What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-16 · 522 added, 459 removed, 2097 unchanged (32% of the section changed)

83 unchanged sentences

Net loans and leases (1)

127,798 119,727

Bank owned life insurance 2,793 2,759

10 unchanged sentences

Short-term borrowings 199 620

Long-term debt 12,394 9,686

Long-term debt (1) (includes $ 821 and $ 0 , respectively, measured at fair value)

16,374 12,394

Other liabilities (1)

8 unchanged sentences

Retained earnings 5,204 4,322

Total Huntington Bancshares Inc shareholders’ equity 19,353 17,731

Total Huntington shareholders’ equity

19,740 19,353

Non-controlling interest 42 45

Total equity 19,782 19,398

Total liabilities and shareholders’ equity $ 189,368 $ 182,906

Total liabilities and equity $ 204,230 $ 189,368

Common shares authorized (par value of $ 0.01 )

4 unchanged sentences

Preferred shares outstanding 877,500 881,587

(1) Amounts represent loans for which Huntington has elected the fair value option.

See Note 19 - “ Fair Values of Assets and Liabilities .”

(1) Includes VIE balances in net loans and leases, long-term debt, other assets, and other liabilities of $ 1.1 billion, $ 1.0 billion, $ 264 million, and $ 109 million, respectively, at December 31, 2024, and VIE balances in other assets, and other liabilities of $ 82 million and $ 57 million, at December 31, 2023, respectively.

See Note 20 - “ Variable Interest Entities ” for additional information.

See Notes to Consolidated Financial Statements

11 unchanged sentences

Other securities-taxable 42 53 27

Other interest income 531 125 54

Total interest income 9,921 8,916 5,969

7 unchanged sentences

Net interest income after provision for credit losses 4,925 5,037 4,984

Noninterest income:

Payments and cash management revenue 620 585 561

2 unchanged sentences

Capital markets and advisory fees 327 248 265

Leasing revenue 112 126 99

Mortgage banking income 130 109 144

Leasing revenue 79 112 126

Insurance income 77 74 79

Bank owned life insurance income 66 56 69

Gain on sale of loans 14 57 9

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

2 unchanged sentences

2,040 1,921 1,981

Noninterest expense:

Personnel costs 2,701 2,529 2,401

Outside data processing and other services 665 605 610

Deposit and other insurance expense 302 67 51

Equipment 267 263 269

1 unchanged sentence

Marketing 116 115 91

Deposit and other insurance expense 114 302 67

Professional services 99 99 77

7 unchanged sentences

Income attributable to non-controlling interest 20 20 11

Net income attributable to Huntington Bancshares Inc 1,951 2,238 1,295

Net income attributable to Huntington 1,940 1,951 2,238

Dividends on preferred shares 134 142 113

Impact of preferred stock redemption ( 8 ) — 11

Impact of preferred stock redemptions and repurchases 5 ( 8 ) —

Net income applicable to common shares $ 1,801 $ 1,817 $ 2,125

10 unchanged sentences

(dollar amounts in millions) 2024 2023 2022

Net income attributable to Huntington Bancshares Inc $ 1,951 $ 2,238 $ 1,295

Other comprehensive income, net of tax:

Net income attributable to Huntington

$ 1,940 $ 1,951 $ 2,238

Other comprehensive (loss) income, net of tax:

Unrealized (losses) gains on available-for-sale securities, net of hedges

( 271 ) 154 ( 2,184 )

Net change related to cash flow hedges on loans 96 269 ( 695 )

Translations adjustments, net of hedges ( 6 ) 2 ( 5 )

Change in accumulated unrealized gains for pension and other post-retirement obligations

Other comprehensive income (loss), net of tax

Change in accumulated unrealized losses for pension and other post-retirement obligations

( 9 ) ( 3 ) 15

Comprehensive (loss) income attributable to Huntington Bancshares 2,373 ( 631 ) 874

Other comprehensive (loss) income, net of tax

( 190 ) 422 ( 2,869 )

Comprehensive income (loss) attributable to Huntington

1,750 2,373 ( 631 )

Comprehensive income attributed to non-controlling interest 20 20 11

5 unchanged sentences

Consolidated Statements of Changes in Shareholders’ Equity

Preferred Stock Common Stock AOCI Non-controlling

(dollar amounts in millions, except per share data, share amounts in thousands) Capital Treasury Stock Retained Total

Amount Shares Amount Surplus Shares Amount Earnings Total Interest Equity

Preferred Stock Common Stock AOCI Huntington Non-

(dollar amounts in millions, except per share data, share amounts in thousands) Capital Treasury Stock Retained Shareholders’ controlling

Amount Shares Amount Surplus Shares Amount Earnings Equity

Interest Equity

Year Ended December 31, 2024

1 unchanged sentence

Net income 1,940 1,940 20 1,960

Other comprehensive income, net of tax

Net proceeds from issuance of Series J Preferred Stock 317 317 317

Repurchase of preferred stock ( 90 ) — 8 ( 82 ) ( 82 )

Other comprehensive loss, net of tax

( 190 ) ( 190 ) ( 190 )

Redemption of preferred stock

( 405 ) — ( 5 ) ( 410 ) ( 410 )

Cash dividends declared:

9 unchanged sentences

Net income 1,951 1,951 20 1,971

Other comprehensive (loss) income, net of tax ( 2,869 ) ( 2,869 ) ( 2,869 )

Other comprehensive income, net of tax

Net proceeds from issuance of Series J Preferred Stock

Repurchase of preferred stock

( 90 ) — 8 ( 82 ) ( 82 )

Cash dividends declared:

9 unchanged sentences

Net income 2,238 2,238 11 2,249

Other comprehensive (loss) income, net of tax ( 421 ) ( 421 ) ( 421 )

TCF Financial Corp Acquisition:

Issuance of common stock 458,171 5 6,993 ( 37 ) 6,961 6,961

Issuance of Series I Preferred Stock 175 10 185 185

Non-controlling interest acquired — 22 22

Net proceeds from issuance of Series H Preferred Stock 486 486 486

Redemption of preferred stock ( 685 ) ( 4 ) ( 11 ) ( 700 ) ( 700 )

Repurchases of common stock ( 43,139 ) — ( 650 ) ( 650 ) ( 650 )

Other comprehensive loss, net of tax

( 2,869 ) ( 2,869 ) ( 2,869 )

Cash dividends declared:

18 unchanged sentences

Share-based compensation expense 106 97 105

Deferred income tax expense (benefit) ( 302 ) 319 ( 76 )

Deferred income tax (benefit) provision

( 26 ) ( 302 ) 319

Net change in:

6 unchanged sentences

Investing activities

Change in interest bearing deposits in banks 23 332 716

Net cash (paid) received from business acquisition — ( 223 ) 466

Change in interest earning deposits with banks

( 254 ) 23 332

Net cash paid in business acquisition

Proceeds from:

7 unchanged sentences

Purchases of other securities ( 155 ) ( 630 ) ( 1,080 )

Net proceeds from sales of portfolio loans and leases 450 995 517

Principal payments received under direct finance and sales-type leases 1,891 1,882 1,055

Net proceeds from sales of loans and leases

Principal payments received under direct finance leases 1,769 1,891 1,882

Purchases of loans and leases ( 680 ) ( 71 ) ( 610 )

2 unchanged sentences

Net accrued income and other receivables activity ( 474 ) ( 17 ) ( 66 )

Net cash paid for branch disposition — — ( 618 )

Other, net 87 88 151

3 unchanged sentences

Increase in deposits 11,218 3,316 4,651

Increase (decrease) in short-term borrowings ( 1,295 ) 2,161 ( 1,245 )

(Decrease) increase in short-term borrowings

( 782 ) ( 1,295 ) 2,161

Net proceeds from issuance of long-term debt 7,661 14,965 11,004

2 unchanged sentences

Dividends paid on common stock ( 903 ) ( 900 ) ( 897 )

Repurchases of common stock — — ( 650 )

Repurchase/redemption of preferred stock

3 unchanged sentences

Net cash provided by financing activities 13,022 3,765 8,764

Increase (decrease) in cash and cash equivalents 3,425 1,182 ( 1,073 )

Increase in cash and cash equivalents

2,718 3,425 1,182

Cash and cash equivalents at beginning of period (1) 10,129 6,704 5,522

Cash and cash equivalents at end of period (1) $ 12,847 $ 10,129 $ 6,704

98 Huntington Bancshares Incorporated

Year Ended December 31,

2 unchanged sentences

Interest paid $ 4,547 $ 3,359 $ 627

Income taxes (refunded) paid 90 ( 109 ) 269

Income taxes paid (refunded)

123 90 ( 109 )

Non-cash activities

2 unchanged sentences

Transfer of securities from available-for-sale to held-to-maturity — — 4,225

Business Combination (2)

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

(2) In the year ended 2021, the TCF acquisition included fair value of tangible assets acquired of $ 46.3 billion, goodwill and other intangible assets of $ 3.5 billion, liabilities assumed $ 42.6 billion, preferred stock of $ 185 million, and common stock of $ 7.0 billion.

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

See Notes to Consolidated Financial Statements

4 unchanged sentences

Nature of Operations — Huntington Bancshares Incorporated (Huntington or the Company) is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio.

This includes, but is not limited to, payments, mortgage banking, automobile, recreational vehicle and marine financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.

Huntington’s full-service branches and private client group offices are primarily located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, Pennsylvania, West Virginia, and Wisconsin.

Select financial services and other activities are also conducted in other states.

Basis of Presentation — The Consolidated Financial Statements include the accounts of Huntington and its majority-owned subsidiaries and are presented in accordance with GAAP.

Through its subsidiaries, including its bank subsidiary, The Huntington National Bank (the Bank), Huntington is engaged in providing full-service commercial and consumer deposit, lending, and other banking services to customers where the Bank has a local market presence and through select national businesses.

These include, but are not limited to, payments, mortgage banking, indirect and direct consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.

Basis of Presentation — The Consolidated Financial Statements are presented in accordance with GAAP and include the accounts of Huntington and its majority-owned subsidiaries and VIEs in which Huntington has determined to be the primary beneficiary.

All intercompany transactions and balances are eliminated in consolidation.

7 unchanged sentences

Investments accounted for under the cost measurement alternative and equity methods are periodically evaluated for impairment.

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

All prior period results have been adjusted to conform to the current presentation.

See Note 15 - “ Revenue from Contracts wi th Customers ” for a description of our major noninterest income categories.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that significantly affect amounts reported in the Consolidated Financial Statements.

1 unchanged sentence

As with any estimate, actual results could differ from those estimates.

Cash and cash equivalents —For statements of cash flows purposes, cash and cash equivalents are defined as the sum of cash and due from banks and interest-bearing deposits at Federal Reserve Bank, included within Interest-bearing deposits with banks on our Consolidated Balance Sheets.

97 Huntington Bancshares Incorporated

Cash and cash equivalents — For statements of cash flows purposes, cash and cash equivalents are defined as the sum of cash and due from banks and interest-earning deposits at the FRB, included within interest-earning deposits with banks on our Consolidated Balance Sheets.

Securities — Securities purchased with the intention of recognizing short-term profits or which are actively bought and sold are classified as trading account securities and reported at fair value.

8 unchanged sentences

Interest on securities, including amortization of premiums and accretion of discounts using the effective interest method over the period to maturity, is included in interest income.

Non-marketable equity securities include stock held for membership and regulatory purposes, such as FHLB stock and Federal Reserve Bank stock, and other non-marketable equity securities.

100 Huntington Bancshares Incorporated

Non-marketable equity securities include stock held for membership and regulatory purposes, such as FHLB stock and FRB stock, and other non-marketable equity securities.

These securities are accounted for at cost, evaluated for impairment, and are included in other securities.

9 unchanged sentences

Huntington amortizes loan discounts, premiums, and net loan origination fees and costs over the contractual lives of the related loans using the effective interest method.

Effective January 1, 2023, Huntington adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings (TDR) and Vintage Disclosures, which removed the existing measurement and disclosure requirements for TDR loans and added additional disclosure requirements related to modifications provided to borrowers experiencing financial difficulty.

Prior to adoption a change in contractual terms of a loan where a borrower was experiencing financial difficulty and received a concession not available through other sources the loan was required to be disclosed as a TDR, whereas now a borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period is disclosed as a modification to a borrower experiencing financial difficulty.

A borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period is disclosed as a modification to a borrower experiencing financial difficulty.

Huntington may modify loans to borrowers experiencing financial difficulty as a way of managing risk and mitigating credit loss from the borrower.

1 unchanged sentence

Impairment of the residual values of direct financing leases is evaluated quarterly, with impairment arising if the expected fair value is less than the carrying amount.

Huntington assesses net investments in leases (including residual values) for impairment and recognizes impairment losses in accordance with the impairment guidance for financial instruments.

Huntington assesses net investments in leases (including residual values) for impairment and recognizes losses in accordance with the impairment guidance for financial instruments.

As such, net investments in leases may be reduced by an allowance for credit losses, with changes recognized as provision expense.

2023 Form 10-K 98

For leased equipment, the residual component of a direct financing lease represents the estimated fair value of the leased equipment at the end of the lease term.

8 unchanged sentences

When a borrower with debt is discharged in a Chapter 7 bankruptcy and the debt is not reaffirmed by the borrower, the loan is determined to be collateral dependent and placed on nonaccrual status, unless there is a co-borrower or the repayment is likely to occur based on objective evidence.

All classes within the commercial loan and lease portfolio are placed on nonaccrual status at 90 -days past due.

