What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 186 added, 168 removed, 383 unchanged (48% of the section changed)

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Through the Bank, we are committed to making people’s lives better, helping businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of our customers since 1866.

Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking services.

Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking and financial services.

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

As of December 31, 2024, our 978 full-service branches and private client group offices are located in Ohio, Colorado, Florida, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, West Virginia, and Wisconsin.

We also maintain a local banking presence in South Carolina and Texas, along with conducting select financial services and other activities in other states.

As of December 31, 2025, we operated more than 1,000 branches in 14 states.

Following the completion of our merger with Cadence Bank on February 1, 2026, as further discussed below, we operate nearly 1,400 branches in 21 states, with certain businesses operating in extended geographies.

Acquisitions and Mergers

On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc.

(“Veritex,” and such transaction, the “Veritex Merger”), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity, and Veritex Community Bank merged with and into Huntington National Bank, with Huntington National Bank as the surviving entity.

The transaction, which was valued at $1.7 billion, added $12.0 billion in assets, including $9.3 billion in loans, and $10.5 billion in deposits, as of the date of acquisition.

On February 1, 2026, Huntington completed the acquisition of Cadence Bank (“Cadence,” and such transaction, the “Cadence Merger”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington National Bank, with Huntington National Bank as the surviving bank.

Under the terms of the agreement (the “Cadence Merger Agreement”), Huntington issued 2.475 shares for each outstanding share of Cadence in a 100% stock transaction.

Based on Huntington’s closing price of $17.48 as of January 30, 2026, the consideration is valued at approximately $8.1 billion.

Each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive 1/1000 of a share of a newly created 5.50% Series L Non-Cumulative Perpetual Preferred Stock of Huntington.

As of December 31, 2025, Cadence had $54 billion in assets, including $37 billion in loans, and $44 billion in deposits.

Business Segments

Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance.

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

For each business segment, we expect the combination of our business model, investment in products and capabilities, and exceptional service to provide a competitive advantage that supports revenue and earnings growth.

Our business model emphasizes the delivery of a complete set of banking products and services offered by larger banks, but distinguished by local delivery and customer service.

2025 Form 10-K 7

A key strategic emphasis has been for our business segments to operate in cooperation to provide products and services to our customers and to build stronger and more profitable relationships using our OCR sales and service process, which aligns to our vision to be the leading people-first, customer-centered bank in the country.

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Our Fair Play banking suite of products includes 24-Hour Grace®, Asterisk-Free Checking®, Money Scout®, $50 Safety Zone®, Standby Cash®, Early Pay, Instant Access, Savings Goal Getter®, and Huntington Heads Up®.

8 Huntington Bancshares Incorporated

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

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Branch Banking provides a full range of financial products and services to consumer and business customers through our extensive branch and ATM network.

The branch network offers full-service branches that are located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, West Virginia, and Wisconsin.

Wealth Management has a comprehensive product offering, including private banking, wealth management, and legacy planning through investment and portfolio management, fiduciary administration and trust services, institutional custody services, and full-service retail brokerage investments.

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We offer merchant services to our business and commercial customers.

We also offer our customers with money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®.

We also offer our customers money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®.

8 Huntington Bancshares Incorporated

• Commercial Banking:

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

Our target clients span from mid-market to large corporates across a national footprint.

Our target clients span from mid-market to large corporate customers across a national footprint.

The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities.

In particular, our payments capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay.

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

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

Middle Market Banking serves the banking needs of mid-sized clients, leveraging our local presence to serve our clients, and extending our full suite of banking products including lending, liquidity, treasury management and other payment services, and capital markets.

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Our relationship with large manufacturers is bolstered by a strong commitment to their dealers and financing needs.

2024 Form 10-K 9

Commercial Real Estate Banking provides banking solutions to commercial real estate developers and institutional sponsors across the nation.

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Capital Markets delivers corporate risk management, institutional sales and trading, debt and equity issuance, and additional advisory services.

National Settlements provides products and services to law firms, claims administrators, and regulatory agencies to assist with settlement administration.

• Treasury / Other:

The Treasury / Other function includes all other items not included within our two business segments, including technology and operations, and other unallocated assets, liabilities, revenue, and expense.

The Treasury / Other function includes all other items not included within our two business segments, including technology and operations, as well as other unallocated assets, liabilities, revenues, and expenses.

The financial results for each of our business segments are included in Note 25 - “ Segment Reporting ” of Notes to Consolidated Financial Statements and are discussed in the “ Business Segment Discussion ” of our MD&A.

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We also consider the competitive pricing levels in each of our markets.

2025 Form 10-K 9

We compete for deposits similarly on the basis of value and service and by providing convenience through a banking network of branches and ATMs within our markets and our website at www.huntington.com.

We employ customer-friendly practices, such as a $50 Safety Zone®, which prevents customers from being charged an overdraft fee if they overdraw by $50 or less, 24-Hour Grace® account feature for both commercial and consumer accounts, which gives customers an additional business day to cover overdrafts to their account without being charged overdraft fees, Early Pay, which allows customers with direct deposit availability to their paycheck up to two days early, Instant Access, which allows up to $500 of a check deposit available to customers immediately, and Asterisk-Free Checking, where there is no cost to open and no monthly maintenance fees.

In addition, customers can qualify for Standby Cash® based primarily on their checking deposit history, not their credit score, which provides a $100 to $500 short-term line of credit free with automatic payments, or a 1% monthly interest charge without automatic payments.

Huntington also has created a feature called Money Scout®, which is a tool that analyzes a customer’s spending habits and moves money that is not being used into that customer’s savings account and have introduced tools including The Hub and Huntington Heads Up® to provide customers greater visibility and control over their financial future.

In addition, customers can qualify for Standby Cash®, which provides a $100 to $500 short-term line of credit free with automatic payments, or a 1% monthly interest charge without automatic payments, based primarily on their checking deposit history, not their credit score.

Huntington also created a feature called Money Scout®, which is a tool that analyzes a customer’s spending habits and moves money that is not being used into that customer’s savings account, and has introduced tools, including The Hub and Huntington Heads Up®, to provide customers greater visibility and control over their financial future.

These measures fall under our approach of “Fair Play Banking.”

10 Huntington Bancshares Incorporated

The table below shows our competitive ranking and market share based on deposits of FDIC-insured institutions as of June 30, 2025, in the top 10 MSAs in which we compete.

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Chicago, IL 11 9,658 2

Dallas-Fort Worth-Arlington, TX (1) 10 8,565 1

Minneapolis-St.

Paul, MN 5 6,527 3

Grand Rapids, MI 1 5,756 19

Indianapolis, IN 5 6,319 7

Grand Rapids, MI 1 5,740 18

Akron, OH 1 5,328 28

Cincinnati, OH 5 4,735 3

Pittsburgh, PA 7 4,794 2

FDIC.gov, based on June 30, 2025 survey (2).

(1) Market share includes deposits of Veritex, which was acquired by Huntington on October 20, 2025.

(2) Excludes market share information associated with the acquisition of Cadence Bank which was completed on February 1, 2026.

Many of our nonfinancial institution competitors have fewer regulatory constraints, broader geographic service areas, access to a larger pool of capital to deploy, and, in some cases, lower cost structures.

