesale funding totaled $23.6 billion at December 31, 2024, compared to $18.3 billion at December 31, 2023, with the increase primarily due to increases in long-term FHLB borrowings, brokered deposits, and long-term collateralized borrowings.

For further information on our short-term borrowings and long-term debt, refer to Note 10 - “ Borrowings ” of the Notes to Consolidated Financial Statements .

Cash and cash equivalents and securities

Cash and cash equivalents were $12.8 billion and $10.1 billion at December 31, 2024 and December 31, 2023, respectively.

The $3.4 billion increase in cash and cash equivalents is primarily due to an increase in interest-bearing deposits at the Federal Reserve Bank to support short-term liquidity.

The $2.7 billion increase in cash and cash equivalents during 2024 was primarily due to an increase in interest-earning deposits at the FRB to support short-term liquidity.

Our investment securities portfolio is evaluated under established ALCO objectives.

1 unchanged sentence

Total investment securities were $43.7 billion at December 31, 2024, compared to $41.2 billion at December 31, 2023.

The $686 million increase in securities compared to December 31, 2022, was due to a managed increase in the portfolio through the purchase of U.S.

Treasuries, in addition to an increase in fair market value, partially offset by maturities during the year.

The $2.5 billion increase in securities compared to December 31, 2023, was due to increased investment in U.S.

Treasury securities, partially offset by maturities and sales during the year.

At December 31, 2024, the duration of the investment securities portfolio was 4.3 years, or 3.8 years net of hedging.

Securities are pledged to secure borrowing capacity with the FHLB and the Federal Reserve, discussed further in the Bank Liquidity and Sources of Funding section below.

At December 31, 2023, investment securities with market value of $5.8 billion were unpledged.

2023 Form 10-K 73

The weighted average yield by maturity of the investment securities portfolio is presented on the following table:

Securities are pledged to secure borrowing capacity with the FHLB and FRB, discussed further in the Bank Liquidity and Sources of Funding section below.

At December 31, 2024, investment securities with a market value of $5.8 billion were unpledged.

76 Huntington Bancshares Incorporated

The weighted average yield by maturity of the investment securities portfolio is presented in the following table.

Table 21 - Investment Securities Weighted Average Yield by Maturity

7 unchanged sentences

Federal agencies:

Residential CMO — — 2.46 3.22 3.22

Residential MBS — — 1.71 2.19 2.18

Residential CMO — — 2.49 3.43 3.43

Commercial MBS — — 2.05 2.89 2.84

1 unchanged sentence

Treasury, federal agency, and other agency securities

4.93 3.92 2.06 2.55 3.03

Municipal securities 6.41 5.66 4.64 4.73 5.24

Private-label CMO — 0.20 2.42 2.97 2.73

Asset-backed securities 8.31 1.90 1.67 2.52 3.58

Corporate debt 3.64 2.08 2.97 — 2.28

Asset-backed securities 5.31 1.90 1.67 2.45 2.81

Private-label CMO 0.72 2.48 2.44 2.95 2.70

Other securities/sovereign debt 5.30 5.09 — — 5.23

1 unchanged sentence

Held-to-maturity securities:

4.63 % 3.93 % — % — % 4.01 %

Federal agencies:

Residential CMO — % — % 2.69 % 2.57 % 2.58 %

Residential MBS — — — 2.54 2.54

Residential CMO — — 2.68 2.55 2.55

Commercial MBS — — 3.05 2.32 2.33

1 unchanged sentence

Total federal agencies and other agencies

4.57 3.91 2.78 2.52 2.71

Municipal securities — — — 2.63 2.63

1 unchanged sentence

(1) Weighted average yields were calculated using amortized cost on a fully-taxable equivalent basis, assuming a 21% tax rate where applicable.

Sources of wholesale funding include non-core deposits (other domestic deposits of $250,000 or more, negotiable CDs, brokered and other deposits), short-term borrowings, and long-term debt.

Our wholesale funding totaled $18.8 billion at December 31, 2023, compared to $17.5 billion at December 31, 2022, with the increase primarily due to increases in long-term FHLB borrowings and senior notes, partially offset by a decrease in short-term FHLB borrowings.

For further information on our short-term borrowings and long-term debt, refer to Note 11 - “ Borrowings ” of the Notes to Consolidated Financial Statements.

Bank Liquidity and Sources of Funding

Our primary sources of funding for the Bank are consumer and commercial core deposits.

At December 31, 2023, these core deposits funded 77% of total assets (119% of total loans).

To the extent we are unable to obtain sufficient liquidity through core deposits and cash and cash equivalents, we may meet out liquidity needs through wholesale funding and asset securitization or sale.

The Bank maintains borrowing capacity at both the FHLB and the Federal Reserve secured by pledged loans and securities.

Our primary sources of funding for the Bank are customer deposits.

At December 31, 2024, customer deposits funded 76% of total assets (120% of total loans).

To the extent we are unable to obtain sufficient liquidity through customer deposits, cash and cash equivalents, and securities, we may meet our liquidity needs through wholesale funding and asset securitization or sale.

