What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-13 compared with 2025-02-14 · 427 added, 337 removed, 1250 unchanged (38% of the section changed)

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Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “ Forward-Looking Statements ” and those set forth in “ Item 1A :

Risk Factors ”.

In this MD&A we refer to FTE net interest income and FTE total revenue.

These financial measures are not required by, or calculated in accordance with GAAP and may not be calculated the same as similarly titled measures used by other companies.

These financial measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP.

For a further description of these non-GAAP financial measures, see the “ Non-GAAP Financial Measures ” within the “ Additional Disclosures ” section below.

EXECUTIVE OVERVIEW

Acquisitions and Divestitures

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

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

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

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

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

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

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

Reporting Update

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

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

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

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

46 Huntington Bancshares Incorporated

Veritex Acquisition

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

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

Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $1.7 billion.

Historical periods prior to October 20, 2025 reflect results of legacy Huntington operations.

Subsequent to closing, results reflect all combined post-acquisition activity.

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

Cadence Acquisition

Effective February 1, 2026, Huntington completed its previously announced acquisition of Cadence Bank (“Cadence”), 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, 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.

2025 Form 10-K 51

2025 Financial Performance Review

25 unchanged sentences

Net income per common share—diluted 1.39 0.17 14 1.22 (0.02) (2) 1.24

Cash dividends declared

Cash dividends declared per common share

0.62 — — 0.62 — — 0.62

Return on average total assets

Return on average assets

1.05 % 0.99 % 1.04 %

18 unchanged sentences

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

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

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

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

2024 Form 10-K 47

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

(2) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

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

52 Huntington Bancshares Incorporated

Summary of Results

In 2025, we reported net income of $2.2 billion, or $1.39 per diluted common share, compared with net income in 2024 of $1.9 billion, or $1.22 per diluted common share.

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

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

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

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

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

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

The current year reported net income was impacted by acquisition-related expenses totaling $168 million, or $129 million after tax, which reduced diluted earnings by $0.09 per common share.

Net interest income was $6.0 billion in 2025, an increase of $646 million, or 12%, from 2024.

FTE net interest income, a non-GAAP financial measure, increased $658 million, or 12%, from 2024.

The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities.

The NIM increase was primarily due to a decrease in the cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity.

The provision for credit losses increased $43 million, or 10%, to $463 million for 2025.

The ACL was $2.7 billion, or 1.83% of total loans and leases, at December 31, 2025, compared to $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024.

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

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

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

The increase in the ACL was driven by current year loan and lease growth, in addition to an ACL recorded for loans acquired in the Veritex transaction, partially offset by a decrease in the overall ACL coverage ratio.

Noninterest income was $2.2 billion, an increase of $135 million, or 7%, from the prior year, driven by a $24 million gain on the sale of a portion of our trust and custody business and increases in customer deposit and loan fees, wealth and asset management revenue, payments and cash management revenue, and capital markets and advisory fees, partially offset by an increase in net losses on sales of securities.

Noninterest expense was $5.0 billion, an increase of $453 million, or 10%, from the prior year primarily due to higher personnel costs and outside data processing and other services, in addition to $168 million of acquisition-related expenses, partially offset by lower deposit insurance expense driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

Consolidated Balance Sheet and Capital Ratios

Total assets at December 31, 2025 were $225.1 billion, an increase of $20.9 billion, or 10%, compared to December 31, 2024.

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

The increase in total assets was driven by $10.3 billion of organic loan growth and $9.3 billion of loans acquired as a result of the completion of the Veritex acquisition.

Total liabilities at December 31, 2025 were $200.7 billion, an increase of $16.3 billion, or 9%, compared to December 31, 2024.

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

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

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

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

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

48 Huntington Bancshares Incorporated

The increase in total liabilities was largely driven by $10.8 billion of liabilities assumed as a result of the completion of the Veritex acquisition and organic deposit growth, partially offset by the run-off of certain higher-cost Veritex deposits.

The tangible common equity to tangible assets ratio increased to 7.1% at December 31, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from earnings, net of dividends, an improvement in AOCI, and the net impact of the Veritex acquisition, partially offset by an increase in tangible assets.

The CET1 risk-based capital ratio was 10.4% at December 31, 2025, down from 10.5% at December 31, 2024, with the decrease primarily due to an increase in risk-weighted assets and the CECL transition adjustment, partially offset by current period earnings, net of dividends.