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Our overall strategy involves an active corporate development program that seeks to identify partnership and possible investment opportunities in technology-driven companies that can augment our distribution and product capabilities.

10 Huntington Bancshares Incorporated

Regulatory Matters

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banking and financial system, and financial markets as a whole.

Banking statutes, regulations, and policies are continually under review by Congress, state legislatures, and federal and state regulatory agencies.

Banking statutes, regulations, and policies are continually under review by the U.S.

Congress, state legislatures, and federal and state regulatory agencies.

In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters, and similar written guidance applicable to Huntington and its subsidiaries.

Any change in the statutes, regulations, or regulatory policies applicable to us, including changes in their interpretation or implementation, could have a material effect on our business or organization.

Huntington and the Bank each qualify as a Category IV banking organization subject to the least restrictive of the requirements applicable to firms with $100 billion or more in total consolidated assets.

Our business, however, remains subject to extensive regulation and supervision, and the U.S.

The second Trump administration has implemented significantly different policies from the Biden administration, including new proposed regulations and rescissions or withdrawals of previous guidance, and sharply reduced the workforce at the federal banking agencies.

The cumulative impact of these changes, and whether they will last over time, is unclear.

Huntington and the Bank each qualify as a Category IV banking organization as of December 31, 2025, which is subject to the least restrictive of the requirements among the categories, because Huntington has $100 billion or more, and less than $250 billion, in total consolidated assets and does not exceed certain risk-based thresholds.

If Huntington were to exceed $250 billion in total consolidated assets when averaged over the four most recent consecutive quarters and not exceed certain risk-based thresholds, Huntington and the Bank would each qualify as a Category III banking organization, which is subject to additional requirements.

Huntington’s acquisition of Cadence results in Huntington’s total consolidated assets exceeding $250 billion at closing and is expected to cause Huntington’s total average consolidated assets to exceed $250 billion in the fourth quarter of 2026, causing Huntington and the Bank to become subject to the standards applicable to Category III banking organizations, following a transition period.

Our business remains subject to extensive regulation and supervision, and the U.S.

banking agencies may issue additional rules to tailor the application of certain other regulatory requirements to BHCs and banks, including Huntington and the Bank.

The scope of laws and regulations and the intensity of supervision to which we are subject has increased in response to the banking turmoil in early 2023, technological factors, market changes, and climate change concerns, and there is increased scrutiny and possible denials of bank mergers and acquisitions by federal banking regulators.

We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC, as well as the rules of Nasdaq that apply to companies with securities listed on the Nasdaq Global Select Market.

2024 Form 10-K 11

The following discussion describes certain elements of the comprehensive regulatory framework applicable to us.

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To become and remain eligible for FHC status, a BHC and its subsidiary depository institutions must meet certain criteria, including capital, management, and CRA requirements.

Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions, or being required to discontinue existing activities that are not generally permissible for BHCs.

Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions, or in being required to discontinue existing activities that are not generally permissible for BHCs.

Huntington is subject to primary supervision, regulation, and examination by the Federal Reserve, which serves as the primary regulator of our consolidated organization.

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Such non-bank subsidiaries include, for example, broker-dealers and investment advisers both registered with the SEC.

2025 Form 10-K 11

The Bank is a national banking association chartered under the laws of the U.S.

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In addition, the FDIC may terminate a bank’s deposit insurance upon a finding that the bank’s financial condition is unsafe or unsound or that the bank has engaged in unsafe or unsound practices or has violated an applicable rule, regulation, order, or condition enacted or imposed by the bank’s regulatory agency.

12 Huntington Bancshares Incorporated

Huntington is subject to the Federal Reserve’s LFI Rating System, which places a greater emphasis on capital and liquidity, including related planning and risk management practices, as compared to the supervisory rating system applicable to smaller BHCs.

These ratings are confidential.

Pause on Major Federal Reserve Rulemakings

In January 2025, the Federal Reserve stated that Vice Chair for Supervision Michael Barr would step down from the position, effective, February 28, 2025.

The Federal Reserve stated that it will not issue any major rulemakings from the time of the announcement until a new vice chair for supervision is confirmed by the U.S.

The LFI Rating System includes three components:

capital planning and positions, liquidity risk management and positions, and governance and controls, and each component has four potential ratings:

broadly meets expectations, conditionally meets expectations, deficient-1, or deficient-2.

In November 2025, the Federal Reserve adopted a final notice to revise its LFI Rating System for large BHCs with total consolidated assets of $100 billion or more.

The Federal Reserve’s LFI Rating System prior to the notice provided that any firm that had one or more deficient-1 ratings was not considered “well managed.” The final notice amended the LFI Rating System by considering a firm with no more than one deficient-1 rating to be “well managed.” Firms that do not meet this standard, as well as firms with a deficient-2 rating for any component, would not be deemed “well managed” and would face limitations on certain acquisitions and new activities.

Bank Acquisitions by Huntington

BHCs, such as Huntington, must obtain prior approval of the Federal Reserve in connection with any acquisition that results in the BHC owning or controlling 5% or more of any class of voting securities of a bank or another BHC.

Late in the term of the Biden administration, the standards by which bank and financial institution acquisitions would be evaluated have been undergoing review and change by the OCC and the DOJ, but not by the Federal Reserve.

These reviews and changes were incorporated into non-binding guidance.

Whether and how the guidance might be further changed or interpreted by the Trump administration is uncertain.

The standards by which bank and financial institution acquisitions would be evaluated may be subject to change.

In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act applications for OCC-supervised institutions, including the Bank.

The final rule removes the ability for Bank Merger Act applicants to file a streamlined application form for certain types of acquisitions and removes the expedited review process for Bank Merger Act applications.

The policy statement provides 19 indicators of whether a Bank Merger Act application is more or less likely to be approved by the OCC.

The policy statement also provides heightened expectations around the existing statutory factors the OCC is required to consider in evaluating Bank Merger Act applications.

In May 2025, the OCC adopted a final rule that restored the ability for Bank Merger Act applicants to file a streamlined application form for certain types of acquisitions and the expedited review process for Bank Merger Act applications, which had been removed by the 2024 final rule, and rescinded the 2024 policy statement.

12 Huntington Bancshares Incorporated

In September 2024, the DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum.

The DOJ clarified that it will assess competition considerations in connection with bank and bank holding company mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.

The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and bank holding company mergers.

The DOJ clarified that it will assess competition considerations in connection with bank and BHC mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.

The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and BHC mergers.

An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.

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A national bank, such as the Bank, with the approval of the OCC may open a branch in any state if the law of that state would permit a state bank chartered in that state to establish the branch.

2024 Form 10-K 13

Enhanced Prudential Standards

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As a result, Huntington is subject to more stringent standards, including liquidity and capital requirements, leverage limits, stress testing, resolution planning, and risk management standards, than those applicable to institutions with less than $100 billion in total consolidated assets.

Certain larger banking organizations are subject to additional enhanced prudential standards.

As a Category IV banking organization, Huntington is subject to the least restrictive enhanced prudential standards applicable to firms with $100 billion or more in total consolidated assets.