Additionally, the Bank may also access funding through intercompany notes or parent company deposits placed at the bank.

The Bank maintains borrowing capacity at both the FHLB and FRB secured by pledged loans and securities.

The Bank does not consider borrowing capacity at the Federal Reserve a primary source of funding, however, it could be used as a potential source of liquidity in a stressed environment or during a market disruption.

At December 31, 2023, the Bank’s available contingent borrowing capacity at the FHLB and Federal Reserve totaled $83.0 billion, compared to $53.5 billion at December 31, 2022.

The increase reflects our optimization of contingent borrowing capacity through the pledge of incremental assets.

At December 31, 2024, the Bank’s available contingent borrowing capacity at the FHLB and FRB totaled $85.5 billion, compared to $83.0 billion at December 31, 2023.

The increase reflects our continued optimization of contingent borrowing capacity through the pledging of incremental assets.

The amount of available contingent borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets pledged.

74 Huntington Bancshares Incorporated

Following the first quarter of 2023 bank failures, the FRB established the BTFP as an additional source of available liquidity to support depository institutions through pledging qualifying assets as collateral.

The Bank has taken steps to support readiness but has not participated through December 31, 2023.

In January 2024, the FRB announced it will stop extending loans under the BTFP after March 11, 2024.

At December 31, 2024, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

The following table reflects the composition and maturities of the loan and lease portfolio:

Table 20 - Maturity Schedule of Loans and leases

At December 31, 2023

(dollar amounts in millions) One Year

or Less One to

Five Years Five to

Fifteen Years After

Fifteen Years Total

Commercial and industrial $ 14,795 $ 28,553 $ 6,447 $ 862 $ 50,657

Commercial real estate 3,846 6,912 1,614 50 12,422

Lease financing 408 3,247 962 611 5,228

Total commercial 19,049 38,712 9,023 1,523 68,307

Residential mortgage 10 105 1,725 21,880 23,720

Automobile 163 7,985 4,313 21 12,482

Home equity 148 315 2,259 7,391 10,113

RV and marine 2 130 3,328 2,439 5,899

Other consumer 353 901 170 37 1,461

Total consumer 676 9,436 11,795 31,768 53,675

Total loans and leases $ 19,725 $ 48,148 $ 20,818 $ 33,291 $ 121,982

Percent of total 16 % 40 % 17 % 27 % 100 %

The following table reflects the loans and leases due after one year:

Table 21 - Loans and leases due after one year

Interest rate

(dollar amounts in millions) Fixed Floating or Adjustable

Commercial and industrial $ 11,563 $ 24,299

Commercial real estate 887 7,689

Lease financing 4,571 249

Total commercial 17,021 32,237

Residential mortgage 10,114 13,596

Automobile 12,319 —

Home equity 2,841 7,124

RV and marine finance 5,897 —

Other consumer 522 586

Total consumer 31,693 21,306

Total loans and leases $ 48,714 $ 53,543

2024 Form 10-K 77

Parent Company Liquidity

The parent company’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions.

The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt securities.

The parent company had cash and cash equivalents of $4.0 billion and $3.5 billion at December 31, 2023 and December 31, 2022, respectively.

The parent company’s primary financial obligations consist of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions.

The parent company had cash and cash equivalents of $4.1 billion and $4.0 billion at December 31, 2024 and December 31, 2023, respectively, which was held in deposit at the Bank.

S ee Note 23 - “ Parent-Only Financial Statements ” of the Notes to Consolidated Financial Statements for details on parent company cash flows.

On January 15, 2025, our Board of Directors declared a quarterly common stock cash dividend of $0.155 per common share.

1 unchanged sentence

Based on the current quarterly dividend of $0.155 per common share, cash demands required for common stock dividends are estimated to be approximately $225 million per quarter.

Additionally, on January 17, 2024, our Board of Directors declared a quarterly Series B, Series E, Series F, Series G, Series H, and Series J Preferred Stock dividend payable on April 15, 2024 to shareholders of record on April 1, 2024.

Additionally, on January 15, 2025, our Board of Directors declared quarterly Series B, F, G, H, and J Preferred Stock dividends payable on April 15, 2025 to shareholders of record on April 1, 2025.

On December 5, 2024, our Board of Directors declared a quarterly dividend for the Series I Preferred Stock payable on March 3, 2025 to shareholders of record on February 15, 2025.

Total cash demands required for preferred stock dividends are expected to be approximately $27 million per quarter.

During 2023, the Bank paid preferred and common dividends to the parent company of $45 million and $1.7 billion, respectively.

During 2024, the Bank paid common and preferred dividends to the parent company of $2.0 billion and $56 million, respectively.

To meet any additional liquidity needs, the parent company may issue debt or equity securities.

3 unchanged sentences

In the normal course of business, we enter into various off-balance sheet arrangements.

These arrangements include commitments to extend credit, interest rate swaps, caps and floors, swaption collars, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.

These arrangements include commitments to extend credit, interest rate swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.

COMMITMENTS TO EXTEND CREDIT

18 unchanged sentences

See Note 21 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements for more information.