2025 Form 10-K 53

Business Overview

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

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

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

Our 2025 results reflect strong growth across loans, deposits, and value-added fee services, supported by the combination of existing and new businesses, and our partnership with Veritex.

Driven by our robust liquidity, capital, and credit, we continued to invest in building existing business relationships, adding new relationships, and expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals.

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

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

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

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

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

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

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

Recent economic data has been mixed.

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

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

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

We remain focused on driving our flywheel of value creation to deliver profitable growth and long-term value for our customers, colleagues, and shareholders.

Economic conditions remained overall healthy during the fourth quarter of 2025, demonstrating resilience despite uncertainty stemming from the longest government shutdown on record and disruptions in the availability of certain economic data.

Financial markets reflected this underlying strength, with broad equity indices remaining near record levels and corporate credit spreads continuing to trade near historically tight levels.

Trade policy developments, including the use of tariffs, remain an evolving factor for both financial markets and economic activity.

While legal and geopolitical developments bear monitoring, market participants have demonstrated an ability to absorb these uncertainties, supported by generally favorable global financial conditions, even amid periods of increased volatility in select international markets.

At its December 2025 meeting, the Federal Reserve lowered the federal funds rate by 25 basis points, marking the third such reduction in 2025.

The decision reflects the Federal Reserve’s confidence that inflation, while still above the stated 2% target, remains manageable over the medium term, and that a modest easing in the policy can help sustain economic expansion as labor market conditions normalize.

With economic growth continuing at a healthy pace, monetary policy is increasingly viewed as well-positioned to support continued expansion.

Labor market conditions moderated during 2025, with the unemployment rate peaking at 4.5% before improving modestly to 4.4% at the end of the year.

Despite some softening in the labor market, overall economic activity remained resilient, with real GDP expanding by 2.0%-2.3% through the first three quarters of 2025.

The manufacturing sector showed signs of stabilization following a period of mild contraction and is well-positioned to benefit from renewed investment, supply-chain normalization, and technological advancement.

The services sector continued its slow and steady expansion, reinforcing the durability of domestic demand.

Consumer spending remained resilient throughout the year, driven by strong spending from higher income households.

Looking ahead, government spending initiatives and tax provisions expected to take effect in early 2026 have further improved the economic outlook, leading many economists to reduce their assessed probability for a recession in 2026.

Legislative and Regulatory

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

2024 Form 10-K 49

54 Huntington Bancshares Incorporated

DISCUSSION OF RESULTS OF OPERATIONS

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For a discussion of our results of operations for 2024 versus 2023, see “Part II, Item 7:

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2024 Annual Report on Form 10-K, filed with the SEC on February 14, 2025.

Average Balance Sheet / Net Interest Income

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

50 Huntington Bancshares Incorporated

2025 Form 10-K 55

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

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$ 6,056 3.13 % $ 5,398 3.00 %

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

(1) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

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

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

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

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

2024 Form 10-K 51

56 Huntington Bancshares Incorporated

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

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Total liabilities 176,560 168,873 7,687 5

168,873 160,474 8,399 5

Total Huntington shareholders’ equity 19,651 18,634 1,017 5

18,634 18,263 371 2

Non-controlling interest 49 49 — —

1 unchanged sentence

Total liabilities and equity $ 196,260 $ 187,556 $ 8,704 5 %

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

Net interest rate spread 2.33 2.54

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NII/NIM (FTE) $ 5,398 3.00 % $ 5,481 3.19 %

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

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

(1) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

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

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

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

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

52 Huntington Bancshares Incorporated

2025 Form 10-K 57

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

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Net Interest Income

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

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

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

Net interest income for 2025 was $6.0 billion, an increase of $646 million, or 12%, from 2024.

FTE net interest income, a non-GAAP financial measure, increased $658 million, or 12%, from 2024.

The NIM increase was primarily due to a decrease in cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity.

The increases in average earning assets and interest-bearing liabilities included the impact of earning assets and interest-bearing liabilities acquired in connection with the Veritex transaction.

Average Balance Sheet

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

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

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

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

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

Average assets for 2025 were $210.8 billion, an increase of $14.5 billion, or 7%, from 2024.