Huntington is a Category IV banking organization and therefore is subject to the least restrictive enhanced prudential standards applicable to firms with $100 billion or more in total consolidated assets.

Once Huntington exceeds $250 billion in total average consolidated assets, including following consummating the acquisition of Cadence, and not exceed certain risk-based thresholds, Huntington and the Bank will each qualify as a Category III banking organization and become subject to additional enhanced prudential standards, such as limitations on Huntington’s aggregate net credit exposures to any single, unaffiliated company (referred to as SCCL).

Liquidity Requirements

Huntington, as a Category IV banking organization with less than $50 billion in weighted short-term wholesale funding, is exempt from the LCR and net stable funding ratio requirements but continues to be subject to internal liquidity stress tests and standards.

Huntington and the Bank, as Category IV banking organizations with less than $50 billion in weighted short-term wholesale funding, are exempt from the LCR and NSFR requirements.

The LCR would require each of Huntington and the Bank to hold an amount of eligible HQLA that equals or exceeds 100% of its respective projected adjusted net cash outflows over a 30-day period.

The LCR would require each of Huntington and the Bank to calculate its respective LCR daily.

When Huntington becomes a Category III institution with less than $75 billion in weighted average short-term wholesale funding, Huntington’s and the Bank’s total net cash outflows will be multiplied by an outflow adjustment percentage of 85%.

In addition, Huntington will also be required to make quarterly public disclosures of its LCR and certain related quantitative liquidity metrics, along with a qualitative discussion of its LCR.

2025 Form 10-K 13

The NSFR would require each of Huntington and the Bank to maintain an amount of available stable funding, which is a weighted measure of a company’s funding sources over a one-year time horizon, calculated by applying standardized weightings to equity and liabilities based on their expected stability, that is no less than a specified percentage of its required stable funding, which is calculated by applying standardized weightings to assets, derivatives exposures, and certain other items based on their liquidity characteristics.

When Huntington becomes a Category III institution with less than $75 billion in weighted average short-term wholesale funding, Huntington and the Bank will be each required to maintain available stable funding in an amount at least equal to 85% of its required stable funding.

In addition, Huntington will be required to make public disclosures of its NSFR every second and fourth quarter, including certain quantitative metrics and a qualitative discussion of its NSFR drivers and results.

As a Category IV banking organization, Huntington is subject to internal liquidity stress tests and standards.

When Huntington becomes a Category III banking organization, Huntington will continue to be subject to internal liquidity stress tests and standards to which Category IV banking organizations are subject, but the frequency of its liquidity stress tests will change from a quarterly basis to a monthly basis.

Long-term Debt Requirements

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The proposal allows banking organizations to include, as part of the required minimum outstanding eligible long-term debt amounts, certain existing long-term debt.

Once the rule is finalized, covered institutions would have three years to comply with the new requirements following a phased-in approach, with 25% of the long-term debt requirement by one year after finalization of the rule, 50% after two years, and 100% after three years.

If the rule is finalized as proposed, covered institutions would have three years to comply with the new requirements following a phased-in approach, with 25% of the long-term debt requirement by one year after finalization of the rule, 50% after two years, and 100% after three years.

In addition, if adopted as proposed, the “clean holding company requirements” would limit or prohibit Huntington from entering into certain transactions that could impede its orderly resolution, including, for example, prohibiting Huntington from entering into transactions that could spread losses to subsidiaries and third parties, as well as limiting the amount of the Company’s liabilities that are not eligible long-term debt.

The timing and form of any final rule implementing the long-term debt requirements and clean holding company requirements remains uncertain.

14 Huntington Bancshares Incorporated

Regulatory Capital Requirements

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Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank.

These rules implement the Basel III international regulatory capital standards in the U.S., as well as certain provisions of the Dodd-Frank Act.

These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner.

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Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock, and certain qualifying capital instruments.

14 Huntington Bancshares Incorporated

• Total Risk-Based Capital Ratio , equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets.

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• Tier 1 Leverage Ratio , equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets, and certain other deductions).

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

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

In addition, when Huntington and the Bank become Category III banking organizations, they will become subject to the Supplementary Leverage Ratio, which is equal to the ratio of Tier 1 capital to total leverage exposure, including on-balance sheet assets as well as certain off-balance sheet items, including loan commitments and potential future exposure of derivative contracts.

The total minimum regulatory capital ratios and well-capitalized minimum ratios are reflected in the table below in this section.

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Basel III capital rules, Huntington and the Bank must maintain the applicable capital buffer (SCB and CCB, respectively) requirements to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.

Huntington is subject to a SCB of 2.5% effective October 1, 2024.

Huntington and the Bank are subject to a SCB of 2.5%.

Refer to the SCB Requirements section below for further details.

The Bank is subject to a CCB of 2.5%.

The Tier 1 Leverage Ratio is not impacted by the SCB or CCB, and a banking institution may be considered well-capitalized while remaining out of compliance with the SCB or CCB.

Further, when Huntington and the Bank become Category III banking organizations, each will become subject to the CCyB.

The CCyB is currently set at zero, but could increase up to 2.5%.

Any determination to increase the CCyB generally would be effective twelve months after the announcement of such an increase, unless the federal banking agencies set an earlier effective date.

2025 Form 10-K 15

The following table presents the minimum regulatory capital ratios, minimum ratio plus the capital buffer, and well-capitalized minimums compared with Huntington’s and the Bank’s regulatory capital ratios as of December 31, 2025, calculated using the regulatory capital methodology applicable as of the end of 2025.

Minimum Regulatory Capital Ratio Minimum Ratio + Capital Buffer (1) Well-Capitalized

At December 31, 2024

Actual as of December 31, 2025

CET1 risk-based capital ratio Consolidated 4.5 % 7.0 % N/A 10.4 %

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(2) Reflects the well-capitalized standard applicable to Huntington under Federal Reserve Regulation Y and the well-capitalized standard applicable to the Bank.

Huntington has the ability to provide additional capital to the Bank to maintain the Bank’s risk-based capital ratios at levels which would be considered well-capitalized.

2024 Form 10-K 15

Huntington has the ability to provide additional capital to the Bank to maintain the Bank’s risk-based capital ratios at levels that would be considered well-capitalized.

As of December 31, 2025, Huntington’s and the Bank’s regulatory capital ratios were above the well-capitalized standards and met the applicable capital buffer requirements.

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banking agencies issued a proposed rule to implement the Basel III endgame agreement for large banks (2023 Basel III Endgame Proposal).

The proposal is aimed at significantly increasing capital requirements for large banks, particularly in the US, by mandating them to hold more capital against potential risks like credit, market, and operational risks.

The proposal was aimed at significantly increasing capital requirements for large banks, particularly in the US, by mandating them to hold more capital against potential risks like credit, market, and operational risks.

The Federal Reserve announced that it would publish a re-proposal of its regulations to implement the Basel III endgame agreement.

It is uncertain if and when a final rule will be adopted, and if so, whether and to what extent it will differ from the 2023 Basel III Endgame Proposal.

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Please refer to the SCB Requirements section below for further details.

16 Huntington Bancshares Incorporated

The Federal Reserve expects BHCs subject to CCAR, such as Huntington, to have sufficient capital to withstand a highly adverse operating environment and to be able to continue operations, maintain ready access to funding, meet obligations to creditors and counterparties, and serve as credit intermediaries.