2024 Form 10-K 101

When a loan is placed on nonaccrual status, any accrued interest is reversed and charged against interest income.

Commercial loans and leases are placed on nonaccrual status at 90 -days past due.

First-lien home equity loans are placed on nonaccrual status at 150 -days past due.

2 unchanged sentences

Residential mortgage loans are placed on nonaccrual status at 150 -days past due, with the exception of residential mortgages guaranteed by government agencies which continue to accrue interest at the rate guaranteed by the government agency.

For all classes within all loan portfolios, when a loan is placed on nonaccrual status, any accrued interest is reversed and charged against interest income.

For all classes within all loan portfolios, cash receipts on NALs are applied against principal until the loan or lease has been collected in full, including the charged-off portion, after which time any additional cash receipts are recognized as interest income.

Cash receipts on NALs are applied against principal until the loan or lease has been collected in full, including the charged-off portion, after which time any additional cash receipts are recognized as interest income.

However, for secured non-reaffirmed debt in a Chapter 7 bankruptcy, payments are applied to principal and interest when the borrower has demonstrated a capacity to continue payment of the debt and collection of the debt is reasonably assured.

For unsecured non-reaffirmed debt in a Chapter 7 bankruptcy where the carrying value has been fully charged-off, payments are recorded as loan recoveries.

Management monitors several factors to evaluate a borrower’s financial condition and their ability to make principal and interest payments.

2 unchanged sentences

Collateral-dependent Loans — Certain commercial and consumer loans for which repayment is expected to be provided substantially through the operation or sale of the loan collateral are considered to be collateral-dependent.

Allowance for Credit Losses — Huntington performs an ACL evaluation on its loan and lease portfolio, held-to-maturity securities as well as on available-for-sale securities.

The ACL on loan and lease portfolio and held-to-maturity securities are provided through an expected loss methodology referred to as CECL methodology.

Allowance for Credit Losses — Huntington performs an ACL evaluation on its loan and lease portfolio and its HTM and AFS securities portfolios.

The ACL on loan and lease portfolio and HTM securities are provided through an expected loss methodology referred to as CECL methodology.

The ACL on AFS securities is provided when a credit loss is deemed to have occurred for securities which Huntington does not intend to sell or is not required to sell.

The CECL methodology also applies to credit exposures on off-balance-sheet loan commitments, financial guarantees not accounted for as insurance, including standby letters of credit, and other similar instruments not recognized as derivative financial instruments.

99 Huntington Bancshares Incorporated

Loan and Lease portfolio - The ACL is deducted from the amortized cost basis of a financial asset or a group of financial assets so that the balance sheet reflects the net amount Huntington expects to collect.

14 unchanged sentences

Huntington has identified its portfolio classes as disclosed in Note 4 - “ Loans and Leases .”

102 Huntington Bancshares Incorporated

In addition to the transaction reserve described above, Huntington also maintains a general reserve that consists of various risk-profile reserve components.

3 unchanged sentences

The AULC is recorded in other liabilities in the Consolidated Balance Sheets.

HTM Securities - The allowance for held-to-maturity debt securities is estimated using a CECL methodology.

HTM Securities - The allowance for HTM debt securities is estimated using a CECL methodology.

Any expected credit loss is provided through the allowance for credit loss on HTM securities and is deducted from the amortized cost basis of the security so that the balance sheet reflects the net amount Huntington expects to collect.

4 unchanged sentences

Accordingly, there is a zero credit loss expectation on these securities.

2023 Form 10-K 100

AFS Securitie s - Huntington evaluates its available-for-sale investment securities portfolio on a quarterly basis for indicators of impairment.

AFS Securitie s - Huntington evaluates its AFS investment securities portfolio on a quarterly basis for indicators of impairment.

Huntington assesses whether an impairment has occurred when the fair value of a debt security is less than the amortized cost at the balance sheet date.

15 unchanged sentences

Collateral received is excluded from the Consolidated Balance Sheets.

The market value of collateral accepted or pledged is regularly monitored and additional collateral is obtained or provided as necessary to ensure appropriate collateral coverage in these transactions .

2024 Form 10-K 103

Premises and Equipment — Premises and equipment are stated at cost, less accumulated depreciation and amortization.

6 unchanged sentences

MSRs are included in servicing rights and other intangible assets in the Consolidated Balance Sheets.

All MSR assets are recorded using the fair value method.

All MSR assets are recorded at fair value.

Any change in the fair value of MSRs during the period is recorded in mortgage banking income.

101 Huntington Bancshares Incorporated

Goodwill and Other Intangible Assets — Under the acquisition method of accounting, the net assets of entities acquired by Huntington are recorded at their estimated fair value at the date of acquisition.

The excess cost of consideration paid over the fair value of net assets acquired is recorded as goodwill.

Goodwill is evaluated for impairment on an annual basis at October 1 st of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Goodwill is evaluated for impairment on an annual basis as of October 1 st of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Other intangible assets with finite useful lives are amortized either on an accelerated or straight-line basis over their estimated useful lives.

3 unchanged sentences

That rate, an input used in the measurement of the entity’s right-of-use assets, leverages an incremental borrowing rate of appropriate tenor and collateralization.

Derivative Financial Instruments — A variety of derivative financial instruments, principally interest rate swaps, swaptions, caps, 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.

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

Huntington also uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock commitments and its mortgage loans held for sale.

Mortgage loan sale commitments and the related interest rate lock commitments are carried at fair value on the Consolidated Balance Sheets with changes in fair value reflected in mortgage banking income.

Huntington also uses certain derivative financial instruments to offset changes in value of its MSRs.

These derivatives consist primarily of forward interest rate agreements and forward mortgage contracts.

The derivative instruments used are not designated as qualifying hedges.

Accordingly, such derivatives are recorded at fair value with changes in fair value reflected in mortgage banking income.

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

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

Accounting for changes in fair value of derivatives depends on whether the derivative is designated and qualifies in a hedging relationship.

8 unchanged sentences

Changes in the fair value of derivatives which do not qualify for hedge accounting are reported in current period earnings.

2023 Form 10-K 102

104 Huntington Bancshares Incorporated

For those derivatives to which hedge accounting is applied, Huntington formally documents the hedging relationship and the risk management objective and strategy for undertaking the hedge.

8 unchanged sentences

When hedge accounting is discontinued and the derivative no longer qualifies as an effective fair value, cash flow or net investment hedge, the derivative continues to be carried on the balance sheet at fair value and changes in fair value will be recorded in current period earnings unless re-designated.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that Huntington 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 Huntington, 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.

Huntington considers the value of collateral held and collateral provided in determining the net carrying value of derivatives.

Huntington offsets the fair value amounts recognized for derivative instruments and the fair value for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.

7 unchanged sentences

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

103 Huntington Bancshares Incorporated

Bank Owned Life Insurance — Huntington’s bank owned life insurance policies are recorded at their cash surrender value.

2 unchanged sentences

Book value protection for the separate accounts is provided by the insurance carriers and a highly rated major bank.

2024 Form 10-K 105

Transfers of Financial Assets and Securitizations — Transfers of financial assets in which we have surrendered control over the transferred assets are accounted for as sales.

16 unchanged sentences

Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income.

2023 Form 10-K 104

Huntington recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied.

4 unchanged sentences

Huntington’s contracts generally do not contain terms that require significant judgement to determine the variability impacting the transaction price.

106 Huntington Bancshares Incorporated

Control is transferred to a customer either at a point in time or over time.

16 unchanged sentences

Stock Repurchases — Acquisitions of Huntington stock are recorded at cost.

105 Huntington Bancshares Incorporated

2024 Form 10-K 107

ACCOUNTING STANDARDS UPDATE

1 unchanged sentence

Standard Summary of guidance Effects on financial Statements

ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures

Issued March 2022

• The amendments in this update eliminate TDR accounting while enhancing disclosure requirements for certain loan modifications when a borrower is experiencing financial difficulty.

The ASU also requires disclosure of current period gross charge-offs by year of origination for financing receivables and net investments in leases.

• Management adopted the guidance during the first quarter of 2023.

• The ASU has been applied prospectively, except the portion of the standard related to the recognition and measurement of TDRs where we elected to use a modified retrospective transition method.

• The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements.

Accounting standards yet to be adopted

Standard Summary of guidance Effects on financial statements

ASU 2023-02 - Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method Issued:

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method

• Permits the election of the proportional amortization method for any tax equity investment that meets specific criteria.

3 unchanged sentences

• Expands disclosure requirements for the nature of investments and financial statement effect.

• Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

• Huntington adopted the standard effective January 1, 2024.

on a modified retrospective basis.

• Huntington does not expect adoption of the standard to have a material impact on its Consolidated Financial Statements.

• Huntington adopted the standard effective January 1, 2024 on a modified retrospective basis.

• The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements.

ASU 2023-07 - Segment Reporting (Topic 280):

Improvement to Reportable Segments

• Requires disclosure of the position and title of the CODM and significant segment expenses that the CODM is regularly provided.

Improvement to Reportable Segments • Requires disclosure of the position and title of the CODM and significant segment expenses that the CODM is regularly provided.

• Requires the disclosure of other segment items representing the difference between segment revenue and expense and the profit and loss measure of the segment.

• Allows for the CODM to use more than one measure of segment profit and loss, as long as one measure is consistent with GAAP.

• Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

• Early adoption is permitted.

• The amendments are to be applied retrospectively to all periods presented and segment expense categories should be based on the categories identified at adoption.

• Huntington does not expect adoption of the standard to have a material impact on its Consolidated Financial Statements.

• Huntington adopted the standard effective for the year ended December 31, 2024.

• The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements.

• The amendments have been applied retrospectively to all periods presented and segment expense categories are based on the categories identified at adoption.

• Refer to Note 24 - “ Segment Reporting ” for additional disclosure information.

Accounting standards yet to be adopted

Standard Summary of guidance Effects on financial statements

ASU 2023-09 - Income Taxes (Topic 740):

2 unchanged sentences

• The amendments will require the disclosure of pre-tax income disaggregated between domestic and foreign, as well as income tax expense disaggregated by federal, state, and foreign.

• The amendment also eliminates certain disclosures related to unrecognized tax benefits and certain temporary differences.

• Effective for fiscal years beginning after December 15, 2024.

2 unchanged sentences

• Huntington does not expect adoption of the standard to have a material impact on its Consolidated Financial Statements.

2023 Form 10-K 106

BUSINESS COMBINATIONS

Capstone Partners

On June 15, 2022, Huntington acquired Capstone Partners, a leading middle market investment bank and advisory firm dedicated to servicing middle market companies throughout their full business lifecycle.

The acquisition resulted in $ 192 million of goodwill, allocated to the Commercial Banking segment, which approximates total consideration.

The goodwill recognized is deductible for tax purposes.

TCF Financial Corporation

On June 9, 2021, Huntington closed the acquisition of TCF Financial Corporation in an all-stock transaction valued at $ 7.2 billion.

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.

Under the terms of the agreement, TCF shareholders received 3.0028 shares of Huntington common stock for each share of TCF common stock.

Holders of TCF common stock also received cash in lieu of fractional shares.

In addition, each outstanding share of 5.70 % Series C Non-Cumulative Perpetual Preferred Stock of TCF was converted into one share of a newly created series of preferred stock of Huntington, Series I Preferred Stock.

Huntington's operating results for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 include the operating results of the acquired assets and assumed liabilities of TCF Financial Corporation subsequent to the acquisition on June 9, 2021.

Due to the conversions of TCF system occurring throughout 2021, as well as other streamlining and integration of the operating activities into those of the Company, historical reporting for the former TCF operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the period subsequent to acquisition.