Contractual obligations, including off-balance sheet arrangements, are properly considered in our liquidity risk management process.

Table 22 - Contractual Obligations (1)

At December 31, 2023

(dollar amounts in millions) Less than 1 Year 1 to 3

Deposits without a stated maturity $ 136,105 $ — $ — $ — $ 136,105

Certificates of deposit and other time deposits 14,695 384 46 — 15,125

Short-term borrowings 620 — — — 620

Long-term debt (2) 804 4,580 2,883 4,309 12,576

Operating lease obligations 66 117 79 251 513

Purchase commitments 195 262 70 54 581

(1) Amounts do not include associated interest payments.

(2) Maturities are based upon the par value.

CONTRACTUAL OBLIGATIONS

We enter into various contractual obligations in the normal course of business, certain of which require future payments that could impact our liquidity and capital resources.

These obligations include purchase commitments, which represent substantial agreements to purchase goods or receive services, such as data management, media, and other software and third-party services that are enforceable and legally binding.

Purchase commitments totaled $716 million as of December 31, 2024 and $581 million as of December 31, 2023.

These obligations additionally include deposits, borrowings, operating lease obligations, commitments to extend credit, commitments to fund certain equity investments, and obligations to fund pension and post-retirement benefit plans.

See Note 10 - “ Borrowings ”, Note 9 - “ Operating Lease s ”, Note 21 - “ Commitments and Contingent Liabilities ”, Note 20 - “ Variable Interest Entities ”, and Note 16 - “ Benefit Plans ” of the Notes to Consolidated Financial Statements for more information.

Operational Risk

Operational risk is the risk of loss due to human error, third-party performance failures, inadequate or failed internal systems and controls, including the use of financial or other quantitative methodologies that may not adequately predict future results;

Operational risk is the risk of loss due to human error, third-party performance failures, or inadequate or failed internal systems and controls, including the use of financial or other quantitative methodologies that may not adequately predict future results;

violations of, or noncompliance with, laws, rules, regulations, prescribed practices, or ethical standards;

1 unchanged sentence

We continuously strive to test and strengthen our system of internal controls to ensure compliance with significant contracts, agreements, laws, rules, and regulations, to reduce our exposure to fraud, and to improve the oversight of our operational risk.

We actively monitor cyberattacks such as attempts related to online deception and loss of sensitive customer data.

We evaluate internal systems, processes, and controls to mitigate loss from cyber-attacks and, to date, have not experienced any material losses.

Cybersecurity threats have increased, primarily through phishing campaigns.

We are actively monitoring our email gateways for malicious phishing email campaigns.

We have also increased our cybersecurity and fraud monitoring activities through the implementation of specific monitoring of remote connections by geography and volume of connections to detect anomalous remote logins, since a significant portion of our workforce has the option to work remotely.

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of external threat events or other efforts to penetrate our systems.

We work to achieve this objective by hardening networks and systems against attack, and by diligently managing visibility and monitoring controls within our data and communications environment to recognize events and respond before the attacker has the opportunity to plan and execute on its own goals.

To this end we employ a set of defense in-depth strategies, which include efforts to make us less attractive as a target and less vulnerable to threats, while investing in threat analytic capabilities for rapid detection and response.

Potential concerns related to cybersecurity may be escalated to our board-level Technology Committee, as appropriate.

Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks.

We also use third-party services to test the effectiveness of our cybersecurity risk management framework, and any such third parties are required to comply with our policies regarding information security and confidentiality.

2023 Form 10-K 77

To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, a Funds Movement Committee, a Fraud Risk Committee, an Information and Technology Risk Committee, and a Third Party Risk Management Committee.

5 unchanged sentences

minimize operational, fraud, and legal losses;

minimize the impact of inadequately designed models and enhance our overall performance.

minimize the impact of inadequately designed models;

and enhance our overall performance.

Cybersecurity

Cybersecurity represents an important component of Huntington’s overall cross-functional approach to risk management.

We actively manage a cybersecurity operation designed to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions to our business.

We actively monitor cyberattacks, such as attempts related to online deception and loss of sensitive customer data.

We evaluate our technology, processes, and controls to mitigate loss from cyberattacks and, to date, have not experienced any material losses.

Cybersecurity threats continue to evolve and increase across the entire digital landscape.

We actively monitor our environment for malicious content and implement specific cybersecurity and fraud capabilities, including the monitoring of phishing email campaigns.

In addition, we have implemented specific cybersecurity and fraud monitoring of remote connections by geography and volume of connections to detect anomalous remote logins, since a significant portion of our workforce works remotely from time-to-time.

2024 Form 10-K 79

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of both internal and external threat events or other efforts to penetrate our systems.

Potential concerns related to cybersecurity may be escalated to our board-level ROC and/or Technology Committee, as appropriate.

As a complement to the overall cybersecurity risk management, we use a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates, to ensure awareness of the risks of cybersecurity threats at all levels across the organization.

Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks.

Compliance Risk

12 unchanged sentences

In addition to as-reported regulatory capital and tangible common equity metrics, which are discussed in more detail below, we also actively monitor other measures of capital, such as tangible common equity including the mark-to-market impact on HTM securities and CET1 inclusive of AOCI excluding cash flow hedges.