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Although the Federal Reserve is no longer allowed to object to the capital plan of a large and non-complex BHC, such as Huntington, on a qualitative, as opposed to quantitative, basis, the Federal Reserve may evaluate the strength of Huntington’s qualitative capital planning process through the regular supervisory process and targeted horizontal reviews of particular aspects of capital planning.

In October 2025, the Federal Reserve proposed revisions to its supervisory stress testing framework through two related proposals.

The first proposal would modify the timeline and operation of the annual supervisory stress test, including through revisions to the Federal Reserve’s supervisory stress testing policy statements, and solicits comment on the Federal Reserve’s supervisory stress testing models.

The second proposal solicits comment on the Federal Reserve’s proposed scenarios for the 2026 supervisory stress test.

When Huntington and the Bank become Category III banking organizations, each would become required to conduct its own company-run stress test and to publicly disclose the results on a biennial basis.

SCB Requirements

For risk-based capital requirements, Huntington, as a large BHC, is provided an SCB by the Federal Reserve that is determined annually based on the greater of (i) the difference between its starting and minimum projected CET1 Risk-Based Capital Ratio under the severely adverse scenario in the supervisory stress test, plus the sum of the dollar amount of Huntington’s planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5%.

On April 5, 2024, Huntington submitted its 2024 Capital Plan to the Federal Reserve for supervisory review.

By notice dated June 26, 2024, the Federal Reserve informed Huntington that, effective October 1, 2024, its indicative SCB requirement associated with its 2024 Capital Plan is the prescribed minimum SCB of 2.5%, a decrease from its previous SCB of 3.2%.

For risk-based capital requirements, Huntington, as a large BHC, is provided an SCB by the Federal Reserve that is determined annually based on the greater of (i) the difference between its starting and minimum projected CET1 Risk-Based Capital Ratio under the severely adverse scenario in the supervisory-run stress test, plus the sum of the dollar amount of Huntington’s planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5%.

Huntington’s SCB requirement is 2.5%.

Huntington submitted its 2025 Capital Plan to the Federal Reserve for supervisory review, as required by the April 5, 2025 deadline.

The Federal Reserve informed Huntington that, effective October 1, 2025, its SCB requirement associated with its 2025 Capital Plan is the prescribed minimum SCB of 2.5%, the same SCB requirement Huntington received in 2024.

As a Category IV banking organization, Huntington is subject to the Federal Reserve’s supervisory-run stress test on a biennial basis.

Although Huntington was not subject to, and did not elect to participate in, the Federal Reserve’s 2025 supervisory-run stress test, its SCB was reviewed for the dividend add-on component of the SCB but its SCB did not change.

When Huntington becomes a Category III banking organization, the frequency of being required to participate in the Federal Reserve’s supervisory-run stress test would change from a biennial basis to an annual basis.

Huntington is authorized to make capital distributions that are consistent with the requirements in the Federal Reserve’s capital rule, inclusive of the SCB requirement.

Provided that Huntington is otherwise in compliance with automatic restrictions on distributions under the Federal Reserve’s capital rules, Huntington is not required to seek prior approval to make capital distributions in excess of those included in its capital plan.

16 Huntington Bancshares Incorporated

In April 2025, the Federal Reserve issued a notice of proposed rulemaking to amend its capital planning and stress testing framework applicable to large banking organizations, including Huntington.

The proposal would average stress test results over two consecutive years to reduce volatility in the SCB requirement that results from the stress test.

The proposal would also modify the annual effective date of the SCB requirement from October 1 to January 1 of the following year to provide banking organizations with additional time to incorporate the results of the stress test into capital planning and management.

2025 Form 10-K 17

Restrictions on Dividends

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As discussed in the Capital Planning section above, in general, a BHC may pay dividends and repurchase stock only in accordance with a capital plan that has been reviewed by the Federal Reserve and as to which the Federal Reserve has not objected.

Additionally, all of Huntington’s preferred stock outstanding has preference over its common stock with respect to payment of dividends.

Huntington and the Bank must maintain the applicable capital buffer requirements to avoid becoming subject to restrictions on capital distributions, including dividends.

For more information on the capital buffer requirements, see the SCB Requirements and the Regulatory Capital Requirements sections above.

The Federal Reserve has indicated generally that it may be an unsafe or unsound practice for a BHC to pay dividends unless a its net income is sufficient to fund the dividends and the expected rate of earnings retention is consistent with its capital needs, asset quality, and overall financial condition.

The Federal Reserve has indicated generally that it may be an unsafe or unsound practice for a BHC to pay dividends unless its net income is sufficient to fund the dividends and its expected rate of earnings retention is consistent with its capital needs, asset quality, and overall financial condition.

The Federal Reserve could prohibit or limit the payment of dividends by a BHC if it determines that payment of the dividend would constitute an unsafe or unsound practice.

Under the Volcker Rule, we are prohibited from (1) engaging in short-term proprietary trading for our own account and (2) having certain ownership interests in and relationships with hedge funds or private equity funds (covered funds).

The Volcker Rule regulations contain exemptions for market-making, hedging, underwriting, trading in U.S.

government and agency obligations, and also permit certain ownership interests in certain types of covered funds to be retained.

The Volcker Rule regulations contain exemptions for market-making, hedging, underwriting, and trading in U.S.

government and agency obligations, as well as permit certain ownership interests in certain types of covered funds to be retained.

They also permit the offering and sponsoring of covered funds under certain conditions.

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Resolution Planning

As a Category IV banking organization, Huntington is not required to submit a resolution plan to the Federal Reserve.

As an insured depository institution, the Bank is required to file a resolution plan with the FDIC, and the Bank submitted its most recent resolution plan to the FDIC on November 30, 2022.

In June 2024, the FDIC adopted a final rule to modify the required frequency and informational content of resolution plan submissions applicable to insured depository institutions with $50 billion or more in total assets, including the Bank, which describe the insured depository institution’s strategy for a rapid and orderly resolution in the event of material financial distress or failure.

As a result of the final rule, the Bank will be required to submit to the FDIC full resolution plans every three years and interim targeted information between full resolution plan submissions.

In addition, the final rule introduces a new credibility standard that will be used to evaluate full resolution plan submissions.

If the FDIC finds an insured depository institution’s resolution plan to be not credible, it could subject the insured depository institution to an enforcement action.

The final rule became effective October 1, 2024 and the deadline for the Bank’s first resolution plan submission under the final rule is July 1, 2025.

2024 Form 10-K 17

Huntington does not exceed $250 billion total average consolidated assets, therefore, Huntington is not required to submit a 165(d) Resolution Plan to the Federal Reserve and the FDIC.

Once Huntington exceeds $250 billion in total average consolidated assets, Huntington will be required to submit to the Federal Reserve and the FDIC every three years a 165(d) Resolution Plan for its orderly resolution in the event it faces material financial distress or failure, with submissions alternating between a full resolution plan and a targeted resolution plan.

Following review of a plan, the Federal Reserve and the FDIC may jointly determine that a 165(d) Resolution Plan is not credible or would not facilitate an orderly resolution under the U.S.

Bankruptcy Code.