Average assets were impacted by the $12.0 billion of total assets acquired in connection with the Veritex transaction effective October 20, 2025.

The increase in average assets was primarily due to increases in average loans and leases of $12.2 billion, or 10%, interest-earning deposits with banks of $876 million, or 8%, and total securities of $686 million, or 2%.

The increase in average loans and leases, inclusive of acquired Veritex loans and leases, included growth in average commercial loans and leases of $9.1 billion, or 13%, and in average consumer loans of $3.1 billion, or 6%.

Average liabilities for 2025 were $159.8 billion, an increase of $12.7 billion, or 9%, from 2024.

Average liability increases were also impacted by the Veritex acquisition.

The increase in average liabilities was primarily due to an increase in average deposits of $12.9 billion, or 9%, driven by an increase in average interest-bearing deposits of $10.7 billion, or 9%, and an increase in average total debt of $2.2 billion, or 13%.

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

Average shareholders’ equity for 2025 was $21.5 billion, an increase of $1.8 billion, or 9%, from 2024, primarily due to earnings, net of dividends, the benefit from a decrease in average accumulated other comprehensive loss, and the impact of common stock issued in connection with the Veritex acquisition.

58 Huntington Bancshares Incorporated

Provision for Credit Losses

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The provision for credit losses in 2025 was $463 million, an increase of $43 million, or 10%, from 2024.

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

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

2024 Form 10-K 53

The increase in the provision for credit losses over the prior year was driven primarily by current year loan and lease growth, partially offset by a modest reduction in overall ACL coverage ratios in 2025.

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

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Provision (benefit) for unfunded lending commitments

Provision for securities 2 — 4

Provision (benefit) for securities

Total provision for credit losses $ 463 $ 420 $ 402

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Mortgage banking income 141 11 8 130 21 19 109

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

Insurance income 81 4 5 77 3 4 74

Leasing revenue 66 (13) (16) 79 (33) (29) 112

Net gains (losses) on sales of securities (58) (37) NM (21) (14) NM (7)

2 unchanged sentences

Noninterest income was $2.2 billion, an increase of $135 million, or 7%, from the prior year.

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

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

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

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

Customer deposit and loan fees increased $56 million, or 17%, primarily reflecting higher loan commitment fees.

Wealth and asset management revenue increased $45 million, or 12%, reflecting higher trust and investment management account income.

Payments and cash management revenue increased $44 million, or 7%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue.

Capital markets and advisory fees increased $19 million, or 6%, primarily due to higher syndication fees and commercial loan production related activities, partially offset by lower advisory fees.

Mortgage banking income increased $11 million, or 8%, largely reflecting an increase in saleable spreads.

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

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

54 Huntington Bancshares Incorporated

Other noninterest income increased $6 million, or 5%, primarily due to a $24 million gain in 2025 on the sale of a portion of our trust and custody business, partially offset by a decrease in revenue from tax credit syndications.

Partially offsetting these increases, net gains (losses) on sales of securities included a net loss of $58 million in 2025, compared to $21 million in 2024, as a result of corporate debt securities repositioning completed in each respective period, and leasing revenue decreased $13 million, or 16%, driven by lower operating lease income.

2025 Form 10-K 59

Noninterest Expense

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Net occupancy 232 11 5 221 (25) (10) 246

Marketing 116 1 1 115 24 26 91

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

Professional services 155 56 57 99 — — 99

Marketing 127 11 9 116 1 1 115

Deposit and other insurance expense 65 (49) (43) 114 (188) (62) 302

Amortization of intangibles 46 (1) (2) 47 (3) (6) 50

4 unchanged sentences

20,424 492 2 % 19,932 (23) — % 19,955

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

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

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

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

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

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

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

Noninterest expense was $5.0 billion, an increase of $453 million, or 10%, from the prior year.

Noninterest expense for 2025 included $168 million of acquisition-related expenses, as detailed in the following table.

There were no acquisition-related expenses in the years ended December 31, 2024 or 2023.

Table 7 - Impact of Acquisition-related Expenses Year Ended December 31,

(dollar amounts in millions) 2025

Personnel costs $ 50

Outside data processing and other services 32

Professional services 66

Deposit and other insurance expense 1

Other noninterest expense 13

Total impact of acquisition-related expenses

Excluding acquisition-related expenses, noninterest expense increased $285 million, or 6%, from the prior year.