108 Huntington Bancshares Incorporated

9 unchanged sentences

Federal agencies:

Residential CMO 3,592 — ( 408 ) 3,184

Residential MBS

11,988 — ( 1,971 ) 10,017

Residential CMO

3,778 1 ( 434 ) 3,345

Commercial MBS 2,519 — ( 767 ) 1,752

2 unchanged sentences

Municipal securities 4,119 1 ( 132 ) 3,988

Private-label CMO 131 — ( 12 ) 119

Asset-backed securities 387 — ( 31 ) 356

Corporate debt

1,157 — ( 102 ) 1,055

Asset-backed securities 330 — ( 19 ) 311

Private-label CMO

119 — ( 10 ) 109

Other securities/sovereign debt

1 unchanged sentence

Held-to-maturity securities:

$ 2,045 $ — $ ( 22 ) $ 2,023

Federal agencies:

Residential CMO $ 4,770 $ 6 $ ( 664 ) $ 4,112

Residential MBS

8,533 ( 1,336 ) 7,197

Residential CMO

4,309 3 ( 691 ) 3,621

Commercial MBS 1,407 — ( 231 ) 1,176

5 unchanged sentences

Non-marketable equity securities:

Federal Home Loan Bank stock $ 169 $ — $ — $ 169

Federal Reserve Bank stock 507 — — 507

$ 521 $ — $ — $ 521

Other non-marketable equity securities 25 — — 25

15 unchanged sentences

Federal agencies:

Residential CMO 3,336 — ( 422 ) 2,914

Residential MBS

13,155 3 ( 1,776 ) 11,382

Residential CMO

3,592 — ( 408 ) 3,184

Commercial MBS 2,536 — ( 709 ) 1,827

2 unchanged sentences

Municipal securities 3,536 2 ( 165 ) 3,373

Private-label CMO 146 — ( 18 ) 128

Asset-backed securities 416 — ( 44 ) 372

Corporate debt

2,202 79 ( 238 ) 2,043

Asset-backed securities 387 — ( 31 ) 356

Private-label CMO

131 — ( 12 ) 119

Other securities/sovereign debt

2 unchanged sentences

Federal agencies:

Residential CMO $ 4,970 $ 4 $ ( 714 ) $ 4,260

Residential MBS

$ 9,368 $ 1 $ ( 1,145 ) $ 8,224

Residential CMO

4,770 6 ( 664 ) 4,112

Commercial MBS 1,509 — ( 224 ) 1,285

5 unchanged sentences

Non-marketable equity securities:

Federal Home Loan Bank stock $ 312 $ — $ — $ 312

Federal Reserve Bank stock 500 — — 500

$ 507 $ — $ — $ 507

Other non-marketable equity securities 17 — — 17

12 unchanged sentences

At December 31,

(dollar amounts in millions) Amortized

(dollar amounts in millions) Amortized Cost

Amortized Cost

Available-for-sale securities:

18 unchanged sentences

Available-for-sale securities:

$ 3,153 $ ( 43 ) $ — $ — $ 3,153 $ ( 43 )

Federal agencies:

Residential CMO $ 543 $ ( 7 ) $ 2,641 $ ( 401 ) $ 3,184 $ ( 408 )

Residential MBS

275 ( 5 ) 9,676 ( 1,966 ) 9,951 ( 1,971 )

Residential CMO

243 ( 1 ) 2,802 ( 433 ) 3,045 ( 434 )

Commercial MBS — — 1,752 ( 767 ) 1,752 ( 767 )

Other agencies 21 — 69 ( 5 ) 90 ( 5 )

Total federal agency and other agency securities 750 ( 9 ) 15,462 ( 2,890 ) 16,212 ( 2,899 )

Treasury, federal agency and other agency securities

3,692 ( 49 ) 14,299 ( 3,171 ) 17,991 ( 3,220 )

Municipal securities 985 ( 25 ) 2,336 ( 107 ) 3,321 ( 132 )

Private-label CMO — — 99 ( 12 ) 99 ( 12 )

Asset-backed securities — — 281 ( 31 ) 281 ( 31 )

Corporate debt

— — 1,053 ( 102 ) 1,053 ( 102 )

Asset-backed securities 49 — 263 ( 19 ) 312 ( 19 )

Private-label CMO

— — 87 ( 10 ) 87 ( 10 )

Total temporarily impaired available-for-sale securities $ 4,726 $ ( 74 ) $ 18,038 $ ( 3,409 ) $ 22,764 $ ( 3,483 )

Held-to-maturity securities:

$ 1,581 $ ( 22 ) $ — $ — $ 1,581 $ ( 22 )

Federal agencies:

Residential CMO $ 156 $ ( 1 ) $ 3,542 $ ( 663 ) $ 3,698 $ ( 664 )

Residential MBS

99 ( 2 ) 7,097 ( 1,334 ) 7,196 ( 1,336 )

Residential CMO

163 ( 1 ) 3,152 ( 690 ) 3,315 ( 691 )

Commercial MBS — — 1,176 ( 231 ) 1,176 ( 231 )

Other agencies — — 69 ( 5 ) 69 ( 5 )

Total federal agency and other agency securities 156 ( 1 ) 13,030 ( 2,038 ) 13,186 ( 2,039 )

Treasury, federal agency and other agency securities

1,843 ( 25 ) 11,494 ( 2,260 ) 13,337 ( 2,285 )

Municipal securities — — 1 — 1 —

Total temporarily impaired held-to-maturity securities $ 1,843 $ ( 25 ) $ 11,495 $ ( 2,260 ) $ 13,338 $ ( 2,285 )

8 unchanged sentences

Federal agencies:

Residential CMO $ 2,096 $ ( 224 ) $ 818 $ ( 198 ) $ 2,914 $ ( 422 )

Residential MBS

$ 207 $ ( 2 ) $ 10,913 $ ( 1,774 ) $ 11,120 $ ( 1,776 )

Residential CMO

543 ( 7 ) 2,641 ( 401 ) 3,184 ( 408 )

Commercial MBS — — 1,827 ( 709 ) 1,827 ( 709 )

2 unchanged sentences

Municipal securities 625 ( 19 ) 2,496 ( 146 ) 3,121 ( 165 )

Private-label CMO 64 ( 13 ) 43 ( 5 ) 107 ( 18 )

Asset-backed securities 174 ( 10 ) 199 ( 34 ) 373 ( 44 )

Corporate debt

— — 2,043 ( 238 ) 2,043 ( 238 )

Asset-backed securities — — 281 ( 31 ) 281 ( 31 )

Private-label CMO

— — 99 ( 12 ) 99 ( 12 )

Total temporarily impaired available-for-sale securities $ 1,375 $ ( 28 ) $ 20,381 $ ( 3,317 ) $ 21,756 $ ( 3,345 )

1 unchanged sentence

Federal agencies:

Residential CMO $ 1,702 $ ( 238 ) $ 2,283 $ ( 476 ) $ 3,985 $ ( 714 )

Residential MBS

$ — $ — $ 8,108 $ ( 1,145 ) $ 8,108 $ ( 1,145 )

Residential CMO

156 ( 1 ) 3,542 ( 663 ) 3,698 ( 664 )

Commercial MBS — — 1,285 ( 224 ) 1,285 ( 224 )

2 unchanged sentences

Total temporarily impaired held-to-maturity securities $ 156 $ ( 1 ) $ 13,030 $ ( 2,038 ) $ 13,186 $ ( 2,039 )

During 2022, Huntington transferred $ 4.2 billion of securities from the AFS portfolio to the HTM portfolio.

At the time of the transfers, AOCI included $ 58 million of net unrealized losses attributed to these securities.

The net unrealized loss will be amortized into interest income over the remaining life of the securities.

At December 31, 2024 and December 31, 2023, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S.

1 unchanged sentence

There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either December 31, 2024 or December 31, 2023.

At December 31, 2023, all HTM debt securities are comprised of securities issued by government sponsored entities or are explicitly guaranteed by the U.S.

At December 31, 2024, substantially all HTM debt securities are comprised of securities issued by government sponsored entities or are explicitly guaranteed by the U.S.

In addition, there were no HTM debt securities considered past due at December 31, 2024.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2023, Huntington has concluded that it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2024, Huntington has concluded that, except for one municipal bond classified as an AFS debt security for which $ 2 million of write-downs were recognized during 2024, it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio.

There was no allowance related to securities as of December 31, 2024 or December 31, 2023.

20 unchanged sentences

(1) Loans and leases are reported at principal amount outstanding including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases.

The aggregate amount of these loan and lease adjustments was a net (discount) premium of $( 323 ) million and $ 3 million at December 31, 2023 and 2022, respectively.

The aggregate amount of these loan and lease adjustments was a net discount of $ 468 million and $ 323 million at December 31, 2024 and 2023, respectively.

(2) The total amount of accrued interest recorded for these loans and leases at December 31, 2024, was $ 316 million and $ 235 million of commercial and consumer loan and lease portfolios, respectively, and at December 31, 2023, was $ 333 million and $ 220 million of commercial and consumer loan and lease portfolios, respectively.

Accrued interest is presented in accrued income and other receivables within the Condensed Consolidated Balance Sheet s.

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

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

All prior period results have been adjusted to conform to the current presentation.

Lease Financing

9 unchanged sentences

The carrying value of residual values guaranteed was $ 517 million and $ 478 million as of December 31, 2024 and December 31, 2023, respectively.

The future lease rental payments due from customers on sales-type and direct financing leases at December 31, 2023, totaled $ 5.0 billion and were due as follows:

$ 810 million in 2024, $ 749 million in 2025, $ 704 million in 2026, $ 752 million in 2027, $ 766 million in 2028, and $ 1.2 billion thereafter.

The future lease rental payments due from customers on direct financing leases at December 31, 2024, totaled $ 5.2 billion and were due as follows:

$ 507 million in 2025, $ 773 million in 2026, $ 1.0 billion in 2027, $ 1.2 billion in 2028, $ 1.0 billion in 2029, and $ 713 million thereafter.

Interest income recognized for these types of leases was $ 336 million, $ 287 million, and $ 249 million for the years 2024, 2023, and 2022, respectively.

17 unchanged sentences

The following tables present an aging analysis of loans and leases, by class.

At December 31, 2023

Past Due (1) Loans Accounted for Under FVO Total Loans

2 unchanged sentences

more days Total Current

At December 31, 2024

Commercial and industrial $ 96 $ 46 $ 232 $ 374 $ 56,435 $ — $ 56,809 $ 3 (2)

8 unchanged sentences

At December 31, 2023

Past Due (1) Loans Accounted for Under FVO Total Loans

and Leases 90 or

(dollar amounts in millions) 30-59 Days

90 or more days Total Current

Commercial and industrial $ 90 $ 48 $ 90 $ 228 $ 50,429 $ — $ 50,657 $ 1 (2)

26 unchanged sentences

For all classes within the consumer loan portfolios, borrower credit bureau scores are monitored as an indicator of credit quality.

A credit bureau score is a credit score developed by FICO based on data provided by the credit bureaus.

A credit bureau score is a credit score developed by FICO based on data provided by the credit bureaus and refreshed at least quarterly.

The credit bureau score is widely accepted as the standard measure of consumer credit risk used by lenders, regulators, rating agencies, and consumers.

3 unchanged sentences

2024 Form 10-K 115

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

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

At December 31, 2024

6 unchanged sentences

Substandard 445 385 440 209 107 164 690 — 2,440

Doubtful — — 2 — — — 36 — 38

Total Commercial and industrial $ 16,666 $ 8,404 $ 7,111 $ 2,980 $ 1,822 $ 2,033 $ 17,789 $ 4 $ 56,809

33 unchanged sentences

Total RV and marine

$ 1,182 $ 1,200 $ 1,041 $ 951 $ 622 $ 986 $ — $ — $ 5,982

Other consumer

13 unchanged sentences

Substandard 393 305 188 150 83 184 750 — 2,053

Doubtful — — — — — 1 — — 1

Total Commercial and industrial $ 15,283 $ 10,433 $ 3,925 $ 2,321 $ 1,282 $ 1,635 $ 15,775 $ 3 $ 50,657

33 unchanged sentences

Total RV and marine

$ 1,499 $ 1,231 $ 1,140 $ 764 $ 400 $ 865 $ — $ — $ 5,899

Other consumer

4 unchanged sentences

Total Other consumer $ 288 $ 128 $ 59 $ 26 $ 23 $ 61 $ 846 $ 30 $ 1,461

(1) Consistent with the credit quality disclosures, indicators for the Commercial portfolio are based on internally defined categories of credit grades.

(2) Consistent with the credit quality disclosures, indicators for the Consumer portfolio are based on updated customer credit scores refreshed at least quarterly.

2024 Form 10-K 117

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

Year Ended December 31, 2023

Term Loans Gross Charge-offs by Origination Year

2 unchanged sentences

(dollar amounts in millions) 2024 2023 2022 2021 2020 Prior Total

Year Ended December 31, 2024

Commercial and industrial $ 4 $ 26 $ 74 $ 38 $ 14 $ 19 $ 47 $ 3 $ 225

1 unchanged sentence

Lease financing

2 2 — 2 — 1 — — 7

Residential mortgage — — — — — 3 — — 3

2 unchanged sentences

RV and marine

1 4 5 7 4 10 — — 31

Other consumer 14 25 15 7 3 16 — 37 117

Total $ 38 $ 79 $ 142 $ 71 $ 26 $ 79 $ 52 $ 44 $ 531

Term Loans Gross Charge-offs by Origination Year

Revolver Gross Charge-offs

Revolver Converted to Term Loans Gross Charge-offs

(dollar amounts in millions) 2023 2022 2021 2020 2019 Prior Total

Year Ended December 31, 2023

Commercial and industrial $ 9 $ 47 $ 48 $ 14 $ 33 $ 13 $ 11 $ 2 $ 177

Commercial real estate

8 9 31 — 26 4 7 — 85

Lease financing

— 4 2 1 1 — — — 8

Residential mortgage

— — 1 — — 4 — — 5

3 16 16 7 5 3 — — 50

— — — — — 1 2 6 9

RV and marine

— 2 4 3 3 7 — — 19

Other consumer 14 23 13 5 5 12 — 29 101

Total $ 34 $ 101 $ 115 $ 30 $ 73 $ 44 $ 20 $ 37 $ 454

Modifications to Debtors Experiencing Financial Difficulty

Effective January 1, 2023, Huntington adopted ASU 2022-02- Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.

For additional information on the adoption, refer to both Note 1 - “ Significant Accounting Policies ” and Note 2 - “ Accounting Standards Update .”

Huntington will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss, proactively work with borrowers in financial difficulty, or to comply with regulations regarding the treatment of certain bankruptcy filing and discharge situations.

A restructured note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

A debtor is considered to be experiencing financial difficulty when there is significant doubt about the debtor’s ability to make required payments on the debt or to get equivalent financing from another creditor at a market rate for similar debt.

2 unchanged sentences

Modifications in the form of principal forgiveness, an interest rate reduction, an other than insignificant payment delay or a term extension that have occurred in the current reporting period to a borrower experiencing financial difficulty are disclosed along with the financial impact of the modifications.

118 Huntington Bancshares Incorporated

Huntington will generally try other forms of relief before principal forgiveness but would define any contractual reduction in the amount of principal due without receiving payment or assets as forgiveness.