If Huntington were to fail to adequately address deficiencies jointly identified by the Federal Reserve and FDIC in a timely manner, it may be subject to more stringent capital, leverage, or liquidity requirements, or restrictions on growth, activities, or operations.

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As an insured depository institution, the Bank is required to file its own resolution plan with the FDIC.

In June 2024, the FDIC adopted a final rule to modify the required frequency and informational content of IDI Resolution Plans, which are applicable to insured depository institutions with $50 billion or more in total assets, including the Bank, and describe the insured depository institution’s strategy for a rapid and orderly resolution in the event of material financial distress or failure.

As a result of the final rule, the Bank will be required to submit to the FDIC full IDI Resolution Plans every three years and interim targeted information between full resolution plan submissions.

In addition, the final rule introduced a credibility standard that will be used to evaluate full IDI Resolution Plan submissions.

If the FDIC finds an IDI Resolution Plan to be not credible, it could subject the insured depository institution to an enforcement action.

The Bank submitted its first full IDI Resolution Plan under the final rule on July 1, 2025.

The Bank will submit an interim supplement in 2026.

Source of Strength

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Moreover, if the transaction is a loan or other extension of credit, it must be secured by collateral in an amount and quality expressly prescribed by statute, and if the affiliate is unable to pledge sufficient collateral, the BHC may be required to provide it.

The Dodd-Frank Act expanded the coverage and scope of these regulations, including by applying them to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions.

The coverage and scope of these requirements apply to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions.

Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured banks, such as the Bank, and their subsidiaries to their directors, executive officers, and principal shareholders.

2025 Form 10-K 19

Lending Standards and Guidance

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The real estate lending policies must reflect consideration of the federal bank regulatory agencies’ Interagency Guidelines for Real Estate Lending Policies.

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Heightened Governance and Risk Management Standards

The OCC has published guidelines to set expectations for the governance and risk management practices of certain large financial institutions, including the Bank.

The OCC has published guidelines to set expectations for the governance and risk management practices of national banks with total assets equal to or greater than $50 billion, including the Bank.

The guidelines require covered institutions to establish and adhere to a written governance framework in order to manage and control their risk-taking activities.

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As discussed in the “ Risk Management and Capital ” section of the MD&A, the Bank currently has a written governance framework and associated controls.

On December 23, 2025, the OCC issued a notice of proposed rulemaking that would increase the threshold at which the heightened standards apply from $50 billion to $700 billion in total assets.

If finalized as proposed, the Bank would no longer be subject to the OCC's heightened standards unless the OCC made a determination to apply some or all of the heightened standards to the Bank.

Anti-Money Laundering

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The Bank Secrecy Act requires financial institutions such as depository institutions to undertake activities, including maintaining an AML program, verifying the identity of customers, verifying the identity of certain beneficial owners for legal entity customers, monitoring for and reporting suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to requests for information by regulatory authorities and law enforcement agencies.

The Bank is subject to the Bank Secrecy Act and, therefore, is required to implement compliance policies, procedures, and internal controls, provide its employees with AML training, designate an AML compliance officer, and undergo a periodic independent auditing and testing to assess the effectiveness of its AML program, among other requirements.

The Bank is subject to the Bank Secrecy Act and, therefore, is required to implement compliance policies, procedures, and internal controls, provide its employees with AML training, designate an AML compliance officer, and undergo periodic independent auditing and testing to assess the effectiveness of its AML program, among other requirements.

The Bank has implemented an AML compliance program, including policies, procedures, and internal controls that are designed to comply with these AML requirements.

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The federal banking agencies are required, when reviewing bank and BHC acquisition or merger applications, to take into account the effectiveness of the AML activities of the applicant.

The Anti-Money Laundering Act of 2020, enacted as part of the National Defense Authorization Act, does not directly impose new requirements on banks, but requires the U.S.

The Anti-Money Laundering Act of 2020, enacted as part of the National Defense Authorization Act, requires the U.S.

Treasury to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities, and conduct studies and issue regulations that may, over the next few years, significantly alter some of the due diligence, recordkeeping, and reporting requirements that the Bank Secrecy Act imposes on banks.

The Anti-Money Laundering Act of 2020 also contains provisions that promote increased information-sharing and use of technology and increases penalties for violations of the Bank Secrecy Act and includes whistleblower incentives, both of which could increase the prospect of regulatory enforcement.

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OFAC Regulation

OFAC is the primary U.S.

regulatory authority responsible for administering economic sanctions that affect transactions with designated foreign countries, nationals, and others, as defined by various Executive Orders and in various legislation.

regulatory authority responsible for administering economic sanctions that affect transactions with designated foreign countries and territories, nationals, and others, as defined by various Executive Orders and in various legislation.

OFAC-administered sanctions take many different forms.

For example, sanctions may include:

(1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S.

persons engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country;

and (2) a blocking of assets in which the government or “specially designated nationals” of the sanctioned country have an interest by prohibiting transfers of property subject to U.S.

(1) restrictions on trade with or investment in a sanctioned country or territory, including prohibitions against direct or indirect imports from and exports to a sanctioned country or territory, and prohibitions on U.S.

persons engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country or territory;

and (2) a blocking of assets in which the government or “specially designated nationals” of the sanctioned country or territory, or other sanctioned individuals or entities, have an interest by prohibiting transfers of property subject to U.S.

jurisdiction, including property in the possession or control of U.S.

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Other jurisdictions and multilateral bodies also administer and impose sanctions.

2024 Form 10-K 19

Cybersecurity and Data Privacy

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Huntington and its subsidiaries are subject to the rules and regulations promulgated under the authority of the CFPB and Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to cybersecurity and data privacy.

Further, the GLBA, and its regulations such as Regulation P, require financial institutions to disclose their data privacy policies and practices relating to sharing personal information and enables retail customers to opt out of our ability to share their personal information with unaffiliated third parties under certain circumstances.

Further, the GLBA, and its regulations such as Regulation P and Regulation S-P, require financial institutions to disclose their data privacy policies and practices relating to sharing personal information and enables retail customers to opt out of our ability to share their personal information with unaffiliated third parties under certain circumstances.

The GLBA and its regulations require financial institutions to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information.

An amendment to Regulation S-P, an implementing regulation under the GLBA, was adopted by the SEC on May 16, 2024 and requires registered investment advisers and broker-dealers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach.

An amendment to Regulation S-P, was adopted by the SEC on May 16, 2024 and requires registered investment advisers and broker-dealers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach.

Federal law also makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.

Moreover, the U.S.

Congress has recently considered, and is currently considering, various proposals for more comprehensive cybersecurity and data privacy legislation, to which we may be subject if passed.

Congress has recently considered, and will likely in the future consider, various proposals for more comprehensive cybersecurity and data privacy legislation, to which we may be subject if passed.

Like other lenders, the Bank and other of our subsidiaries also use credit bureau data in their underwriting activities.

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Similar state laws may impose additional requirements on us and our subsidiaries.

2025 Form 10-K 21

The CISA is intended to improve cybersecurity in the U.S.

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The law includes liability protections for companies that share cyber-threat information with third parties so long as such sharing activity is conducted in accordance with the CISA.