We believe our capital levels are adequate.

We believe our current levels of both regulatory capital and shareholders’ equity are adequate.

Regulatory Capital

We are subject to the Basel III capital requirements including the standardized approach for calculating risk-weighted assets in accordance with subpart D of the final capital rule.

The following table presents risk-weighted assets and other financial data necessary to calculate certain financial ratios, including CET1, which we use to measure capital adequacy.

The following table presents consolidated risk-weighted assets and other financial data necessary to calculate certain financial ratios, including CET1, which we use to measure capital adequacy.

80 Huntington Bancshares Incorporated

Table 23 - Capital Under Current Regulatory Standards (Basel III)

Table 22 - Capital Under Current Regulatory Standards

At December 31,

22 unchanged sentences

Tier 1 leverage ratio 8.6 9.3

(1) Huntington and the Bank elected to temporarily delay certain effects of CECL on regulatory capital until January 1, 2022 pursuant to a rule that allowed BHCs and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL.

As of December 31, 2023 and December 31, 2022, we have phased in 50% and 25%, respectively, of the cumulative CECL deferral with the remaining impact to be recognized through the first quarter 2025.

(1) Huntington elected to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period which began January 1, 2022 pursuant to a rule that allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL.

As of December 31, 2024 and December 31, 2023, we have phased in 75% and 50%, respectively, of the cumulative CECL deferral, with the cumulative CECL deferral fully phased in beginning January 1, 2025.

Table 23 - Capital Adequacy—Non-Regulatory (Non-GAAP)

40 unchanged sentences

Tier 1 leverage ratio Consolidated 8.6 9.3

Bank 8.51 8.54

As of December 31, 2023 and December 31, 2022, we have phased in 50% and 25%, respectively, of the cumulative CECL deferral with the remaining impact to be recognized through the first quarter 2025.

At December 31, 2023, we, at both the consolidated and Bank level, maintained Basel III capital ratios in excess of the well-capitalized standards established by the Federal Reserve.

The increase in the consolidated CET1 risk-based capital ratio compared to the prior year, was primarily driven by current period earnings and a decrease in risk-weighted assets, partially offset by dividends.

The decrease in risk-weighted assets was largely driven by the synthetic CRT transaction, which reduced risk-weighted assets by approximately $2.4 billion, with the risk-weight moving from 100% to 20% on the selected pool of assets.

At December 31, 2024, Huntington and the Bank maintained capital ratios in excess of the well-capitalized standards established by the Federal Reserve.

Our consolidated CET1 risk-based capital ratio of 10.5% at December 31, 2024 increased approximately 30 basis points during the year, primarily due to current period earnings, net of dividends, partially offset by an increase in risk-weighted assets and a reduction in the CECL transitional amount.

The Bank CET1 risk-based capital ratio of 11.6% increased approximately 100 basis points during the year driven by net income and a $1.75 billion capital contribution from the parent, partially offset by dividends paid to the parent, an increase in risk-weighted assets, and a reduction in the CECL transitional amount.

The increase in risk-weighted assets was driven by loan growth, partially offset by the impact of two CLN transactions completed during 2024.

The CLN transactions involved an original aggregate reference pool of approximately $8 billion of on-balance sheet prime indirect auto loans as part of the company's capital optimization strategy, with the transactions reducing the risk-weighting on the reference pool of assets by approximately 75%.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share repurchases.

We generate shareholders’ equity primarily through the retention of earnings, net of dividends.

Other potential sources of shareholders’ equity include issuances of common and preferred stock.

Our objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities.

Shareholders’ equity totaled $19.4 billion at December 31, 2023, an increase of $1.6 billion, or 9%, when compared with December 31, 2022.

The increase was primarily driven by earnings, net of dividends, the changing rate environment causing a decrease in accumulated other comprehensive loss, and net issuance of preferred stock.

The net issuance of preferred stock is reflective of the first quarter of 2023 issuance of $317 million of Series J perpetual preferred stock, partially offset by the fourth quarter of 2023 repurchases totaling $90 million of Series E perpetual preferred stock.

Shareholders’ equity totaled $19.7 billion at December 31, 2024, an increase of $387 million, or 2%, when compared with December 31, 2023.

The increase was primarily driven by earnings, net of dividends, partially offset by the $405 million redemption of Series E preferred stock, and changes in accumulated other comprehensive loss driven by changes in interest rates.

82 Huntington Bancshares Incorporated

4 unchanged sentences

Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations.

On January 18, 2023, our Board authorized the repurchase of up to $1.0 billion of common shares within the eight quarter period ending December 31, 2024, subject to the Federal Reserve’s capital regulations.

Purchases of common stock under the authorization may include open market purchases, privately negotiated transactions, and accelerated share repurchase programs.

During the year ended December 31, 2023, we repurchased no

shares of common stock under the current repurchase authorization.

As part of the 2023 capital plan and our

current expectation that organic capital will be used for funding loan and lease growth and proposed changes to

regulatory capital requirements, we do not expect to utilize the share repurchase program through 2024.

we may at our discretion resume share repurchases at any time while considering factors including, but not limited

to, capital requirements and market conditions.