3 unchanged sentences

For the purpose of the disclosure modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

117 Huntington Bancshares Incorporated

Following is a description of what is considered a borrower experiencing financial difficulty by the different loan types:

3 unchanged sentences

It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing.

The restructured note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

Consumer loan modifications – Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default, generally indicate the borrower is experiencing financial difficulty.

2 unchanged sentences

Most, but not all, of the loans may be delinquent.

The Company’s primary loan categories that receive modifications are residential mortgage, automobile, home equity, RV and marine, and other consumer loans.

Impact on Credit Quality of Borrowers Experiencing Financial Difficulty

1 unchanged sentence

As such, the provision for credit losses is impacted primarily by changes in such loan level characteristics, such as payment performance.

Commercial borrowers experiencing financial difficulty are risk rated to reflect the increase in default characteristics so that that the ALLL reflects the future risk of loss.

Commercial borrowers experiencing financial difficulty are applied credit quality risk indicators that reflect the increase in default characteristics so that that the ALLL reflects the risk of loss.

Borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual loans.

2024 Form 10-K 119

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

Year Ended December 31, 2023

Amortized Cost

(dollar amounts in millions) Interest rate reduction Term extension Payment deferral Combo - interest rate reduction and term extension Total % of total loan class (1)

Year Ended December 31, 2024

Commercial and industrial $ 113 $ 209 $ — $ 64 $ 386 0.68 %

6 unchanged sentences

Total loans to borrowers experiencing financial difficulty in which modifications were made $ 115 $ 511 $ 6 $ 102 $ 734 0.59 %

Year Ended December 31, 2023

Commercial and industrial $ 64 $ 387 $ — $ 4 $ 455 0.90 %

Commercial real estate 2 151 — 4 157 1.26

Residential mortgage — 58 2 4 64 0.27

Automobile — 14 — 1 15 0.12

Home equity — 2 — 10 12 0.12

RV and marine — 1 — — 1 0.02

Other consumer 1 — — — 1 0.07

Total loans to borrowers experiencing financial difficulty in which modifications were made $ 67 $ 613 $ 2 $ 23 $ 705 0.58 %

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

2023 Form 10-K 118

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

Year Ended December 31, 2023

Interest Rate Reduction (1)

1 unchanged sentence

Weighted-average contractual interest rate Weighted-average years added to the life

Year Ended December 31, 2024

Commercial and industrial 8.16 % 7.12 % 1.0

1 unchanged sentence

Residential mortgage 6.8

Automobile 6.60 6.26 1.9

Home equity 8.88 6.15 14.6

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

Year Ended December 31, 2023

Commercial and industrial 8.62 % 8.05 % 1.0

Commercial real estate 1.0

Residential mortgage 7.7

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

120 Huntington Bancshares Incorporated

The performance of loans made to borrowers experiencing financial difficulty in which modifications were made is closely monitored to understand the effectiveness of modification efforts.

1 unchanged sentence

The following table depicts the performance of loans that have been modified during the reporting period.

At December 31, 2023

(dollar amounts in millions) 30-59

more days Total Current Total

At December 31, 2024

Commercial and industrial $ 6 $ 3 $ 4 $ 13 $ 373 $ 386

5 unchanged sentences

Other consumer — — — — 2 2

Total loans to borrowers experiencing financial difficulty in which modifications were made in the twelve months ended December 31, 2023

Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2024

$ 31 $ 12 $ 35 $ 78 $ 656 $ 734

TDR Concession Types

The following provides additional disclosures previously required by ASC Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, related to the year ended December 31, 2022.

The Company’s standards relating to loan modifications consider, among other factors, minimum verified income requirements, cash flow analyses, and collateral valuations.

Each potential loan modification is reviewed individually and the terms of the loan are modified to meet a borrower’s specific circumstances at a point in time.

All commercial TDRs are reviewed and approved by our FRG.

Following is a description of TDRs by the different loan types:

Commercial loan TDRs – Our strategy involving commercial TDR borrowers includes working with these borrowers to allow them to refinance elsewhere, as well as allow them time to improve their financial position and remain a Huntington customer through refinancing their notes according to market terms and conditions in the future.

A subsequent refinancing or modification of a loan may occur when either the loan matures according to the terms of the TDR-modified agreement, or the borrower requests a change to the loan agreements.

At that time, the loan is evaluated to determine if the borrower is creditworthy.

It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing.

The refinanced note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

119 Huntington Bancshares Incorporated

Consumer loan TDRs – Residential mortgage TDRs represent loan modifications associated with traditional first-lien mortgage loans in which a concession has been provided to the borrower.

The primary concessions given to residential mortgage borrowers are amortization, maturity date, and interest rate concessions.

Residential mortgages identified as TDRs involve borrowers unable to refinance their mortgages through the Company’s normal mortgage origination channels or through other independent sources.

Some, but not all, of the loans may be delinquent.

The Company may make similar interest rate, term, and principal concessions for Automobile, Home Equity, RV and Marine, and Other Consumer loan TDRs.

TDR Impact on Credit Quality

Huntington’s ALLL is influenced by loan level characteristics that inform the assessed propensity to default.

As such, the provision for credit losses is impacted primarily by changes in such loan level characteristics, such as payment performance, rather than the TDR classification.

TDRs can be classified as either accrual or nonaccrual loans.

Nonaccrual TDRs are included in NALs whereas accruing TDRs are excluded from NALs as it is probable that all contractual principal and interest due under the restructured terms will be collected.

The Company’s TDRs may include multiple concessions and the disclosure classifications are presented based on the primary concession provided to the borrower.

The following table presents, by class and modification type, the number of contracts, post-modification outstanding balance, and the financial effects of the modification.

At December 31, 2023

New Troubled Debt Restructurings (1)

Contracts Post-modification Outstanding Recorded Investment (2)

(dollar amounts in millions) Interest rate concession Amortization or maturity date concession Chapter 7 bankruptcy Other Total

Commercial and industrial $ 21 $ 25 $ 7 $ 53 $ 402 $ 455

5 unchanged sentences

Other consumer — — — — 1 1

Total new TDRs 4,005 $ 154 $ 225 $ 13 $ 16 $ 408

(1) TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.

(2) Post-modification balances approximate pre-modification balances.

Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2023

$ 33 $ 35 $ 24 $ 92 $ 613 $ 705

Pledged Loans and Leases

The Bank has access to secured borrowings from the Federal Reserve’s discount window and advances from the FHLB.

As of December 31, 2023 and 2022, loans and leases totaling $ 101.8 billion and $ 70.9 billion, respectively, were pledged to the Federal Reserve and FHLB for access to these contingent funding sources.

As of December 31, 2024 and 2023, loans and leases totaling $ 105.4 billion and $ 101.8 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

2024 Form 10-K 121

9 unchanged sentences

AULC balance, beginning of period $ 66 $ 79 $ 145

Benefit for unfunded lending commitments ( 5 ) — ( 5 )

Provision (benefit) for unfunded lending commitments

AULC balance, end of period $ 144 $ 58 $ 202

4 unchanged sentences

Recoveries of loans and leases previously charged-off 112 69 181

Provision (benefit) for loan and lease losses ( 23 ) 235 212

Provision for loan and lease losses

ALLL balance, end of period $ 1,563 $ 692 $ 2,255

AULC balance, beginning of period $ 71 $ 79 $ 150

Provision for unfunded lending commitments 30 43 73

Provision (benefit) for unfunded lending commitments

( 5 ) — ( 5 )

AULC balance, end of period $ 66 $ 79 $ 145

5 unchanged sentences

Provision (benefit) for loan and lease losses ( 23 ) 235 212

Allowance on PCD loans and leases at acquisition 374 58 432

ALLL balance, end of period $ 1,424 $ 697 $ 2,121

1 unchanged sentence

Provision for unfunded lending commitments 30 43 73

Unfunded lending commitment losses ( 1 ) — ( 1 )

AULC balance, end of period $ 71 $ 79 $ 150

ACL balance, end of period $ 1,495 $ 776 $ 2,271

At December 31, 2023, the ACL was $ 2.4 billion, an increase of $ 129 million from the December 31, 2022 balance of $ 2.3 billion.

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 Commercial ACL was $ 1.6 billion at December 31, 2023, an increase of $ 134 million from the December 31, 2022 balance of $ 1.5 billion.

The primary drivers were approximately $ 1.3 billion of commercial loan growth and an increase in the coverage ratio for the commercial real estate loan portfolio, reflecting the ongoing risks presented by higher interest rates, increased vacancy rates and deteriorating property values.

The Consumer ACL balance was $ 771 million at December 31, 2023, relatively flat compared to the December 31, 2022 balance of $ 776 million.

Consumer loan growth over the course of 2023 was offset by modest improvement in the macroeconomic environment.

At December 31, 2024, the ACL was $ 2.4 billion, an increase of $ 46 million from December 31, 2023.

The increase in the total ACL was driven by loan and lease growth throughout 2024, partially offset by a modest reduction in overall coverage ratios reflective of the current macroeconomic environment.

The Commercial ACL was $ 1.6 billion at December 31, 2024, a decrease of $ 1 million from December 31, 2023.

C&I loan and lease growth of $ 6.2 billion was offset by the combination of a modest reduction in the C&I coverage ratios due to improvement in the macroeconomic environment and a $ 1.3 billion decrease in CRE loans and leases.

The Consumer ACL was $ 818 million at December 31, 2024, an increase of $ 47 million from the December 31, 2023 balance.

The increase was primarily due to a $ 3.0 billion increase in consumer loans.

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

Marginal improvement is expected moving forward with unemployment returning to 4% by 2026.

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

Inflation is forecasted 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%.

122 Huntington Bancshares Incorporated

The baseline economic scenario used in the December 31, 2023 ACL determination included the federal funds rate projected to have peaked during the third quarter of 2023 and is forecast to remain at this terminal level until mid-2024 as the Federal Reserve continues to address the elevated 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 forecast to drop from 3.3% year over year at the end of 2023, to the Federal Reserve’s target level of 2% by the fourth quarter of 2024.

Unemployment is projected to gradually increase, peaking at 4.1% in the first quarter of 2025 before marginally improving to 3.9% by 2027.

The economic scenarios used included elevated levels of economic uncertainty including the impact of specific challenges in the Commercial Real Estate industry, high inflation readings, the U.S labor market, the expected path of interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world.

The economic scenarios used included elevated levels of economic uncertainty including the impact of specific challenges in the commercial real estate industry, recent inflation levels, the U.S labor market, the expected path of interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world.

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

6 unchanged sentences

Pretax gains resulting from above loan sales (1) 78 58 137

(1) Recorded in mortgage banking income.

Total servicing, late, and other ancillary fees (1)

(1) Included in mortgage banking income.

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

9 unchanged sentences

Fair value, end of period $ 573 $ 515

Loans serviced for third parties, unpaid principal balance, end of period

$ 33,696 $ 33,237

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

5 unchanged sentences

MSR values are sensitive to movement in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which are impacted by the level of prepayments.

2023 Form 10-K 122

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

A summary of key assumptions and the sensitivity of the MSR value to changes in these assumptions follows.

At December 31, 2024 At December 31, 2023

5 unchanged sentences

Spread over forward interest rate swap rates 568 bps ( 13 ) ( 26 ) 538 bps ( 11 ) ( 22 )

Total servicing, late and other ancillary fees included in mortgage banking income was $ 98 million, $ 91 million, and $ 79 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The unpaid principal balance of residential mortgage loans serviced for third parties was $ 33.2 billion, $ 32.4 billion, and $ 31.0 billion at December 31, 2023, 2022, and 2021, respectively.

2024 Form 10-K 123

GOODWILL AND OTHER INTANGIBLE ASSETS

Business segments are based on segment leadership structure, which reflects how segment performance is monitored and assessed.

We have two major business segments:

Consumer & Regional Banking and Commercial Banking.

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

A rollforward of goodwill by business segment for which goodwill is allocated is presented in the table below.

4 unchanged sentences

$ 3,650 $ 1,921 $ 5,571

Acquisitions — 222 222

Balance, December 31, 2022 3,650 1,921 5,571

RPS sale ( 10 ) — ( 10 )

Balance, December 31, 2023 3,640 1,921 5,561

Huntington’s other intangible assets consisted of the following:

Balance, December 31, 2024 $ 3,640 $ 1,921 $ 5,561

Huntington’s other intangible assets are presented in the following table.

(dollar amounts in millions) Gross

11 unchanged sentences

(dollar amounts in millions) Amortization

123 Huntington Bancshares Incorporated

PREMISES AND EQUIPMENT

Premises and equipment were comprised of the following:

Premises and equipment were comprised as follows.

At December 31,

11 unchanged sentences

Total depreciation and amortization of premises and equipment $ 142 $ 167 $ 182

124 Huntington Bancshares Incorporated

OPERATING LEASES

13 unchanged sentences

Net lease cost $ 65 $ 69

2023 Form 10-K 124

Maturity of lease liabilities at December 31, 2024 are as follows.

15 unchanged sentences

(dollar amounts in millions) 2024 2023

Federal funds purchased and securities sold under agreements to repurchase $ 618 $ 253

FHLB advances — 1,700

Securities sold under agreements to repurchase $ 142 $ 618

Other borrowings 57 2

Total short-term borrowings $ 199 $ 620

As of December 31, 2023, the carrying value of assets pledged as collateral against repurchase agreements totaled $ 840 million.

2024 Form 10-K 125

The carrying value of assets pledged as collateral against repurchase agreements totaled $ 224 million and $ 840 million as of December 31, 2024 and December 31, 2023, respectively.

Assets pledged as collateral are reported in available-for-sale securities and held-to-maturity securities on the Consolidated Balance Sheets.