Personnel costs increased $244 million, or 9%, primarily due to increases in incentive compensation and salary expense, in addition to the impact from adding Veritex employees.

Outside data processing increased $75 million, or 11%, primarily due to higher technology and data expense.

Partially offsetting these increases, deposit and other insurance expense decreased $50 million, or 44%, driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

Provision for Income Taxes

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

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

The decrease in the effective tax rate in 2025, compared to 2024, related primarily to increased benefits from general business credits and the benefits of capital losses recognized in 2025.

The net federal deferred tax asset was $856 million, and the net state deferred tax asset was $92 million at December 31, 2025.

60 Huntington Bancshares Incorporated

RISK MANAGEMENT

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

2024 Form 10-K 55

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

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

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

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

Risk Governance and Risk Appetite

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

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

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

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

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

2025 Form 10-K 61

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

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

56 Huntington Bancshares Incorporated

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

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Our Chief Auditor reports directly to the Audit Committee.

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

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

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

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

62 Huntington Bancshares Incorporated

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

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

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

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

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

2024 Form 10-K 57

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

Our Risk Governance structure also includes executive level committees to manage and oversee risk, which include Asset & Liability Management, Risk Management (inclusive of credit risk and strategy), Capital Management, Allowance, Incentive Compensation, Sarbanes-Oxley, and Disclosure Review.

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

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

2025 Form 10-K 63

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

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

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

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At December 31, 2025, our loans and leases totaled $149.6 billion, representing a $19.6 billion, or 15%, increase compared to $130.0 billion at December 31, 2024.

The increase was driven by a combination of organic growth and the Veritex acquisition.

As of the acquisition date, acquired loans totaled $9.3 billion, including $4.2 billion of commercial real estate loans, $4.0 billion of commercial and industrial loans, and $1.1 billion of residential mortgage loans.

The table below provides the composition of our total loan and lease portfolio.

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Total loans and leases $ 149,642 100 % $ 130,042 100 %

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

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Percent of total 15 % 43 % 17 % 25 % 100 %

2024 Form 10-K 59

Total commercial loans and leases were $90.4 billion at December 31, 2025 and represented 60% of our total loan and lease credit exposure at that date.

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As we have expanded our C&I portfolio, we have developed a series of “vertical specialties” to ensure that new products or lending types are embedded within a structured, centralized Commercial Lending area with designated, experienced credit officers.

These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which requires a high degree of expertise and oversight to effectively mitigate and monitor risk.

These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which require a high degree of expertise and oversight to effectively mitigate and monitor risk.

As such, we have dedicated colleagues and teams focused on bringing value-added expertise to these specialty customers.

2025 Form 10-K 65

CRE – The CRE portfolio includes both CRE commercial and CRE construction loans.

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

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Total consumer loans were $59.3 billion at December 31, 2025 and represented 40% of our total loan and lease credit exposure at that date.

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Residential mortgage – Residential mortgage loans represent loans to consumers for the purchase or refinance of a residence.

These loans are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence.

These loans, comprised of both fixed- and adjustable-rate mortgages, are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence.

Applications are underwritten centrally using consistent credit policies and processes.

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

The underwriting for adjustable-rate residential mortgages also incorporates a stress analysis for rising interest rates.

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

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The current portfolio includes 53% of the balances within our core footprint states.

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

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Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process.

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

As of December 31, 2025, there are no identified concentrations that exceed the assigned exposure limit.

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

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

2024 Form 10-K 61

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

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

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Accommodation and food services 4,228 3 3,226 2

Other services 3,617 2 1,962 2

Transportation and warehousing 3,288 2 3,324 3

Utilities 3,156 2 2,406 2

Professional, scientific, and technical services 2,053 2 2,035 2

Other services 1,962 2 1,864 2

Construction 2,369 2 1,890 1

Admin./support/waste mgmt.

and remediation services 1,681 1 1,498 1

Professional, scientific, and technical services 2,296 2 2,053 2

Information 1,937 1 1,647 1

Arts, entertainment, and recreation 1,923 1 1,646 1

Admin./support/waste mgmt.

and remediation services 1,844 1 1,681 1

Public administration 816 1 705 1

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Total loans and leases $ 149,642 100 % $ 130,042 100 %

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

(1) Amounts include $4.3 billion and $4.2 billion of auto dealer services loans at December 31, 2025 and December 31, 2024, respectively.