Huntington did not have any share repurchases during 2024 or 2023.

As part of our 2024 capital plan and our

current expectation that organic capital will be used for funding loan and lease growth and increase overall capital levels, we do not expect to have share repurchases through 2025.

BUSINESS SEGMENT DISCUSSION

Huntington’s business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance.

To align with our strategic priorities, during the second quarter of 2023, we completed an organizational realignment and now report on two business segments:

Our business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance.

We have two business segments:

Consumer & Regional Banking and Commercial Banking.

The Treasury / Other function includes technology and operations, and other unallocated assets, liabilities, revenue, and expense.

Prior period results have been adjusted to conform to the new segment presentation.

The Treasury / Other function includes all other items not included within our two business segments, including technology and operations, and other unallocated assets, liabilities, revenue, and expense.

Business segment results are determined based upon our management practices, which assigns balance sheet and income statement items to each of the business segments.

11 unchanged sentences

We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported acquisition-related expenses, if any, and a small amount of other residual unallocated expenses, are allocated to the business segments.

2023 Form 10-K 81

Funds Transfer Pricing (FTP)

3 unchanged sentences

The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment.

In general, the impact of the FTP methodology revision resulted in a higher cost of funds allocation as compared with the previous method.

Prior period results have been adjusted to conform to the revised FTP methodology.

The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities).

The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost.

2024 Form 10-K 83

Net Income (Loss) by Business Segment

Net income (loss) by business segment for the past three years is presented in the following table:

Net income (loss) for our business segments and Treasury/Other function for the past three years is presented in the following table.

Table 25 - Net Income (Loss) by Business Segment

4 unchanged sentences

Treasury / Other (725) (543) 124

Net income $ 1,951 $ 2,238 $ 1,295

Net income attributable to Huntington

$ 1,940 $ 1,951 $ 2,238

Consumer & Regional Banking

Table 26 - Key Performance Indicators for Consumer & Regional Banking

3 unchanged sentences

Provision for credit losses 284 246 38 15 260

Net interest income after provision for credit losses

3,786 3,471 315 9 2,953

Noninterest income 1,301 1,257 44 4 1,272

Noninterest expense:

Direct personnel costs

1,135 1,138 (3) — 1,124

Other noninterest expense, including corporate allocations

2,038 1,926 112 6 1,800

Total noninterest expense

3,173 3,064 109 4 2,924

Income before income taxes

1,914 1,664 250 15 1,301

Provision for income taxes 402 349 53 15 274

Net income $ 1,315 $ 1,027 $ 288 28 % $ 1,337

Net income attributable to Huntington

$ 1,512 $ 1,315 $ 197 15 % $ 1,027

Number of employees (average full-time equivalent)

8 unchanged sentences

Total trust assets (in billions)—eop 198.7 172.2 26.5 15 135.7

82 Huntington Bancshares Incorporated

Consumer & Regional Banking reported net income of $1.5 billion in 2024, an increase of $197 million, or 15%, compared to the year-ago period.

Segment net interest income increased $504 million, or 16%, primarily due to a $2.5 billion, or 4%, increase in average loans and leases and a 46 basis point increase in NIM driven by the higher rate environment.

The provision for credit losses decreased $14 million, or 5%, primarily due to modest improvement in the macroeconomic environment that was somewhat offset by consumer loan growth over the course of 2023.

Noninterest income decreased $15 million, or 1%, primarily due to decreases in gain on sale of loans resulting from the strategic decision to retain the guaranteed portion of SBA loans at origination, in customer deposit and loan fees largely due to program changes, and in mortgage banking income reflecting secondary marketing spreads and lower salable volume.

The decreases in noninterest income were partially offset by a $57 million gain on the sale of our RPS business and increases in wealth and asset management revenue and payments and cash management revenue.

Noninterest expense increased $140 million, or 5%, primarily due to higher overhead allocations, gains from branch sales recognized in 2022, an increase in personnel expense, and the impact of the FDIC DIF special assessment.

Consumer & Regional Banking reported net income of $1.0 billion in 2022, a decrease of $310 million, compared to the prior year period.

Segment net interest income increased $110 million, or 4%, primarily due to an increase in average assets reflecting organic growth and the impact of the TCF acquisition, partially offset by a 32 basis point decrease in NIM driven by higher cost of funds and a decrease in accelerated PPP loan fees recognized upon forgiveness payments from the SBA.

The provision for credit losses increased $258 million, primarily due to reserve releases in 2021 as the economic environment was improving, contrasted with reserve builds in 2022 that recognized the increased near-term recessionary risks.

Noninterest income decreased $17 million, or 1%, primarily due to lower mortgage banking income reflecting lower salable volume and secondary marketing spreads, partially offset by the impact of the TCF acquisition and an increase in gain on sale of loans, primarily due to sales of SBA loans during the first through third quarters of 2022.

Noninterest expense increased $226 million, or 8%, primarily due to the impact of the TCF acquisition largely driven by higher personnel expense reflecting an increase in the number of full-time equivalent employees and allocated overhead.