1 unchanged sentence

No amounts have been offset against the agreements.

125 Huntington Bancshares Incorporated

Huntington’s long-term debt consisted of the following:

Huntington’s long-term debt, which consists of borrowings with an initial maturity of greater than one year, is included in the following table.

The interest rate disclosed represents the contractual rate as of the most recent period end.

At December 31,

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5.27 % Huntington Bancshares Incorporated senior notes due 2031

5.02 % Huntington Bancshares Incorporated senior notes due 2033

5.71 % Huntington Bancshares Incorporated senior notes due 2035

Subordinated Notes:

3.55 % Huntington Bancshares Incorporated subordinated notes due 2023

Huntington Capital I Trust Preferred 5.55 % junior subordinated debentures due 2027 (1)

4 unchanged sentences

6.14 % Huntington Bancshares Incorporated subordinated notes due 2039

Total notes issued by the parent 4,993 3,980

Total notes issued by the Parent Company

Senior Notes:

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5.65 % Huntington National Bank senior notes due 2030

5.76 % Huntington National Bank senior notes due 2030

Subordinated Notes:

5 unchanged sentences

FHLB Advances:

4.21 % weighted average rate, varying maturities greater than one year

4.64 % weighted average rate, varying maturities

Auto Loan Securitization Trust (4)

Credit Linked Notes (5)

Huntington Technology Finance nonrecourse debt, 5.96 % weighted average interest rate, varying maturities

6.65 % Huntington Preferred Capital II - Class G securities

7.64 % Huntington Preferred Capital II - Class I securities (6)

5 unchanged sentences

(3) Variable effective rate at December 31, 2024, based on three-month SOFR + 1.66 %.

126 Huntington Bancshares Incorporated

(4) Represents secured borrowings collateralized by auto loans with a weighted average rate of 5.31 % due through 2029.

See Note 20 - “ Variable Interest Entities ” for additional information.

(5) See details of credit linked notes in the following table.

(6) Variable effective rate at December 31, 2024, based on three-month SOFR + 2.00 %.

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(8) Variable effective rate at December 31, 2024, based on three-month SOFR + 3.10 %.

(7) Represents the outstanding amount of debentures issued to each trust and related trust-preferred securities.

Refer to Note 21 - “ Variable Interest Entities ” for trust-preferred securities details.

2023 Form 10-K 126

Amounts above are net of unamortized discounts and adjustments related to hedging with derivative financial instruments.

We use interest rate swaps to hedge interest rate risk of certain fixed-rate debt by converting the debt to a variable rate.

See Note 20 - “ Derivative Financial Instruments “ for more information regarding such financial instruments.

During the 2023 third quarter, Huntington issued $ 1.3 billion of fixed-to-floating senior notes.

The fixed-to-floating senior notes are due August 21, 2029 and bear an initial fixed interest rate of 6.208 %.

Commencing August 21, 2028, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 202 basis points.

On January 26, 2024, Huntington issued $ 1.3 billion of fixed-to-floating senior notes.

The fixed-to-floating senior notes are due February 2, 2035 and bear an initial fixed interest rate of 5.709 %.

Commencing February 2, 2034, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 187 basis points.

Long-term debt maturities, based upon the par values of the long-term debt, for the next five years and thereafter are as follows:

Huntington entered into two CLN transactions during 2024 that effectively transfer the risk of first losses on certain reference pools of the Company’s auto-secured loans.

Huntington has elected the fair value option for these notes.

See Note 18 - “Fair Values of Assets and Liabilities” for additional information.

To the extent losses exceed certain thresholds, the principal and interest payable on the notes may be reduced by a portion of the Company’s aggregate net losses on the reference pool of loans, with losses allocated to note classes in reverse order of payment priority.

Additional information about Huntington’s CLN issuances is as follows.

At December 31, 2024

(dollar amounts in millions)

Weighted Average Interest Rate

Reference Pool Net Balance

Principal Outstanding

CLN 2024-1 due 2032 (1) 6.66 % $ 3,014 $ 366

CLN 2024-2 due 2032 (2) 6.03 3,740 451

$ 6,754 $ 817

Fair value adjustment 4

Carrying value

(1) Consists of multiple classes of loans.

One note class bears interest at a fixed rate of 6.15 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.40 % to 8.25 % (weighted average spread of 3.04 %).

(2) Consists of multiple classes of loans.

One note class bears interest at a fixed rate of 5.44 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.35 % to 7.50 % (weighted average spread of 2.99 %).

Long-term debt maturities, based upon the par values and contractual maturities of the long-term debt, for the next five years and thereafter are as follows.

(dollar amounts in millions) 2025 2026 2027 2028 2029 Thereafter Total

5 unchanged sentences

FHLB advances 200 3,500 500 500 — 1 4,701

Auto loan securitization trust (1)

— — 349 — 678 — 1,027

Credit linked notes (1)

— — — — — 817 817

Other 28 52 139 163 99 7 488

Total $ 826 $ 3,552 $ 1,297 $ 2,245 $ 2,027 $ 6,732 $ 16,679

(1) The contractual maturities are in the years presented, however, the underlying loans will pay down through the contractual maturities.

In addition, there is an optional redemption date in which Huntington has the right to redeem the notes after the period in which the aggregate principal balance is less than or equal to 10% of the original principal balance.

The terms of certain long-term debt obligations contain various restrictive covenants including limitations on the acquisition of additional debt, dividend payments, and the disposition of subsidiaries.

As of December 31, 2024, Huntington was in compliance with all such covenants.

127 Huntington Bancshares Incorporated

2024 Form 10-K 127

OTHER COMPREHENSIVE INCOME

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Reclassification adjustment for realized net losses included in net income 94 ( 18 ) 76

Total unrealized gains (losses) on available-for-sale securities, net of hedges 201 ( 47 ) 154

Unrealized gains (losses) on cash flow hedges during the period 162 ( 37 ) 125

Total unrealized losses on available-for-sale securities, net of hedges ( 360 ) 89 ( 271 )

Unrealized losses on cash flow hedges during the period ( 111 ) 26 ( 85 )

Reclassification adjustment for cash flow hedges included in net income 236 ( 55 ) 181

1 unchanged sentence

Translation adjustments, net of hedges (1) ( 6 ) — ( 6 )

Change in accumulated unrealized gains for pension and other post-retirement obligations ( 4 ) 1 ( 3 )

Other comprehensive income (loss) $ 548 $ ( 126 ) $ 422

Change in accumulated unrealized losses for pension and other post-retirement obligations ( 12 ) 3 ( 9 )

Other comprehensive loss $ ( 253 ) $ 63 $ ( 190 )

Year Ended December 31, 2023

Unrealized losses on available-for-sale securities arising during the period, net of hedges $ ( 2,934 ) $ 673 $ ( 2,261 )

Unrealized gains on available-for-sale securities arising during the period, net of hedges $ 154 $ ( 36 ) $ 118

Reclassification adjustment for realized net losses included in net income 47 ( 11 ) 36

Total unrealized gains (losses) on available-for-sale securities, net of hedges ( 2,834 ) 650 ( 2,184 )

Unrealized gains (losses) on cash flow hedges during the period ( 896 ) 201 ( 695 )

Total unrealized gains on available-for-sale securities, net of hedges 201 ( 47 ) 154

Unrealized gains on cash flow hedges during the period 162 ( 37 ) 125

Reclassification adjustment for cash flow hedges included in net income 187 ( 43 ) 144

1 unchanged sentence

Translation adjustments, net of hedges (1) 2 — 2

Change in accumulated unrealized gains for pension and other post-retirement obligations 19 ( 4 ) 15

Other comprehensive income (loss) $ ( 3,716 ) $ 847 $ ( 2,869 )

Change in accumulated unrealized losses for pension and other post-retirement obligations ( 4 ) 1 ( 3 )

Other comprehensive income $ 548 $ ( 126 ) $ 422

Year Ended December 31, 2022

1 unchanged sentence

Reclassification adjustment for realized net losses included in net income 100 ( 23 ) 77

Total unrealized gains (losses) on available-for-sale securities, net of hedges ( 327 ) 73 ( 254 )

Unrealized gains (losses) on cash flow hedges during the period ( 257 ) 65 ( 192 )

Total unrealized losses on available-for-sale securities, net of hedges ( 2,834 ) 650 ( 2,184 )

Unrealized losses on cash flow hedges during the period ( 896 ) 201 ( 695 )

Reclassification adjustment for cash flow hedges included in net income — — —

1 unchanged sentence

Translation adjustments, net of hedges (1) ( 5 ) — ( 5 )

Change in accumulated unrealized gains for pension and other post-retirement obligations 36 ( 8 ) 28

Other comprehensive income (loss) $ ( 551 ) $ 130 $ ( 421 )

Change in accumulated unrealized losses for pension and other post-retirement obligations 19 ( 4 ) 15

Other comprehensive loss $ ( 3,716 ) $ 847 $ ( 2,869 )

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

2023 Form 10-K 128

Activity in accumulated OCI were as follows:

128 Huntington Bancshares Incorporated

Activity in accumulated OCI was as follows.

(dollar amounts in millions) Unrealized losses

3 unchanged sentences

Translation adjustments, net of hedges Unrealized

(losses) gains for

pension and other

post-retirement

obligations Total

December 31, 2021 $ ( 64 ) $ 63 $ ( 3 ) $ ( 225 ) $ ( 229 )

Other comprehensive income (loss) before reclassifications ( 280 ) ( 192 ) ( 3 ) — ( 475 )

Other comprehensive loss before reclassifications ( 2,261 ) ( 695 ) ( 5 ) — ( 2,961 )

Amounts reclassified from accumulated OCI to earnings 77 — — 15 92

1 unchanged sentence

December 31, 2022 ( 2,248 ) ( 632 ) ( 8 ) ( 210 ) ( 3,098 )

Other comprehensive income (loss) before reclassifications ( 2,261 ) ( 695 ) ( 5 ) — ( 2,961 )

Other comprehensive income before reclassifications 118 125 2 — 245

Amounts reclassified from accumulated OCI to earnings 36 144 — ( 3 ) 177

1 unchanged sentence

December 31, 2023 ( 2,094 ) ( 363 ) ( 6 ) ( 213 ) ( 2,676 )

Other comprehensive income before reclassifications 118 125 2 — 245

Other comprehensive loss before reclassifications

( 347 ) ( 85 ) ( 6 ) — ( 438 )

Amounts reclassified from accumulated OCI to earnings 76 181 — ( 9 ) 248

17 unchanged sentences

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

(2) Series B, H, and J preferred stock have a liquidation value and redemption price per share of $ 1,000 , plus any declared and unpaid dividends.

(3) Series B dividend rate converted to 3-month CME Term SOFR + 26 bps LIBOR spread adjustment + 270 bps effective July 15, 2023.

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

(3) Dividend rate converted to 3-month CME Term SOFR + 26 bps LIBOR spread adjustment + 270 bps effective July 15, 2023.

Prior to July 15, 2023, the dividend rate was 3-month LIBOR + 270 bps.

(4) Series E, F, and G, preferred stock have a liquidation value and redemption price per share of $ 100,000 , plus any declared and unpaid dividends.

(5) Series E dividend rate converted to 3-month CME Term SOFR + 26 bps LIBOR spread adjustment + 288 bps effective July 15, 2023.

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

(5) Dividend rate converted to 3-month CME Term SOFR + 26 bps LIBOR spread adjustment + 288 bps effective July 15, 2023.

Prior to July 15, 2023, the dividend rate was 3-month LIBOR + 288 bps.

(6) Series I preferred stock has a liquidation value and redemption price per share of $ 25,000 , plus any declared and unpaid dividends.

129 Huntington Bancshares Incorporated

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

2024 Form 10-K 129

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

4 unchanged sentences

Series B $ 81.10 $ ( 3 ) $ 80.28 $ ( 3 ) $ 46.68 $ ( 2 )

Series C — — — — 44.07 ( 4 )

Series D — — — — 31.25 ( 18 )

Series E 6,412.62 ( 26 ) 7,753.75 ( 37 ) 5,700.00 ( 29 )

5 unchanged sentences

Total $ ( 134 ) $ ( 142 ) $ ( 113 )

During the fourth quarter of 2023, $ 90 million of outstanding Series E Non-Cumulative Perpetual Preferred Stock, par value $ 0.01 per share, was repurchased.

On October 15, 2021, all $ 100 million of outstanding Series C Non-Cumulative Perpetual Preferred Stock, par value $ 0.01 per share, was redeemed.

On July 15, 2021, all $ 600 million of outstanding Series D Non-Cumulative Perpetual Preferred Stock, par value $ 0.01 per share, was redeemed.

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

During the fourth quarter of 2023, $ 90 million of outstanding Series E Preferred Stock, par value $ 0.01 per share, was repurchased.

EARNINGS PER SHARE

1 unchanged sentence

Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares.

Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units and awards, and distributions from deferred compensation plans.

Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units and awards, performance share units, and shares held in deferred compensation plans.

Potentially dilutive common shares are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive.

2023 Form 10-K 130

The calculation of basic and diluted earnings per share is as follows.