2025 Form 10-K 67

Commercial Credit

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

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

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

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

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

2024 Form 10-K 63

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

Table 12 - Commercial Real Estate Portfolio by Property Type

At December 31, 2024

At December 31, 2023

At December 31, 2025 At December 31, 2024

(dollar amounts in millions) Amount by Property Type

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Warehouse/Industrial 3,054 2 1,604 2

Office 1,559 1 1,825 1

Retail 2,224 1 1,477 1

Office 1,804 1 1,559 1

Hotel 1,438 1 817 1

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Table 13 - Commercial Real Estate Portfolio by Geographic Location

At December 31, 2024

At December 31, 2023

At December 31, 2025 At December 31, 2024

(dollar amounts in millions) Amount by Location (1)

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% of Total CRE loans and leases

Michigan $ 2,148 19 % $ 2,498 20 %

Texas $ 4,090 27 % $ 476 4 %

Ohio 2,176 14 1,938 17

Michigan 1,872 12 2,148 19

Florida 830 5 1,064 10

Illinois 787 5 683 6

Texas 476 4 605 5

Colorado 555 4 362 3

Pennsylvania 499 3 426 4

Minnesota 413 4 462 4

Wisconsin 486 3 342 3

California 406 3 387 3

Georgia 375 3 368 3

Colorado 362 3 398 3

Indiana 360 2 297 3

Other 3,148 22 2,955 28

1 unchanged sentence

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

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

2025 Form 10-K 69

Our CRE portfolio totaled $15.2 billion at December 31, 2025, an increase of $4.1 billion, or 37%, compared to December 31, 2024, driven by loans acquired as a result of the completion of the Veritex acquisition.

The CRE portfolio had an associated allowance coverage of 3.7% and 4.3% at December 31, 2025 and December 31, 2024, respectively.

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

The office sector continues to be an area of uncertainty, and while the sector has begun to recover, the recovery is uneven by market and property type, and demand and property values continue to remain lower than normal.

Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.8 billion, or 1% of total loans and leases, as of December 31, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024.

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

We have established ACL reserves of approximately 9% for our CRE office portfolio at both December 31, 2025 and December 31, 2024.

At December 31, 2025, there was $14 million of outstanding balances in the office portfolio that were 30 or more days past due.

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LEASE FINANCING

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

64 Huntington Bancshares Incorporated

portfolio risk management activities, and equipment and customer diversification.

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

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The credit review group conducts ongoing independent credit origination and process reviews to ensure the effectiveness and efficiency of the consumer credit processes.

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Collection actions by our customer assistance team are initiated as needed through a centrally managed collection and recovery function.

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

2024 Form 10-K 65

AUTOMOBILE PORTFOLIO

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This approach forms the basis of the discussion in the sections immediately following:

NPAs, NALs, ACL, and NCOs.

NALs and NPAs, ACL, and NCOs.

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

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

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

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

Credit quality performance in 2025 reflected NCOs of $316 million, or 0.23%, of average total loans and leases, a decrease of $56 million, compared to $372 million, or 0.30%, in the prior year.

The decrease reflects a $66 million decrease in commercial NCOs, partially offset by a $10 million increase in consumer NCOs.

NPAs increased from December 31, 2024 by $123 million, or 15%, to $945 million, with the increase primarily due to a $105 million increase in commercial and industrial NALs, a $24 million increase in residential mortgage NALs, and a $15 million increase in commercial real estate NALs, partially offset by a $30 million decrease in other NPAs.

The increase in NPAs during 2025 was in part due to NALs assumed in the Veritex acquisition.

2025 Form 10-K 71

NPAs and NALs

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

Of the $585 million of commercial related NALs at December 31, 2024, $249 million, or 43%, represent loans and leases that were less than 30-days past due, demonstrating our continued commitment to proactive credit risk management.

With the exception of residential mortgage loans guaranteed by government organizations, which continue to accrue interest, first lien loans secured by residential mortgage collateral are placed on nonaccrual status at 150-days past due.

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

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

The following table presents the details of our NALs and NPAs.

Table 14 - Nonaccrual Loans and Leases and Nonperforming Assets

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(2) Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs.

Our ACL is comprised of two different components, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio:

the ALLL and the AULC.