Segment net interest income increased $353 million, or 9%, primarily due to a $3.8 billion, or 6%, increase in average loans and leases and an 18 basis point increase in NIM.

The provision for credit losses increased $38 million, or 15%, driven by a combination of current year loan and lease growth and increased charge off activity, largely offset by a modest reduction in overall coverage ratios.

Noninterest income increased $44 million, or 4%, primarily due to increases in wealth and asset management revenue, reflecting higher assets under management, payments and cash management revenue, reflecting higher card transaction revenue, customer deposit and loan fees, and mortgage banking income, partially offset by a $57 million gain on the sale of our RPS business recognized during 2023.

Noninterest expense increased $109 million, or 4%, driven by an increase in corporate allocations.

84 Huntington Bancshares Incorporated

Commercial Banking

Table 27 - Key Performance Indicators for Commercial Banking

2 unchanged sentences

Net interest income $ 2,123 $ 2,162 $ (39) (2) % $ 1,807

Provision for credit losses 156 29 127 NM 23

Provision for credit losses 136 156 (20) (13) 29

Net interest income after provision for credit losses

1,987 2,006 (19) (1) 1,778

Noninterest income 716 646 70 11 667

Noninterest expense:

Direct personnel costs

607 502 105 21 444

Other noninterest expense, including corporate allocations

611 632 (21) (3) 612

Total noninterest expense

1,218 1,134 84 7 1,056

Income before income taxes

1,485 1,518 (33) (2) 1,389

Provision for income taxes 312 319 (7) (2) 292

Income attributable to non-controlling interest 20 20 — — 10

Net income attributable to Huntington Bancshares Inc $ 1,179 $ 1,087 $ 92 8 % $ 939

Net income attributable to Huntington

$ 1,153 $ 1,179 $ (26) (2) % $ 1,087

Number of employees (average full-time equivalent)

4 unchanged sentences

Net interest margin 3.66 % 3.74 % (0.08) % (2) 3.30 %

NCOs $ 119 $ 2 $ 117 NM $ 119

NCOs as a % of average loans and leases 0.21 % — % 0.21 % NM 0.31 %

2023 Form 10-K 83

Commercial Banking reported net income of $1.2 billion in 2023, an increase of $92 million, or 8%, compared to the year-ago period.

Segment net interest income increased $355 million, or 20%, primarily due to a 44 basis point increase in NIM, driven by the higher rate environment resulting in an increase in spreads and an increase in average loans and leases, partially offset by an increase in average deposits.

The provision for credit losses increased $127 million due to a combination of commercial loan and lease growth and an increase in the coverage ratio in the commercial real estate portfolio, reflecting ongoing risks in the commercial real estate environment.

Noninterest income decreased $21 million, or 3%, primarily due to a decrease in customer deposit and loan fees driven by a reduction in loan commitment fees and a decrease in capital markets and advisory fees, largely due to lower interest rate derivatives fees, partially offset by higher advisory fees from the Capstone acquisition.

Partially offsetting these decreases in noninterest income were increases in payments and cash management revenue and wealth and asset management revenue.

Noninterest expense increased $78 million, or 7%, primarily due to an increase in personnel costs reflecting the impact of the Capstone acquisition and an increase in average full-time equivalent employees, higher allocated overhead, and the impact of the FDIC DIF special assessment, partially offset by lower lease financing equipment depreciation.

Commercial Banking reported net income of $1.1 billion in 2022, an increase of $148 million, or 16%, compared to the prior year period.

Segment net interest income increased $324 million, or 22%, primarily due to an increase in average loans and leases, reflecting the impact of the TCF acquisition and continued organic loan and lease growth, partially offset by a 34 basis point decrease in NIM, driven by higher cost of funds.

The provision for credit losses increased $6 million due to a combination of loan and lease growth in 2022 and a reduction in ACL coverage ratios over the course of 2021, as there was more clarity around the economic impacts of COVID-19.

Noninterest income increased $148 million, or 29%, reflecting the impact of the TCF acquisition in addition to an increase in capital markets and advisory fees, primarily due to higher advisory fees supported by the impact of the Capstone Partners acquisition, loan syndication fees, foreign exchange fees, and interest rate derivatives fees.

Noninterest expense increased $269 million, or 34%, primarily reflecting the impact of the TCF and Capstone Partners acquisitions, which led to higher personnel costs and allocated overhead.

NCOs $ 156 $ 119 $ 37 31 $ 2

NCOs as a % of average loans and leases 0.28 % 0.21 % 0.07 % 33 — %

Commercial Banking reported net income of $1.2 billion in 2024, a decrease of $26 million, or 2%, compared to the year-ago period.

Segment net interest income decreased $39 million, or 2%, primarily due to an 8 basis point decrease in NIM driven by higher deposit rates and a $310 million decrease in average loans and leases, partially offset by a $2.6 billion, or 7%, increase in average deposits.

The provision for credit losses decreased $20 million due to a modest reduction in coverage ratio in the commercial portfolio, reflecting the current macroeconomic environment, partially offset by an increase in charge-off activity in 2024.