Although the CISA originally expired on September 30, 2025 and was temporarily reauthorized to remain in effect through January 30, 2026, the long-term status of the CISA remains uncertain pending further action by the U.S.

In addition, the enactment of the CIRCIA in 2022, once rulemaking is complete, will require, among other things, certain companies to report significant cyber incidents to the CISA Agency within 72 hours from the time the company reasonably believes the incident occurred (and within 24 hours of making a ransom payment as a result of a ransomware attack).

On April 4, 2024, the CISA Agency proposed a rule under the CIRCIA that would clarify the scope of cyber incidents to be reported and would further define covered entities subject to the CIRCIA to expressly include companies in the financial services industry that are required to report cyber incidents to their primary federal regulators.

In addition, effective April 1, 2022, the Federal Reserve, OCC and FDIC issued a rule that, among other things, requires a banking organization to notify its primary federal regulator as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith could materially disrupt, degrade or impair its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the stability of the U.S.

Although the CIRCIA originally required the CISA Agency to finalize its regulations by October 4, 2025, the CISA Agency has extended such deadline to May 2026.

In addition, the Federal Reserve, OCC, and FDIC require, among other things, a banking organization to notify its primary federal regulator as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith could materially disrupt, degrade, or impair its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit, or franchise value, or pose a threat to the stability of the U.S.

financial sector.

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Cybersecurity and data privacy are also areas of increasing state legislative focus.

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Our cybersecurity and data privacy policies and procedures for the protection of personal information are in effect across all businesses and geographic locations as applicable.

See Item 1 C :

C ybersecurity for a discussion of our cybersecurity risk management and strategy and cybersecurity governance framework.

FDIC Insurance

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The FDIC also requires large insured depository institutions, including the Bank, to maintain enhanced deposit account recordkeeping and related information technology system capabilities to facilitate prompt payment of insured deposits if such an institution were to fail.

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The FDIC, as required under the FDIA, established a plan on September 15, 2020, to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35% within eight years.

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The FDIC also concurrently maintained the Designated Reserve Ratio for the DIF at 2%.

In November 2023, the FDIC issued a final rule, which became effective April 1, 2024, to implement a special assessment to recoup losses to the DIF associated with the first half 2023 bank failures.

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with bank failures in the first half of 2023.

Under the final rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits.

The FDIC will collect the special assessment over an initial eight-quarter collection period, which began in the second quarter of 2024 and currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate, subject to change depending on any adjustments to the loss estimate, mergers or failures, or amendments to reported estimates of uninsured deposits.

The Bank recognized expense of $214 million in 2023 and $28 million in 2024 related to the DIF special assessment.

On December 16, 2025, the FDIC issued an interim final rule providing that the FDIC will collect the special assessment over an initial seven quarters of the collection period, which began in the second quarter of 2024, at a quarterly rate of 3.36 basis points, and reduce the rate which the special assessment will be collected in the eighth collection quarter, which will have an invoice payment date of March 30, 2026, to 2.97 basis points.

Under the interim final rule, upon termination of the FDIC’s receiverships of Silicon Valley Bank and Signature Bank, the FDIC will either provide an offset to insured depository institutions, if the special assessment amount then-collected exceeds losses, or collect from insured depository institutions a one-time final shortfall special assessment, if losses exceed the special assessment amount then-collected.

In addition, the FDIC will provide an offset to regular quarterly deposit insurance assessments for banks subject to the special assessment if, following the final resolution of litigation between the FDIC and SVB Financial Trust, the total amount collected through the special assessment exceeds the loss estimate at that time.

Our compensation practices are subject to oversight by the Federal Reserve and, with respect to some of our subsidiaries and employees, by other financial regulatory bodies.

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The SEC has a rule that directs stock exchanges to require listed companies to implement clawback policies to recover incentive-based compensation from current or former executive officers in the event of certain financial restatements and requires companies to disclose their clawback policies and their actions under those policies.

2024 Form 10-K 21

Community Reinvestment Act

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banking agencies issued a final rule to amend their regulations implementing the CRA.

The rule materially revises the current CRA framework, including the assessment areas in which a bank is evaluated to include activities associated with online and mobile banking, the tests used to evaluate the Bank in its assessment areas, new methods of calculating credit for lending, investment, and service activities, and additional data collection and reporting requirements.

The rule is expected to result in a significant increase in the thresholds for large banks to receive “Outstanding” ratings in the future.

The rule was expected to take effect on April 1, 2024, with most of its provisions becoming applicable on January 1, 2026.

Reporting of the collected data will not be required until 2027.

Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule.

In March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date, originally set for April 1, 2024.

The effective date will be extended each day the injunction remains in place, pending the resolution of the lawsuit.

In July 2025, the federal banking agencies issued a notice of proposed rulemaking, which, if finalized, would rescind the CRA final rule issued in October 2023 and reinstate that CRA framework that existed prior to the issuance of that rule.

Implementation of the October 2023 final rule, which was subject to an injunction and has not taken effect, would have materially changed the CRA framework, including imposing additional costs and changing how CRA performance would be assessed.

2025 Form 10-K 23

Debit Interchange Fees

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These fees impose requirements regarding routing and exclusivity of electronic debit transactions.

As an issuer with over $10 billion in assets, Huntington is subject to, and in compliance with, Regulation II which requires, among other things, that debit card issuers should enable all debit card transactions, including card-not-present transactions such as online payments, to be processed on at least two unaffiliated payment card networks.

As an issuer with over $10 billion in assets, the Bank is subject to, and in compliance with, Regulation II, which requires, among other things, that debit card issuers should enable all debit card transactions, including card-not-present transactions such as online payments, to be processed on at least two unaffiliated payment card networks.

In October 2023, the Federal Reserve released a notice of proposed rulemaking that would lower the maximum interchange fee that a large debit card issuer can receive on a debit card transaction.

Under the proposal, the base component would initially decrease from 21.0 cents to 14.4 cents, the ad valorem component would decrease from 5.0 basis points to 4.0 basis points multiplied by the value of the transaction, and the fraud-prevention adjustment would increase from 1.0 cents to 1.3 cents for debit card transactions performed from the effective date of the final rule to June 30, 2025.

Under the proposal, the Federal Reserve would set the components of the maximum interchange fee to amounts lower than those in the currently applicable Regulation II.

In addition, the proposal would adopt an approach for future adjustments to the interchange fee cap, which would occur every other year based on issuer cost data gathered from large debit card issuers.

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These federal and state consumer protection laws apply to a broad range of our activities and to various aspects of our business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services.

22 Huntington Bancshares Incorporated

In December 2024, the CFPB issued a final rule that amends Regulation Z, which implements the Truth in Lending Act, to apply to overdraft credit provided by insured depository institutions with more than $10 billion in total assets.

The final rule is scheduled to go into effect on October 1, 2025.

Under the final rule, covered institutions, including the Bank, would be allowed to choose to offer overdrafts as a courtesy overdraft service or as a line of credit.

If the courtesy overdraft option is chosen, overdrafts would remain exempt from Regulation Z, as long as fees charged are based on the higher of an institutions breakeven point derived from its own costs and losses, or a benchmark fee of $5 established by the CFPB.