3 unchanged sentences

Net income attributable to Huntington $ 1,940 $ 1,951 $ 2,238

Preferred stock dividends 142 113 131

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

Dividends on preferred shares 134 142 113

Impact of preferred stock redemptions and repurchases 5 ( 8 ) —

Net income available to common shareholders $ 1,801 $ 1,817 $ 2,125

3 unchanged sentences

Average dilutive potential common shares:

Stock options and restricted stock units and awards 14,456 17,534 18,185

Stock options, restricted stock units and awards, and performance share units 17,669 14,456 17,534

Shares held in deferred compensation plans 7,352 7,111 6,407

4 unchanged sentences

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

130 Huntington Bancshares Incorporated

REVENUE FROM CONTRACTS WITH CUSTOMERS

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Huntington may also recognize revenue from referring a customer to outside third-parties to purchase annuities and mutual funds which is recognized in the period earned.

131 Huntington Bancshares Incorporated

• Customer deposit and loan fees primarily includes fees and other charges Huntington receives related to service charges on deposit accounts, loan commitments and standby letters of credits, and other deposit and lending activity.

14 unchanged sentences

• Other - Within the scope of ASC 606, Huntington recognizes a variety of other miscellaneous revenue streams which are recognized when, or as, the performance obligation is satisfied.

2024 Form 10-K 131

The following table shows Huntington’s total noninterest income segregated between revenue with contracts with customers within the scope of ASC 606 and revenue within the scope of other GAAP Topics.

10 unchanged sentences

The process is designed around Huntington’s organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

2023 Form 10-K 132

The following table illustrates the disaggregation by operating segment and major revenue stream and reconciles disaggregated revenue to segment revenue presented in Note 24 - “ Segment Reporting .”

(dollar amounts in millions) Consumer & Business Banking Commercial Banking Treasury / Other Huntington Consolidated

(dollar amounts in millions) Consumer & Regional Banking

Commercial Banking Treasury / Other Huntington Consolidated

Year Ended December 31, 2024

6 unchanged sentences

Insurance income 67 11 ( 1 ) 77

Other 67 3 ( 2 ) 68

Other noninterest income 9 5 ( 4 ) 10

Net revenue from contracts with customers $ 1,120 $ 353 $ ( 5 ) $ 1,468

9 unchanged sentences

Insurance income 64 11 ( 1 ) 74

Other 8 12 ( 2 ) 18

Other noninterest income 67 3 ( 2 ) 68

Net revenue from contracts with customers $ 1,098 $ 307 $ ( 5 ) $ 1,400

9 unchanged sentences

Insurance income 71 9 ( 1 ) 79

Other 6 2 11 19

Other noninterest income 8 12 ( 2 ) 18

Net revenue from contracts with customers $ 1,020 $ 304 $ ( 6 ) $ 1,318

1 unchanged sentence

Total noninterest income $ 1,272 $ 667 $ 42 $ 1,981

132 Huntington Bancshares Incorporated

Huntington generally provides services for customers in which it acts as principal.

4 unchanged sentences

Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended December 31, 2024 was determined to be immaterial.

133 Huntington Bancshares Incorporated

SHARE-BASED COMPENSATION

Share-based awards are eligible for issuance under the Huntington Bancshares Incorporated 2018 Long Term Incentive Plan.

This plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units and other awards to officers, directors, and other employees.

In connection with the TCF acquisition in 2021, equity awards granted under the TCF equity plans were assumed subject to the same terms and conditions applicable to such awards prior to the date of acquisition.

Share-based awards are eligible for issuance under the Company’s long term incentive plan.

The plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units, and other awards to officers, directors, and other employees.

At December 31, 2024, 37 million shares were available for future grants.

9 unchanged sentences

Stock options, awarded by Huntington, are granted at the closing market price on the date of the grant and vest ratably over four years or when other conditions are met.

Options assumed in the TCF acquisition have been fully vested.

Stock options, which represented a portion of the grant values, have no intrinsic value until the stock price increases.

11 unchanged sentences

Exercisable at December 31, 2024 9,835 $ 12.69 4.0 $ 36

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Restricted Stock Units and Performance Share Units

Restricted stock units and performance share units awarded by Huntington are granted at the closing market price on the date of the grant.

Restricted stock units and awards can be settled in shares or cash depending on the award.

Restricted stock units, for the most part, provide either accumulated cash dividends during the vesting period or, accrue a dividend equivalent that is paid upon vesting.

Both restricted stock awards and restricted stock units are subject to certain service restrictions.

Restricted stock units can be settled in shares or cash depending on the award and, for the most part, provide either accumulated cash dividends during the vesting period or, accrue a dividend equivalent that is paid upon vesting.

Restricted stock units are subject to certain service restrictions.

Performance share units are payable contingent upon Huntington achieving certain predefined performance objectives over a three-year measurement period.

1 unchanged sentence

2024 Form 10-K 133

The following table summarizes the status of Huntington’s restricted stock awards, restricted stock units, and performance share units as of December 31, 2023, and activity for the year ended December 31, 2023:

Restricted Stock Awards Restricted Stock Units Performance Share Units

The following table summarizes the status of Huntington’s restricted stock units and performance share units as of December 31, 2024, and activity for the year ended December 31, 2024.

Restricted Stock Units Performance Share Units

(amounts in thousands, except per share amounts) Quantity Weighted-

Quantity Weighted-

Nonvested at January 1, 2024

28 unchanged sentences

Settlements ( 9 ) ( 16 )

Actuarial gains 5 ( 228 )

Actuarial (losses) gains

Total changes ( 41 ) ( 5 )

21 unchanged sentences

Benefit costs $ ( 3 ) $ 4 $ 8

(1) The pension costs are recognized in other noninterest income in the Consolidated Statements of Income .

During 2023, all Plan assets were transferred to Northern Trust who held them as trustee at December 31, 2023.

At December 31, 2022, The Huntington National Bank, as trustee, held all Plan assets.

(1) Pension costs are recognized in other noninterest income in the Consolidated Statements of Income .

At December 31, 2024 and 2023, Northern Trust, as trustee, held all Plan assets.

The Plan assets consisted of investments in a variety of cash equivalent, corporate and government fixed income, and equity investments as follows.

13 unchanged sentences

2024 Form 10-K 135

Investments of the Plan are accounted for at cost on the trade date and are reported at fair value.

Investments of the Plan are reported at fair value.

The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset.

1 unchanged sentence

Fixed income investments are valued using unadjusted quoted prices from active markets for similar assets are classified as Level 2.

Common stock is valued using the year-end closing price as determined by a national securities exchange and are classified as Level 1.

Collective trust funds and limited liability companies are valued at net asset value per unit as a practical expedient, which is calculated based on the fair values of the underlying investments held by the fund less its liabilities as reported by the issuer of the fund.

1 unchanged sentence

The investment objective of the Plan is to maximize the return on Plan assets over a long-time period, while meeting the Plan obligations.

At December 31, 2023, Plan assets were invested 2 % in cash equivalents, 14 % in equity investments, and 84 % in fixed income investments, with an average duration of 13.0 years on investments.

At December 31, 2024, Plan assets had an average duration of 11.9 years on investments.

The estimated life of benefit obligations was 9.7 years.

Although it may fluctuate with market conditions, Huntington has targeted a long-term allocation of Plan assets of 1 % in cash equivalents, 10 % in equity investments, and 89 % in bond investments.

The allocation of Plan assets between equity investments and fixed income investments will change from time to time.

Although it may fluctuate with market conditions, Huntington has targeted a long-term allocation of Plan assets of 90 % in bond investments and 10 % in equity investments.

At December 31, 2024, the following table shows when benefit payments are expected to be paid.

9 unchanged sentences

Dividends received on shares of Huntington stock 7 7

137 Huntington Bancshares Incorporated

The following is a summary of the provision for income taxes.

1 unchanged sentence

(dollar amounts in millions) 2024 2023 2022

Current tax provision (benefit)

Current tax provision

Federal $ 411 $ 644 $ 129

2 unchanged sentences

Total current tax provision 469 715 196

Deferred tax provision (benefit)

Deferred tax (benefit) provision

Federal ( 24 ) ( 291 ) 319

State ( 2 ) ( 11 ) —

Total deferred tax provision (benefit) ( 302 ) 319 ( 76 )

Total deferred tax (benefit) provision ( 26 ) ( 302 ) 319

Provision for income taxes $ 443 $ 413 $ 515

The following is a reconciliation for provision for income taxes:

136 Huntington Bancshares Incorporated

The following is a reconciliation of the provision for income taxes.

Year Ended December 31,

8 unchanged sentences

Provision for income taxes $ 443 $ 413 $ 515

2023 Form 10-K 138

The significant components of deferred tax assets and liabilities were as follows.

5 unchanged sentences

Tax credit carryforward 452 240

Net operating and other loss carryforward 101 136

Research and development expenses 108 91

Net operating and other loss carryforward 90 101

Lease liability 88 89

Purchase accounting and other intangibles 82 167

Pension and other employee benefits 73 70

Accrued expense/prepaid 41 61

Purchase accounting and other intangibles 5 82

Other assets 4 4

9 unchanged sentences

Total deferred tax liabilities 1,439 1,353

Net deferred tax asset (liability) before valuation allowance 740 566

Net deferred tax asset before valuation allowance

Valuation allowance ( 36 ) ( 30 )

1 unchanged sentence

At December 31, 2024, Huntington’s net deferred tax asset related to loss and other carryforwards was $ 542 million.

This was comprised of federal net operating loss carryforwards of $ 43 million, which will begin expiring in 2025, state net operating loss carryforwards of $ 42 million, which will begin expiring in 2024 , a federal capital loss carryforward of $ 13 million, which will expire in 2025, state capital loss carryforwards of $ 4 million, which will begin expiring in 2024, and general business credits of $ 240 million, which will expire in 2042.

The Company has established a valuation allowance on its state deferred tax assets as it believes it is more likely than not, portions will not be realized.

This was comprised of federal net operating loss carryforwards of $ 36 million, which will begin expiring in 2030, state net operating loss carryforwards of $ 41 million, which will begin expiring in 2025, a federal capital loss carryforward of $ 10 million, which will begin expiring in 2025, state capital loss carryforwards of $ 3 million, which will begin expiring in 2025, general business credits of $ 449 million, which will begin expiring in 2042, and a corporate alternative minimum tax carryover of $ 3 million, which may be carried forward indefinitely.

The valuation allowance for deferred tax assets as of December 31, 2024 was $ 36 million, which included a federal valuation allowance of $ 7 million and a state valuation allowance of $ 29 million.

2024 Form 10-K 137

The Company and its subsidiaries file income tax returns in the U.S.

1 unchanged sentence

Federal income tax audits have been completed for tax years through 2019.

The 2017-2022

tax years remain open under the statute of limitations.

The 2020-2023 tax years remain open under the statute of limitations.

Also, with few exceptions, the Company is no longer subject to state, city, or foreign income tax examinations for tax years before 2020.

4 unchanged sentences

Gross increases for tax positions taken during prior years 7 8

Gross decreases for tax positions taken during prior years ( 2 ) —

Gross increases for tax positions taken during current year 6 —

Settlements with taxing authorities — ( 94 )

Unrecognized tax benefits at end of year $ 19 $ 8

139 Huntington Bancshares Incorporated

Due to the complexities of some of these uncertainties, the ultimate resolution may result in a liability that is materially different from the current estimate of the tax liabilities.

Certain proposed adjustments resulting from the IRS examination of our 2010 through 2011 tax returns were effectively settled in 2023.

Any interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a component of provision for income taxes.

10 unchanged sentences

Loans held for sale

Huntington has elected to apply the fair value option for mortgage loans originated with the intent to sell which are included in loans held for sale.

Huntington has elected to apply the FVO for mortgage loans originated with the intent to sell which are included in loans held for sale.

Mortgage loans held for sale are classified as Level 2 and are estimated using security prices for similar product types.

2 unchanged sentences

These loans continue to be measured at fair value.

The fair value is determined using fair value of similar mortgage-backed securities adjusted for loan specific variables.

The fair value of loans held for investment classified as Level 2 are estimated using security prices for similar product types similar to loans held for sale.

The fair value of loans held for investment classified as Level 3 is determined using fair value of similar mortgage-backed securities adjusted for loan specific variables.

138 Huntington Bancshares Incorporated

Available-for-sale and trading account securities

12 unchanged sentences

A significant change in the unobservable inputs for these securities may result in a significant change in the ending fair value measurement of these securities.

2023 Form 10-K 140

The direct purchase municipal securities are classified as Level 3 and require estimates to determine fair value which results in greater subjectivity.

Direct purchase municipal securities, in addition to certain private-label CMOs and asset-backed securities, are classified as Level 3 and require estimates to determine fair value which results in greater subjectivity.

The fair value is determined by utilizing a discounted cash flow valuation technique employed by a third-party valuation specialist.

6 unchanged sentences

Derivatives classified as Level 3 consist of interest rate lock agreements related to mortgage loan commitments, the Visa ® share swap, and credit default swaps.

2024 Form 10-K 139

MSRs are accounted for using the fair value method and are classified as Level 3.

Refer to Note 6 - “ Mortgage Loan Sales and Servicing Rights ” for information on valuation methodology.

Long-term debt

Huntington has elected to apply the fair value option for CLNs structured as long-term debt.

CLNs are classified as Level 2 using quoted prices for similar liabilities in active markets, quoted prices of similar liabilities in markets that are not active, and inputs that are observable for the assets, either directly or indirectly, for substantially the full term of the financial instrument.