Noninterest income increased $70 million, or 11%, primarily due to increases in capital markets and advisory fees, commitment and other loan fees, and payment and cash management fees, partially offset by a decrease in leasing revenue.

Noninterest expense increased $84 million, or 7%, primarily due to increased personnel expense reflecting higher incentive compensation due to increased capital markets and advisory fees, investment in industry verticals, and new teams related to expansion across new geographies.

Treasury / Other

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives (including mark-to-market of interest rate caps, as applicable), and equity not directly assigned or allocated to one of the business segments.

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives (including mark-to-market of interest rate swaps, as applicable), and equity not directly assigned or allocated to one of the business segments.

Assets include investment securities and bank owned life insurance.

2024 Form 10-K 85

Net interest income includes the impact of administering our investment securities portfolios, the net impact of derivatives used to hedge interest rate sensitivity, as well as the financial impact associated with our FTP methodology, as described above.

Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses.

Noninterest expense includes certain corporate administrative, acquisition-related, if any, and other miscellaneous expenses not allocated to other business segments.

Noninterest expense includes certain corporate administrative, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments.

The provision for income taxes for the business segments is calculated at a statutory 21% tax rate, although our overall effective tax rate is lower.

Treasury / Other reported a net loss of $543 million in 2023, a decrease in net income of $667 million, compared to the year-ago period, driven by a decrease in net interest income and an increase in noninterest expense, partially offset by an increase in provision benefit for income tax.

Net interest income decreased $693 million primarily due to a higher cost of funds.

Noninterest expense increased $155 million primarily due to increases in personnel costs and professional services.

The increase in provision benefit for income taxes of $204 million is primarily due to lower pre-tax income in addition an increase in discrete tax benefits.

Treasury / Other reported net income of $124 million in 2022, an increase of $1.1 billion, compared to the year-ago period, driven by a $737 million increase in net interest income and a $669 million decrease in noninterest expense, partially offset by a $261 million reduction in provision benefit for income taxes.

84 Huntington Bancshares Incorporated

Table 28 - Key Performance Indicators for Treasury / Other

Year Ended December 31, Change from 2023 Year Ended December 31,

(dollar amounts in millions unless otherwise noted) 2024 2023 Amount Percent 2022

Net interest income $ (848) $ (440) $ (408) (93) % $ 253

Noninterest income 23 18 5 28 42

Noninterest expense:

Direct personnel costs

959 889 70 8 833

Other noninterest expense, including corporate allocations

(788) (513) (275) (54) (612)

Total noninterest expense

171 376 (205) (55) 221

(Loss) income before income taxes

(996) (798) (198) (25) 74

Benefit for income taxes

(271) (255) (16) (6) (51)

Income attributable to non-controlling interest — — — — 1

Net (loss) income attributable to Huntington

$ (725) $ (543) $ (182) (34) % $ 124

Number of employees (average full-time equivalent)

6,334 6,143 191 3 % 5,836

Total average assets $ 57,587 $ 52,410 $ 5,177 10 $ 49,820

Treasury / Other reported a net loss of $725 million in 2024, an increase in net loss of $182 million, compared to the year-ago period, driven by a decrease in net interest income, partially offset by a decrease in noninterest expense.

Net interest income decreased $408 million primarily due to a higher cost of funds and the impact from derivatives.

Noninterest expense decreased $205 million primarily due to an increase in corporate allocations.

ADDITIONAL DISCLOSURES

4 unchanged sentences

The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

86 Huntington Bancshares Incorporated

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

changes in general economic, political, or industry conditions;

deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages;

instability in global economic conditions and geopolitical matters, as well as volatility in financial markets ;

the impact of pandemics, including the COVID-19 pandemic and related variants and mutations, and their impact on the global economy and financial market conditions and our business, results of operations, and financial condition;

the impacts related to or resulting from recent bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;

deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets;

changes in U.S.

trade policies, including the imposition of tariffs and retaliatory tariffs ;

the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition;

the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;

unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss;

rising interest rates which could negatively impact the value of our portfolio of investment securities;

changing interest rates which could negatively impact the value of our portfolio of investment securities;

the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals;

7 unchanged sentences

success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy;

changes in policies and standards for regulatory review of bank mergers;

the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB;

14 unchanged sentences

Non-Regulatory Capital Ratios

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including:

• Tangible common equity to tangible assets,

• Tangible equity to tangible assets, and

• Tangible common equity to risk-weighted assets using Basel III definitions.

These non-regulatory capital ratios are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market conditions.

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including tangible common equity to tangible assets.

Non-regulatory capital ratios are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market conditions.

Additionally, presentation of these ratios allows readers to compare our capitalization to other financial services companies.

2 unchanged sentences

As a result, these non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.

Because there are no standardized definitions for these non-regulatory capital ratios, the Company’s calculation methods may differ from those used by other financial services companies.

Because there are no standardized definitions for non-regulatory capital ratios, the Company’s calculation methods may differ from those used by other financial services companies.

Also, there may be limits in the usefulness of these measures to investors.