If the overdraft line of credit option is chosen, overdrafts would be considered a loan subject to Regulation Z, and therefore, subject to account opening and loan disclosures, required to be held in an account separate from the customer’s checking or transaction account, and may not be conditioned on preauthorized electronic funds transfers.

Several banking industry groups filed a lawsuit seeking to invalidate the final rule, in which they argued that the CFPB exceeded its statutory authority in adopting the final rule.

The court has not yet ruled on the merits of the lawsuit nor granted a preliminary injunction.

We continue to evaluate this rulemaking and assess its potential impact on Huntington and the Bank.

In May 2025, President Trump signed a Congressional Review Act resolution that overturned the CFPB’s December 2024 final rule, which would have taken effect October 1, 2025 and imposed certain requirements on overdraft fees, similar to those that apply to credit cards, unless the financial institution limited the amount of overdraft fees to the higher of the amount of costs and losses to provide overdraft services or $5.00.

Corporate Responsibility

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and working in partnership to create more prosperous and resilient communities.

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Governance and Ethics

With oversight from our Board of Directors and in furtherance of our business strategy, we are committed to implementing strong Corporate Responsibility practices.

The following represents our integrated governance structure:

Board Nominating and ESG Committee

Board Risk Oversight Committee

Executive Leadership Team

Chief Corporate Responsibility Officer

Climate Risk Director

The following represents our integrated governance structure with respect to Corporate Responsibility:

Board of Directors

Nominating and Corporate Governance Committee

Audit Committee

Human Resource and Compensation Committee

Technology Committee

Risk Oversight Committee

CEO/Executive Leadership Team

Risk Management Committee Disclosure Review Committee

Each Board-level committee provides oversight of Corporate Responsibility matters as it pertains to their specific areas of expertise and focus.

Further, Corporate Responsibility is incorporated throughout our risk management structure.

Our Board of Directors and ELT are committed to executing on our long-term vision and aligning our strategic objectives with the interests of our stakeholders.

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At the end of 2025, our Board consisted of 12 directors, comprised of our Chairman/President/CEO of Huntington Bancshares Incorporated and President/CEO of Huntington National Bank, our Huntington National Bank Chairman, and 10 independent directors.

In connection with the Cadence acquisition, we appointed three new directors, all former directors of Cadence, including two independent directors.

Our key risk and governance committees are comprised of a minimum of three independent directors and are chaired by an independent director with the knowledge and expertise to lead the committee.

Each year, the Board evaluates its leadership organization to ensure it is best structure to provide oversight of the Company and execute against our strategy objectives.

As of December 31, 2024, our ELT and Board were both 50% diverse by race and gender.

2024 Form 10-K 23

Chief Corporate Responsibility Officer

Our Chief Corporate Responsibility Officer is responsible for (1) advancing enterprise Corporate Responsibility strategy and facilitating implementation of the strategy at the business levels;

(2) driving a consistent understanding of Corporate Responsibility strategy throughout the Company;

(3) leading regulatory compliance efforts;

and (4) overseeing goal setting (when appropriate), reporting, and monitoring.

The Chief Corporate Responsibility Officer also identifies innovation and advancement opportunities aligned with strategic planning.

The Chief Corporate Responsibility Officer works with a Strategy Team to drive an integrated strategic vision throughout the Bank, as well as a Core Team that is responsible for day-to-day oversight, including over publication of external disclosures and reporting.

Climate Risk Director and Team

Our Climate Risk Director and climate risk management team are responsible for providing input into the identification, assessment, and monitoring of climate-related risks, including guidance and insight relative to areas of expertise by the members who represent business units across the Company.

This team is also tasked with offering input into emissions calculations and climate scenario analyses to help identify and mitigate prospective risks.

Each year, the Board evaluates its leadership organization to ensure it is best structured to provide oversight of the Company and execute against our strategy objectives.

Corporate Responsibility and Sustainability Executive

Our Corporate Responsibility and Sustainability Executive, who reports to our General Counsel, is responsible for advancing the enterprise corporate responsibility strategy and facilitating its implementation at the business levels, driving a consistent understanding of the strategy throughout the Company, leading regulatory compliance efforts, and overseeing goal setting (when appropriate), reporting, and monitoring.

The Corporate Responsibility and Sustainability Executive also identifies innovation and advancement opportunities aligned with strategic planning.

Chief Risk Officer

Our Chief Risk Officer is responsible for providing regular updates on risk management issues to the Board’s Risk Oversight Committee, which could include climate-related credit risks.

Community Development

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We align our corporate strategy to our purpose of helping others and building upon our market-leading, purpose-driven bank through focused efforts on the environmental and social issues most important to our business and our stakeholders.

2025 Form 10-K 25

In June 2021, we made a five-year $40 billion commitment toward our Community Plan to strengthen small businesses and foster opportunity throughout our footprint.

Our Community Plan was developed to support communities by enabling and improving financial opportunities for people, businesses, and neighborhoods through commitments focusing on increasing lending, investing, and services to address areas of need as follows:

• Huntington committed to providing $24 billion in affordable housing financing and consumer lending.

Through October 31, 2024, we have reached $18.2 billion of this commitment.

• Huntington expanded its Small Business lending programs into its acquired TCF footprint and committed $10 billion to the programs.

Through October 31, 2024, we have reached $8.2 billion of this commitment.

• Huntington committed $6.5 billion in community development loans and investments to establish programs and services that foster equity in areas such as affordable housing, small business financing, and community services.

Through October 31, 2024, we have exceeded this commitment by funding $7.8 billion in loans and investments.

• Embedded in the areas of need above is a $16 billion commitment to diverse borrowers and communities to advance systemic change.

Through October 31, 2024, we have reached $14.7 billion of this commitment.

Huntington has additionally developed a Lift Local Business® program, and made a commitment of $100 million, which supports entrepreneurs who have been historically under-resourced.

This program offers loans, business planning support, free financial education courses delivered through Operation HOPE, and other services to help them achieve their goals.

Through September 30, 2024, we have exceeded this commitment by funding $153 million in loans.

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We have exceeded our commitment through 2025.

Environmental

Huntington supports environmental stewardship, reflecting our commitment to mitigating the effects of climate change and reducing our reliance on natural resources.

Our path to a more sustainable future is guided by our environmental and climate strategies, transitioning to renewable sources of energy, improving our energy efficiency, growing our renewable energy financing capabilities, and preparing for future regulatory and reporting requirements.

We report on our commitment and transparency in numerous ways.

These include:

• Preparing an annual Climate Report that discusses in detail our approach toward environmental and climate governance, strategy, risk management, and performance;

• Working closely with shareholders and third party rating agencies to disclose and update details about our environmental programs;

• Making additional environmental and climate-related resources available on our Investor Relations website, and meeting regularly with shareholders to discuss our environmental and climate risk management efforts.

In 2024, we published our third standalone Climate Report, organized around the TCFD framework, based on 2023 data;

Our Climate Report updated progress against our Scope 1 and Scope 2 emissions reductions, water consumption, and landfill waste goals.

Consistent with our membership in the Partnership for Carbon Accounting Financials organization, we have disclosed the Scope 3, Category 15 emissions associated with our consumer automobile portfolio.