Assets and Liabilities measured at fair value on a recurring basis

Fair Value Measurements at Reporting Date Using Netting Adjustments (1) At December 31, 2023

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

Fair Value Measurements at Reporting Date Using Netting Adjustments (1) Total

(dollar amounts in millions) Level 1 Level 2 Level 3

At December 31, 2024

Trading account securities:

Treasury securities $ 1 $ — $ — $ — $ 1

Other agencies — 2 — — 2

Municipal securities — 32 — — 32

Other trading account securities — 52 — — 52

Total trading account securities

91 34 — — 125

Available-for-sale securities:

Treasury securities 6,556 — — — 6,556

Residential CMO — 3,184 — — 3,184

Residential MBS — 10,017 — — 10,017

Residential CMO — 3,345 — — 3,345

Commercial MBS — 1,752 — — 1,752

1 unchanged sentence

Municipal securities — 34 3,954 — 3,988

Private-label CMO — 99 20 — 119

Asset-backed securities — 281 75 — 356

Corporate debt — 1,055 — — 1,055

Asset-backed securities — 262 49 — 311

Private-label CMO — 88 21 — 109

Other securities/sovereign debt — 10 — — 10

7 unchanged sentences

Assets held in trust for deferred compensation plans 191 — — — 191

Long-term debt

— 821 — — 821

Derivative liabilities — 666 2 ( 90 ) 578

140 Huntington Bancshares Incorporated

Fair Value Measurements at Reporting Date Using Netting Adjustments (1) At December 31, 2022

Fair Value Measurements at Reporting Date Using Netting Adjustments (1) Total

(dollar amounts in millions) Level 1 Level 2 Level 3

At December 31, 2023

Trading account securities:

Municipal securities $ — $ 19 $ — $ — $ 19

Treasury securities $ 91 $ — $ — $ — $ 91

Other trading account securities — 34 — — 34

Total trading account securities

91 34 — — 125

Available-for-sale securities:

Treasury securities 2,856 — — — 2,856

Residential CMOs — 2,914 — — 2,914

Residential MBS — 11,382 — — 11,382

Residential CMO — 3,184 — — 3,184

Commercial MBS — 1,827 — — 1,827

1 unchanged sentence

Municipal securities — 38 3,335 — 3,373

Private-label CMO — 108 20 — 128

Asset-backed securities — 298 74 — 372

Corporate debt — 2,043 — — 2,043

Asset-backed securities — 281 75 — 356

Private-label CMO — 99 20 — 119

Other securities/sovereign debt — 10 — — 10

25 unchanged sentences

Included in earnings:

Mortgage banking income 7 25 — — — —

Interest and fee income — — ( 1 ) ( 1 ) — ( 1 )

Noninterest income — ( 2 ) — — — —

Provision for credit losses — — ( 2 ) — — —

Mortgage banking income 60 24 — — — —

Other noninterest income — ( 13 ) — — — —

Included in OCI — — 33 — — —

Purchases/originations 54 — 1,256 — 15 —

Sales ( 1 ) — — — — —

Repayments — — — — — ( 5 )

Settlements ( 56 ) 18 ( 667 ) 2 ( 41 ) —

2 unchanged sentences

Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period — — 27 — — —

142 Huntington Bancshares Incorporated

Level 3 Fair Value Measurements

3 unchanged sentences

Opening balance $ 494 $ ( 2 ) $ 3,248 $ 20 $ 74 $ 16

Transfers into Level 3 — — — — — 41

Transfers out of Level 3 (1) — ( 23 ) — — — —

1 unchanged sentence

Included in earnings:

Mortgage banking income 114 ( 3 ) — — — 1

Interest and fee income — — ( 2 ) ( 1 ) — ( 3 )

Provision for credit losses — — ( 4 ) — — —

Mortgage banking income 7 25 — — — —

Other noninterest income — ( 2 ) — — — —

Included in OCI — — 73 — 1 —

Purchases/originations/acquisitions 85 — 1,087 4 31 —

Repayments — — — — — ( 4 )

Purchases/originations 63 — 928 1 — —

Sales ( 1 ) — — — — —

Settlements ( 48 ) — ( 912 ) — — —

2 unchanged sentences

Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period — — 47 — 1 —

143 Huntington Bancshares Incorporated

Level 3 Fair Value Measurements

6 unchanged sentences

Included in earnings:

Mortgage banking income 27 88 — — — —

Interest and fee income — — ( 5 ) ( 3 ) — —

Provision for credit losses — — ( 4 ) — — —

Mortgage banking income 114 ( 3 ) — — — 1

Included in OCI — — ( 262 ) — ( 1 ) —

Purchases/originations/acquisitions 194 7 1,835 11 115 —

Sales — — ( 369 ) — — —

Purchases/originations 85 — 1,087 4 31 —

Repayments — — — — — ( 4 )

4 unchanged sentences

(1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held for sale, which is classified as Level 2.

2024 Form 10-K 143

Assets and liabilities under the fair value option

9 unchanged sentences

Loans held for investment

173 184 ( 11 ) 4 4 —

Long-term debt 821 817 ( 4 )

At December 31, 2023

3 unchanged sentences

Year Ended December 31,

(dollar amounts in millions) 2023 2022 2021

(dollar amounts in millions) Classification

2024 2023 2022

Loans held for sale

Mortgage banking income

$ ( 5 ) $ 10 $ ( 26 )

Loans held for investment ( 5 ) 1 ( 1 )

(1) The net gains (losses) from fair value changes are included in Mortgage banking income on the Consolidated Statements of Income.

Loans held for investment Mortgage banking income

( 1 ) ( 5 ) 1

Long-term debt

Other noninterest income

Assets and Liabilities measured at fair value on a nonrecurring basis

3 unchanged sentences

The gains (losses) represent the amounts recorded during the period regardless of whether the asset is still held at period end.

2023 Form 10-K 144

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Total Gains/(Losses) Year Ended

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Total Losses Year Ended

(dollar amounts in millions) December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 December 31, 2022

2 unchanged sentences

Such amounts are generally based on the fair value of the underlying collateral supporting the loan.

Appraisals are generally obtained to support the fair value of the collateral and incorporate measures that include recent sales prices for comparable properties and cost of construction.

Appraisals are generally obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for comparable properties and cost of construction.

Periodically, in cases where the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized in the form of a charge-off.

144 Huntington Bancshares Incorporated

Significant unobservable inputs for assets and liabilities measured at fair value

11 unchanged sentences

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

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

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

9 unchanged sentences

These estimations necessarily involve the use of judgment about a wide variety of factors, including, but not limited to, relevancy of market prices of comparable instruments, expected future cash flows, and appropriate discount rates.

145 Huntington Bancshares Incorporated

The short-term nature of certain assets and liabilities result in their carrying value approximating fair value.

These include trading account securities, customers’ acceptance liabilities, short-term borrowings, bank acceptances outstanding, FHLB advances, and cash and short-term assets, which include cash and due from banks, interest-bearing deposits in banks, interest-bearing deposits at the Federal Reserve Bank, and federal funds sold.

These include trading account securities, customers’ acceptance liabilities, short-term borrowings, bank acceptances outstanding, and cash and short-term assets, which include cash and due from banks and interest-earning deposits with banks.

Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses that limit Huntington’s exposure to changes in customer credit quality.

1 unchanged sentence

Certain assets, the most significant being operating lease assets, bank owned life insurance, and premises and equipment, do not meet the definition of a financial instrument and are excluded from this disclosure.

Similarly, mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included below.

Similarly, mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included in the following tables.

Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value.

2024 Form 10-K 145

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

35 unchanged sentences

(1) Includes collateral-dependent loans.

(2) Includes $ 1.4 billion and $ 462 million in time deposits in excess of the FDIC insurance coverage limit at December 31, 2023 and December 31, 2022, respectively.

2023 Form 10-K 146

(2) Includes $ 1.5 billion and $ 1.4 billion in time deposits in excess of the FDIC insurance coverage limit at December 31, 2024 and December 31, 2023, respectively.

146 Huntington Bancshares Incorporated

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

Estimated Fair Value Measurements at Reporting Date Using Netting Presented Balance

Estimated Fair Value Measurements at Reporting Date Using Netting Estimated Fair Value

(dollar amounts in millions) Level 1 Level 2 Level 3 Adjustments (1)

34 unchanged sentences

Gains and losses on derivatives that are not designated in an effective hedge relationship under GAAP immediately impact earnings within the period they occur.

147 Huntington Bancshares Incorporated

2024 Form 10-K 147

The following table presents the fair values and notional values of all derivative instruments included in the Consolidated Balance Sheets.

8 unchanged sentences

Foreign exchange contracts 5,465 79 54 5,257 69 76

Credit contracts

381 — 2 — — —

Commodities contracts 681 62 60 762 114 113

Equity contracts 823 20 2 759 — 7

Commodities contracts 683 29 27 681 62 60

Credit contracts 247 2 — 381 — 2

Total Contracts $ 95,461 $ 610 $ 668 $ 86,843 $ 1,723 $ 1,421

4 unchanged sentences

Interest rate contracts:

Customer Capital markets fees $ 30 $ 47 $ 50

Customer Capital markets and advisory fees $ 37 $ 30 $ 47

Mortgage banking Mortgage banking income ( 49 ) ( 10 ) ( 109 )

Interest rate floors Interest and fee income on loans and leases — — ( 8 )

Interest rate caps Interest expense on long-term debt — — 89

Interest rate swaptions

Other noninterest income

Foreign exchange contracts Capital markets fees 45 45 32

Foreign exchange contracts Capital markets and advisory fees 45 45 45

Credit contracts Other noninterest income ( 14 ) ( 2 ) —

Commodities contracts Capital markets fees 5 5 3

Equity contracts Other noninterest expense ( 13 ) ( 9 ) ( 8 )

Commodities contracts Capital markets and advisory fees 4 5 5

Equity contracts Other noninterest income and other noninterest expense ( 18 ) ( 13 ) ( 9 )

Total $ 5 $ 31 $ ( 21 )

4 unchanged sentences

Cash flow hedges are executed to modify interest rate characteristics of designated commercial loans in order to reduce the impact of changes in future cash flows due to market interest rate changes.

2023 Form 10-K 148

148 Huntington Bancshares Incorporated

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

15 unchanged sentences

Net amounts receivable or payable on contracts hedging either interest earning assets or interest bearing liabilities were accrued as an adjustment to either interest income or interest expense.

Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for collars and floors that were not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges reclassified from AOCI.

The net amounts resulted in a decrease to net interest income of $ 248 million for the year ended December 31, 2023, and an increase to net interest income of $ 76 million, and $ 337 million for the years ended December 31, 2022 and 2021, respectively.

Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for floors that were not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges reclassified from AOCI.

The net amounts resulted in decreases to net interest income of $ 231 million for the year ended December 31, 2024 and $ 248 million for the year ended December 31, 2023, and an increase to net interest income of $ 76 million for the year ended December 31, 2022.

Fair Value Hedges

2 unchanged sentences

This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults and other factors affecting the timing and amount of cash flows.

The fair value portfolio level basis adjustment on our hedged mortgage-backed securities portfolio has not been attributed to the individual available-for-sale securities in our Consolidated Statements of Financial Condition.

Huntington has also designated $ 662 million of interest rate swaps as fair value hedges of fixed-rate corporate bonds.

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

8 unchanged sentences

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

149 Huntington Bancshares Incorporated

2024 Form 10-K 149

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

6 unchanged sentences

The hedged item is a layer of the closed portfolio which is expected to be remaining at the end of the hedging relationship.

As of December 31, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $ 17.6 billion, the cumulative basis adjustments associated with these hedging relationships was $ 619 million, and the notional amounts of the designated hedging instruments were $ 11.0 billion.

(2) Excluded from the above table are the cumulative amount of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $( 56 ) million at December 31, 2024 and $( 69 ) million at December 31, 2023.

8 unchanged sentences

Mortgage loan origination hedging activity

Huntington uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock commitments and its mortgage loans held for sale.

Huntington’s mortgage origination hedging activity is related to economically hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties.

1 unchanged sentence

Forward commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate change.

The position of these derivatives was a net liability of $ 4 million and $ 3 million at December 31, 2023 and December 31, 2022, respectively.

The position of these derivatives was a net asset of $ 7 million and net liability of $ 4 million at December 31, 2024 and December 31, 2023, respectively.

At December 31, 2024 and December 31, 2023, Huntington had commitments to sell residential real estate loans of $ 869 million and $ 674 million, respectively.

1 unchanged sentence

MSR hedging activity

Huntington also uses certain derivative financial instruments to offset changes in value of its MSRs.

These derivatives consist primarily of forward interest rate agreements and forward mortgage contracts.

The derivative instruments used are not designated as qualifying hedges.

Accordingly, such derivatives are recorded at fair value with changes in fair value reflected in mortgage banking income.

Huntington’s MSR economic hedging activity uses securities and derivatives to manage the value of the MSR asset and to mitigate the various types of risk inherent in the MSR asset, including risks related to duration, basis, convexity, volatility, and yield curve.

The hedging instruments include forward commitments, TBA securities, Treasury futures contracts, interest rate swaps, and options on interest rate swaps.

2023 Form 10-K 150

150 Huntington Bancshares Incorporated

MSR hedging trading assets and liabilities are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

4 unchanged sentences

Notional value $ 1,780 $ 1,668

Trading assets — 4

Trading liabilities 45 69

Year December 31,

Year Ended December 31,

(dollar amounts in millions) 2024 2023 2022

16 unchanged sentences

These contracts are accounted for as derivatives, and accordingly, these contracts are recorded at fair value.

The total notional value of credit contracts at December 31, 2023 totaled $ 381 million and the position of these derivatives was a net liability of $ 2 million at that date.

The total notional value of credit contracts was $ 247 million and $ 381 million at December 31, 2024 and December 31, 2023, respectively.