15 unchanged sentences

Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, the portfolio performance and assigned risk ratings.

We utilize statistically-based models that employ assumptions about current and future economic conditions throughout the contractual life of our loan portfolio.

As part of our model risk oversight, we perform ongoing monitoring of model performance to assess modeling approaches and identify potential model enhancements, which may result in updates to our statistically based models from time-to-time.

One of the most significant judgments influencing the ACL estimate is the macroeconomic forecasts.

4 unchanged sentences

88 Huntington Bancshares Incorporated

However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario.

This scenario contemplates an increased risk of an extended government shutdown, persisting inflation concerns at the Federal Reserve causing the federal funds rate to remain elevated through the first quarter of 2024, ongoing banking industry uncertainty, and the tightening of lending standards.

Increased geopolitical tensions between China and Taiwan impact the supply chain for semiconductors and the threat of a wider conflict causes consumer confidence to fall.

Additionally, the Russian invasion of Ukraine lasts longer than in the baseline scenario and concerns increase around the Hamas-Israel conflict leading to a broader war in the Middle East.

The combination of the risk of federal shutdown, political tensions, tightening lending standards and the federal funds rate remaining elevated cause the stock market to fall.

To illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario.

This scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence, growing concerns about the impact of potential tariffs reducing consumer and business sentiment, and deepening fiscal disputes in Congress causing further sentiment decline.

Concerns about the banking industry also impact consumer confidence, causing banks to tighten lending standards.

Increased geopolitical tensions between China and Taiwan briefly impact the supply chain for semiconductors and the threat of a wider conflict causes consumer confidence to fall.

Additionally, the Russian invasion of Ukraine lasts longer than in the baseline scenario and concerns increase around the current conflict in the Middle East leading to a broader war in the region.

The combination of still elevated interest rates, political tensions, and tightening lending standards cause the stock market to fall.

The economy falls into a recession in the first quarter of 2025.

In response to the recession, the Federal Reserve starts lowering the federal funds rate in the second quarter of 2024, with significant rate reductions by the end of 2024.

Under this scenario, as an example, the unemployment rate increases from baseline levels and remains elevated for a prolonged period, the rate is estimated at 7.6% and 6.9% at the end of 2024 and 2025, respectively.

This forecast reflects unemployment rates that are approximately 3.6% and 2.9% higher than baseline scenario projections of 4.0% and 4.0%, respectively, for the same time periods.

In response to the recession, the Federal Reserve cuts the federal funds rate more aggressively with rates significantly below the baseline forecast starting in the first quarter of 2025.

Under this scenario, as an example, the unemployment rate increases from baseline levels and remains elevated for a prolonged period.

The rate in this adverse scenario is projected at 8.2% at the end of 2025, approximately 4.1% higher than the baseline scenario projection.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at December 31, 2024, management calculated the difference between our quantitative ACL and this 100% adverse scenario.

Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of approximately $0.8 billion at December 31, 2024.

This hypothetical increase is reflective of the sensitivity of the rate of change in the unemployment variable on our models.

The resulting difference is not intended to represent an expected increase in allowance levels for a number of reasons including the following:

6 unchanged sentences

We also evaluate the impact of changes in key economic parameters and overall economic conditions on the ability of borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date.

Large loan exposures may be addressed through a portfolio heterogeneity reserve.

We also consider how significant changes in underwriting policies and procedures could impact the ACL, including consideration of material changes in portfolio growth rates or credit terms.

Any changes to management and staffing that could impact lending, collections, or other relevant departments that could increase risk within the allowance process are also contemplated.

Observed changes in the quality of the credit review process identified by the second and third line reviews are also given appropriate consideration.

There is no certainty that our ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast.

Additionally, events adversely affecting specific customers, industries, or our markets such as geopolitical instability, or risks of inflation including a near-term recession, could severely impact our current expectations.

Additionally, events adversely affecting specific customers, industries, or our markets such as geopolitical instability, or risks of elevated interest rates for longer including a near-term recession, could severely impact our current expectations.

If the credit quality of our customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, our net income and capital could be materially adversely affected which, in turn, could have a material adverse effect on our financial condition and results of operations.

The extent to which the geopolitical instability and risks of inflation will continue to negatively impact our businesses, financial condition, liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, see Note 5 - ” Loans / Leases ” and Note 6 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements.

The extent to which the geopolitical instability and risks of elevated interest rates for longer will continue to negatively impact our businesses, financial condition, liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

2024 Form 10-K 89

6 unchanged sentences

Huntington additionally performs sensitivity analyses around discount rate assumptions utilized in order to assess the reasonableness of the rates, and the resulting estimated fair values.

As of October 1, 2023, a 100 basis point increase in discount rates would reduce estimated entity level fair value by approximately $2 billion and would not result in any impairment, as each reporting unit’s fair value would still exceed its carrying value.

As of October 1, 2024, a 100 basis point increase in discount rates would reduce estimated entity level fair value by approximately $3 billion and would not result in any goodwill impairment.

Recent Accounting Pronouncements and Developments

5 unchanged sentences

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 7. Management’s Discussion and Analysis