Consistent with emerging regulatory expectation, our Climate Risk team continues to work toward computing reliable, accurate estimates of other Scope 3, Category 15 portfolios.

Huntington supports environmental stewardship, including our commitment to reducing our reliance on natural resources.

Our path to a more sustainable future is guided by our environmental and climate strategies, transitioning to renewable sources of energy, improving our energy efficiency, maintaining our renewable energy financing capabilities, and preparing for future regulatory and reporting requirements.

We report our commitment to environmental stewardship in our annual Climate Report, which can be found on our Investor Relations website under the heading “Corporate Responsibility”.

The contents of our website, including our Climate Report, are not incorporated by reference into this report.

Human Capital and Inclusion

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We engage with our colleagues to gain valuable feedback on a wide range of subjects related to the experience of working at Huntington, with a strategic focus on culture, trust, and engagement.

We value the feedback colleagues choose to share and use the information to drive our talent management program, which focuses on four key areas:

We value the feedback colleagues choose to share and use the information which focuses on four key areas:

• Development

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• Attraction of talent

At Huntington, we have taken steps to align our values, beliefs, and behaviors with those of our colleagues.

We have highly engaged colleagues committed to looking out for each other and our customers with a balanced focus on “what we do” and “how we do it.” This synergy has proven to positively impact colleague performance and satisfaction.

2024 marked the tenth consecutive year we conducted a company-wide engagement survey to measure our colleagues’ experience with a strategic focus on culture, trust, and engagement – and the results were reaffirming.

At Huntington, we have highly engaged colleagues committed to looking out for each other and our customers with a balanced focus on “what we do” and “how we do it.” This synergy has proven to positively impact colleague performance and satisfaction.

2025 marked the eleventh consecutive year we conducted a company-wide engagement survey to measure our colleagues’ experience with a strategic focus on culture, trust, and engagement – and the results were reaffirming.

In 2025, 85%, 83%, and 83% of colleagues responded favorably on trust, culture, and engagement, respectively.

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82% of colleagues responded they would recommend Huntington as a great place to work.

The annual company-wide engagement survey is just one element of our continual colleague feedback program, which includes quick colleague pulse, new hire, manager-specific, and exit surveys.

The annual company-wide engagement survey is just one element of our continual colleague feedback program, which includes a variety of listening strategies and surveys.

These surveys enhance leader understanding of the colleague experience, position Huntington to respond to colleague needs, and provide strong support to colleagues as they deliver performance in the spirit of our Purpose and Values.

2024 Form 10-K 25

At Huntington, living our shared Purpose extends beyond our daily work.

We believe that building connections between colleagues, their families and our communities create a meaningful, fulfilling, and inclusive colleague experience.

During 2024, Huntington colleagues provided approximately 35,000 volunteer hours to nearly 1,400 organizations across our footprint, including foodbanks, homeless shelters, local schools, senior housing, and afterschool programs.

We believe that building connections between colleagues, their families, and our communities creates a meaningful, fulfilling, and inclusive colleague experience.

During 2025, Huntington colleagues provided nearly 30,000 volunteer hours to approximately 1,200 organizations across our footprint, including foodbanks, homeless shelters, local schools, senior housing, and afterschool programs.

Our commitment to creating an inclusive environment involves embracing different skills, backgrounds, and perspectives, both in our communities and at work.

We execute this strategy in multiple ways, including community engagement and through Inclusion Councils, Business Resource Groups, and Communities of Practice to support our commitment to engage, develop, retain, and attract talent.

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We have created specialized programs to help our colleagues grow and develop.

These programs include an online library which allows colleagues to take ownership of their development via direct access to role-based content.

These programs include an online library that allows colleagues to take ownership of their development via direct access to role-based content.

The content is divided into three key areas of development:

learning and growth, maximizing performance, and protecting the company.

During 2024, colleagues at Huntington completed nearly 800,000 training hours.

During 2025, colleagues at Huntington completed over 500,000 training hours.

Huntington also provided several top talent development programs so that colleagues may further develop and accelerate their career growth.

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In addition to these programs, Huntington has also launched a program to capture the skills of all colleagues and match colleagues to internal job opportunities based on those skills.

Huntington is committed to creating an environment where colleagues are valued, supported, and empowered.

With respect to pay, Huntington offers a minimum hourly rate of $20 per hour and competitive wages at all levels of the organization, which we regularly benchmark against the marketplace.

Huntington is committed to maintaining a culture where everyone feels welcome, safe, and respected - empowering colleagues to perform at their best.

With respect to pay, Huntington offers a minimum hourly rate of $21 per hour and competitive wages at all levels of the organization that we regularly benchmark against the marketplace.

Our compensation structure includes benefit plans and programs focused on multiple facets of well-being, including physical, mental, and financial wellness.

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The program includes, when available and appropriate:

flexible scheduling (staggered hours, compressed workweeks, part-time schedules, and job-sharing), flexible work location (remote and in-office), and both health and financial wellness support beyond the basic medical/visual/dental programs (adoption and fertility, parental leave, on-site fitness and fitness discounts, mental health and financial counseling services, support for chronic conditions).

We continue to identify and implement effective practices to promote pay equity, in compliance with laws.

Huntington conducts a pay equity analysis annually, evaluating pay for colleagues performing the same work, designed to ensure equity.

The diversity of our colleagues is a key component of our success as an organization as it allows us to have a workforce that is representative of the communities we serve and is critical to our sustained success and growth.

Our commitment to creating a diverse and inclusive environment involves embracing different skills, backgrounds, and perspectives, both in our communities and at work.

Huntington’s inclusive and caring culture is one of the ways we continue to position Huntington as the country’s leading people-first, customer-centered bank.

Collectively, these strategies create a colleague experience that entices colleagues to stay and fulfill their goals with Huntington.

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Purpose Driven Hiring supports our approach to hiring for alignment with Huntington’s leadership behaviors, values, and skills, creating a streamlined, repeatable process that promotes fair treatment for all.

We have made investments, including revamping our career site and leveraging a candidate management platform, to enhance communication that elevate the hiring experience for candidates, hiring managers, and recruiters alike.

We have made investments, including revamping our career site and leveraging a candidate management platform, to enhance communication that elevates the hiring experience for candidates, hiring managers, and recruiters alike.

These practices will allow us to secure highly talented colleagues that will help shape our future.

26 Huntington Bancshares Incorporated

Available Information

We are subject to the informational requirements of the Exchange Act and, in accordance with the Exchange Act, we file annual, quarterly, and current reports, proxy statements, and other information with the SEC.

The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC.

The address of the site is http://www.sec.gov.

The reports and other information, including any related amendments, filed by us with, or furnished by us to, the SEC are also available free of charge at our Internet web site as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

The address of the site is http://www.huntington.com.

Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those web sites is not part of this report.

You also should be able to inspect reports, proxy statements, and other information about us at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.

The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC.

The address of the website is http://www.sec.gov.

The reports and other information, including any related amendments, filed by us with, or furnished by us to, the SEC are also available free of charge on the Investor Relations portion of our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

The address of the website is http://www.ir.huntington.com.

Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part of this report.

Our reports, proxy statements, and other information about us is also available for inspection at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.

2025 Form 10-K 27

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 1. Business