The position of these derivatives was a net asset of $ 2 million and a net liability of $ 2 million at December 31, 2024 and December 31, 2023, respectively.

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

5 unchanged sentences

Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.

151 Huntington Bancshares Incorporated

2024 Form 10-K 151

Huntington enters into transactions with broker-dealers and banks for various risk management purposes.

1 unchanged sentence

Huntington enters into collateral and master netting agreements with these counterparties, and routinely exchanges cash and high quality securities collateral.

Huntington enters into transactions with customers to meet their financing, investing, payment and risk management needs.

Huntington also enters into transactions with customers to meet their financing, investing, payment and risk management needs.

These types of transactions generally are low dollar volume.

1 unchanged sentence

however, collateral is generally not exchanged with customer counterparties.

In addition, Huntington clears certain derivative transactions through a clearinghouse, rather than directly with counterparties.

Transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position.

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net credit risk of $ 192 million and $ 238 million at December 31, 2024 and December 31, 2023, respectively.

27 unchanged sentences

At December 31, 2023 1,421 ( 751 ) 670 — ( 93 ) 577

152 Huntington Bancshares Incorporated

VARIABLE INTEREST ENTITIES

Consolidated VIEs

Huntington engages in activities with VIEs in the normal course of business that result in Huntington being the primary beneficiary and which are consolidated in Huntington’s financial statements.

The following table provides a summary of the assets and liabilities of VIEs carried on Huntington’s Consolidated Balance Sheets.

(dollar amounts in millions) At December 31, 2024 At December 31, 2023

Net loans and leases $ 1,122 $ —

Other assets 264 82

Total assets $ 1,386 $ 82

Long-term borrowings $ 1,023 $ —

Other liabilities 109 57

Total liabilities $ 1,132 $ 57

As part of a securitization transaction completed in the first quarter of 2024, Huntington transferred $ 1.6 billion in aggregate automobile loans to a SPE which was deemed to be a VIE.

This SPE then issued approximately $ 1.6 billion of asset-backed notes, of which approximately $ 128 million were retained by Huntington.

The primary purpose of the VIE in the securitization transaction is to issue asset-backed securities with varying levels of credit subordination and payment priority.

Huntington retained notes and residual interest in the VIE and, therefore, has an obligation to absorb losses and a right to receive benefits that could potentially be significant to the VIE.

In addition, Huntington retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE.

The assets of the VIE are restricted to the settlement of the asset-backed securities and other obligations of the VIE.

Third-party holders of the asset-backed notes do not have recourse to the general assets of Huntington.

The economic performance of the VIE is most significantly impacted by the performance of the underlying loans.

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

Consolidated VIEs at December 31, 2024 and December 31, 2023 also included investments in LIHTC operating entities that were syndicated and where we serve as the general partner and manager.

As manager of these entities, we have the power to direct the activities that most significantly impact economic performance, as well as an obligation to absorb significant expected losses, of the entities.

Unconsolidated VIEs

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

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

(dollar amounts in millions)

2 unchanged sentences

Affordable housing tax credit partnerships

$ 2,382 $ 1,065 $ 2,382

Trust preferred securities

Other investments

1,201 168 1,201

Total $ 3,597 $ 1,481 $ 3,583

1 unchanged sentence

Affordable housing tax credit partnerships

$ 2,297 $ 1,279 $ 2,297

Trust preferred securities

2 unchanged sentences

2024 Form 10-K 153

Trust-Preferred Securities

Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Consolidated Financial Statements.

These trusts have been formed for the sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior subordinated debentures, which are reflected in Huntington’s Consolidated Balance Sheet as long-term debt.

Refer to Note 11 - “ Borrowings ” for the outstanding amount of debentures issued to each trust and corresponding trust securities.

The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Consolidated Financial Statements.

Each issue of the junior subordinated debentures has an interest rate equal to the corresponding trust securities distribution rate.

Huntington has the right to defer payment of interest on the debentures at any time, or from time-to-time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the related debentures.

During any such extension period, distributions to the trust securities will also be deferred and Huntington’s ability to pay dividends on its common stock will be restricted.

Periodic cash payments and payments upon liquidation or redemption with respect to trust securities are guaranteed by Huntington to the extent of funds held by the trusts.

The guarantee ranks subordinate and junior in right of payment to all indebtedness of the Company to the same extent as the junior subordinated debt.

The guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by Huntington.

Affordable Housing Tax Credit Partnerships

Affordable Housing and Other Tax Credit Investments

Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the LIHTC pursuant to Section 42 of the Internal Revenue Code.

18 unchanged sentences

Proportional amortization expense included in provision for income taxes 234 205 170

There was no impairment recognized for the years ended December 31, 2023 and 2022, and 2021.

Trust-Preferred Securities

Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Consolidated Financial Statements.

The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Consolidated Financial Statements.

Other Investments

9 unchanged sentences

Commitments to extend credit:

Commercial $ 32,344 $ 32,500

Consumer 19,270 19,064

Commercial and industrial $ 37,422 $ 32,344

Consumer loan portfolio 19,993 19,270

Commercial real estate 2,089 2,543

8 unchanged sentences

These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.

Most of these arrangements mature within two years.

Most of these arrangements mature within 2 years.

Since the conditions under which Huntington is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

The carrying amount of deferred revenue associated with these guarantees was $ 27 million and $ 9 million at December 31, 2024 and December 31, 2023, respectively.

Commercial letters of credit represent short-term, self-liquidating instruments that facilitate customer trade transactions and generally have maturities of no longer than 90 days.

The goods or cargo being traded normally secure these instruments.

Other Guarantees

Huntington provides guarantees to certain third-party investors in connection with the sale of syndicated affordable housing tax credits.

These guarantees are generally in the form of make-whole provisions that are triggered if the underlying performance of LIHTC properties result in a shortfall to the third-party investors and remain in effect until the final associated tax credits are realized.

The maximum amount guaranteed by the Company under these arrangements total approximately $ 201 million and $ 79 million as of December 31, 2024 and December 31, 2023, respectively, and represents the guaranteed portion in these transactions where the make-whole provisions have not yet expired.

As of December 31, 2024, the Company did not expect to be subject to any make-whole provisions under these guarantees.

Litigation and Regulatory Matters

29 unchanged sentences

Please refer to the table below for a summary of Huntington’s and the Bank’s regulatory capital ratios.

Minimum Minimum Ratio+ Basel III

Minimum Minimum Ratio+

Regulatory Capital Buffer (1) Well- At December 31,

57 unchanged sentences

Net income $ 1,940 $ 1,951 $ 2,238

Other comprehensive income (loss)(1) 422 ( 2,869 ) ( 421 )

Other comprehensive (loss) income (1)

( 190 ) 422 ( 2,869 )

Comprehensive income (loss) $ 1,750 $ 2,373 $ ( 631 )

(1) See Consolidated Statements of Comprehensive Income for other comprehensive (loss) income detail.

158 Huntington Bancshares Incorporated

Statements of Cash Flows Year Ended December 31,

8 unchanged sentences

Investing activities

Investment in subsidiaries

( 1,750 ) — —

Repayments from subsidiaries 1,107 503 14

1 unchanged sentence

Net purchases of securities — — ( 20 )

Net cash (paid) received from business combination — ( 194 ) 248

Net cash paid in business combination

Other, net ( 21 ) ( 10 ) ( 1 )

Net cash (used for) provided by investing activities ( 1,260 ) ( 704 ) 169

Net cash used for investing activities

( 2,364 ) ( 1,260 ) ( 704 )

Financing activities

2 unchanged sentences

Dividends paid on common and preferred stock ( 1,047 ) ( 1,034 ) ( 1,010 )

Repurchases of common stock — — ( 650 )

Net proceeds from issuance of preferred stock — 317 —

Repurchase/redemption of preferred stock ( 82 ) — ( 700 )

Redemption/repurchase of preferred stock ( 410 ) ( 82 ) —

Other, net ( 14 ) ( 22 ) ( 21 )

Net cash provided by (used for) financing activities 106 113 ( 2,786 )

Increase (decrease) in cash and cash equivalents 476 693 ( 1,634 )

Net cash provided by financing activities

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of year 4,001 3,525 2,832

3 unchanged sentences

$ 332 $ 228 $ 89

157 Huntington Bancshares Incorporated

SEGMENT REPORTING

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

Huntington completed an organizational realignment during the 2023 second quarter and now reports on two business segments:

Huntington reports on two business segments:

Consumer & Regional Banking and Commercial Banking.

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.

Prior period results have been adjusted to conform to the new segment presentation.

The following is a description of our business segments and the Treasury / Other function:

Huntington’s CEO is the CODM for each of our business segments.

The CODM primarily utilizes net interest income and net income attributable to Huntington to assess segment performance and to allocate resources to meet our business objectives.

The CODM considers budget-to-actual variances for these profit measures when making decisions about allocating resources, comparing performance among the segments, and determining compensation of certain colleagues.

The following is a description of our business segments:

Consumer & Regional Banking - Consumer & Regional Banking offers a comprehensive set of digitally powered consumer and business financial solutions to Consumer Lending, Regional Banking, Branch Banking, and Wealth Management customers.

The Consumer & Regional Banking segment provides a wide array of financial products and services to consumer and business customers including, but not limited to, deposits, lending, payments, mortgage banking, dealer financing, investment management, trust, brokerage, insurance, and other financial products and services.

We serve our customers through our network of channels, including branches and ATMs, online and mobile banking, and through our customer call centers.

We serve our customers through our network of regional banking and national specialty finance channels, including branches and ATMs, online and mobile banking, our customer call centers, and strategic national partnerships.

2024 Form 10-K 159

Commercial Banking - The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which include a comprehensive set of product offerings.

3 unchanged sentences

This segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, and Capital Markets.

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

Business segment results are determined based upon Huntington’s management reporting system, which assigns balance sheet and income statement items to each of the business segments.

All other items not included within our two business segments are reported within the Treasury / Other function, which primarily includes technology and operations, other unallocated assets, liabilities, revenue, and expense.

Business segment results are determined based upon Huntington’s management practices, which assigns balance sheet and income statement items to each of the business segments.

The process is designed around the organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

12 unchanged sentences

Furthermore, changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data.

2023 Form 10-K 158

Huntington uses an active and centralized FTP methodology to attribute appropriate net interest income to the business segments.

The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities.

The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing modeled duration funding of assets and liabilities.

The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed.

The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment.

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.

Prior period results have been adjusted to conform to the revised FTP methodology.

Listed in the table below is certain operating basis financial information reconciled to Huntington’s, reported results by business segment.

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.

160 Huntington Bancshares Incorporated

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

Income Statements

4 unchanged sentences

Provision for credit losses 284 136 — 420

Net interest income (loss) after provision for credit losses

3,786 1,987 ( 848 ) 4,925

Noninterest income 1,301 716 23 2,040

Noninterest expense:

Direct personnel costs

1,135 607 959 2,701

Other noninterest expense, including corporate allocations

2,038 611 ( 788 ) 1,861

Total noninterest expense

3,173 1,218 171 4,562

Income (loss) before income taxes

1,914 1,485 ( 996 ) 2,403

Provision (benefit) for income taxes 402 312 ( 271 ) 443

Income attributable to non-controlling interest — 20 — 20

Net income (loss) attributable to Huntington Bancshares Inc $ 1,315 $ 1,179 $ ( 543 ) $ 1,951

Net income (loss) attributable to Huntington

$ 1,512 $ 1,153 $ ( 725 ) $ 1,940

Year Ended December 31, 2023

Net interest income $ 3,213 $ 1,807 $ 253 $ 5,273

Net interest income (loss)

$ 3,717 $ 2,162 $ ( 440 ) $ 5,439

Provision for credit losses 246 156 — 402

Net interest income (loss) after provision for credit losses

3,471 2,006 ( 440 ) 5,037

Noninterest income 1,257 646 18 1,921

Noninterest expense:

Direct personnel costs

1,138 502 889 2,529

Other noninterest expense, including corporate allocations

1,926 632 ( 513 ) 2,045

Total noninterest expense

3,064 1,134 376 4,574

Income (loss) before income taxes

1,664 1,518 ( 798 ) 2,384

Provision (benefit) for income taxes 349 319 ( 255 ) 413

Income attributable to non-controlling interest — 20 — 20

Net income attributable to Huntington Bancshares Inc $ 1,027 $ 1,087 $ 124 $ 2,238

Net income attributable to Huntington

$ 1,315 $ 1,179 $ ( 543 ) $ 1,951

Year Ended December 31, 2022

1 unchanged sentence

Provision for credit losses 260 29 — 289

Net interest income (loss) after provision for credit losses

2,953 1,778 253 4,984

Noninterest income 1,272 667 42 1,981

Noninterest expense:

Direct personnel costs

1,124 444 833 2,401

Other noninterest expense, including corporate allocations

1,800 612 ( 612 ) 1,800

Total noninterest expense

2,924 1,056 221 4,201

Income (loss) before income taxes

1,301 1,389 74 2,764

Provision (benefit) for income taxes 274 292 ( 51 ) 515

Income attributable to non-controlling interest — 10 1 11

Net income (loss) attributable to Huntington Bancshares Inc $ 1,337 $ 939 $ ( 981 ) $ 1,295

Net income (loss) attributable to Huntington

$ 1,027 $ 1,087 $ 124 $ 2,238

(dollar amounts in millions) 2024 2023 2024 2023

3 unchanged sentences

Total $ 204,230 $ 189,368 $ 162,448 $ 151,230

159 Huntington Bancshares Incorporated

2024 Form 10-K 161

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data