Our ACL is comprised of two different components, the ALLL and the AULC, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio.

We use statistically based models that employ assumptions about current and future economic conditions throughout the contractual life of the loan.

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

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

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The baseline scenario used in the December 31, 2025 ACL determination assumes the labor market has softened with the unemployment rate peaking at 4.8% in the fourth quarter of 2026.

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

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

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

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

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

2024 Form 10-K 67

Unemployment is expected to remain elevated with only a modest decline to 4.7% in the first half of 2027.

The Federal Reserve is projected to continue the current cycle of rate cuts, with gradual cuts forecasted throughout 2026 and 2027 until reaching 2.75% in 2027.

The rate is then expected to return to a neutral level of 3.0% by 2028.

Inflation is forecasted to remain above the Federal Reserve’s target level of 2%, with only slight declines to 2.7% by the end of 2026.

GDP data was limited in the fourth quarter of 2025 due to the government shutdown, with forecasted GDP expected to grow at 2% in 2026.

The table below is intended to show how the forecasted path of forecasted unemployment and forecasted change in GDP in the baseline scenario has changed since the end of 2024.

Table 15 - Forecasted Key Macroeconomic Variables

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(1) Values reflect the baseline scenario forecast inputs for each period presented, not updated for subsequent actual amounts.

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

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, the impacts of U.S.

trade policies including tariffs, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes.

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

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The most significant risk profiles the Company maintains at December 31, 2025 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio.

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

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

The business banking risk profile addresses a modest upward trend in default rates resulting from the current interest rate environment and inflationary impacts on business banking customers.

The office portfolio risk profile addresses concerns relating to the current interest rate environment, upcoming maturities, falling property values, and uncertainty about demand for office space.

2025 Form 10-K 73

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

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

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

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

For further information, including the ALLL and AULC activity by portfolio segment, refer to Note 6 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements.

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

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

Table 16 - Allocation of Allowance for Credit Losses

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RV and marine 136 5 4 150 7 5

150 7 5 148 7 5

Other consumer 135 5 1 112 5 1

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At December 31, 2025, the ACL was $2.7 billion, or 1.83%, of total loans and leases, compared to $2.4 billion, or 1.88%, at December 31, 2024.

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

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

The increase in the ACL was driven by loan and lease growth throughout 2025, in addition to an increase recorded for loans acquired in the Veritex transaction, partially offset by a reduction in the ACL coverage ratio .

The reduction in the ACL coverage ratio at December 31, 2025, compared to December 31, 2024, was due in part to the addition of Veritex loans, which were initially recognized at fair value, an d changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

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

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

2024 Form 10-K 69

The following table reflects NCO detail.

Table 15 - Net Loan and Lease Charge-offs

Table 17 - Net Charge-off Analysis

Year Ended December 31,

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Total consumer 0.29 0.28 0.22

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

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

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

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

Net charge-offs as a % of average loans and leases

0.23 % 0.30 % 0.23 %

2025 Form 10-K 75

NCOs were 0.23% of average loans and leases in 2025, down from 0.30% in 2024, largely due to net recoveries on commercial real estate loans.

NCOs for commercial loans and leases were lower, with net charge-offs of 0.19% in 2025, compared to 0.31% in 2024, driven by lower commercial real estate NCOs.

Consumer net charge-offs were modestly higher, with net charge-offs of 0.29% in 2025, compared to 0.28% in 2024, driven by an increase in the automobile loan portfolio.

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

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

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

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

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

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

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

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In measuring the financial risks associated with interest rate sensitivity in our balance sheet, we compare a set of alternative interest rate scenarios to the results of a base case scenario derived using market forward rates.

The market forward rates reflect the market consensus regarding the future level and slope of the yield curve across a range of tenor points.

The market forward rates reflect the general market consensus regarding the future level and slope of the yield curve across a range of tenor points.

The standard set of interest rate scenarios includes two types:

1 unchanged sentence

In both shock and ramp scenarios with falling rates, we presume that market rates will not go below 0%.

The scenarios are inclusive of all executed interest rate risk hedging activities.

The scenarios include all executed interest rate risk hedging activities.

Forward-starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon.

A key driver of our interest rate risk profile is our interest-bearing deposit repricing sensitivity assumptions to changes in interest rates, otherwise known as deposit beta.

A key driver of our interest rate risk profile is our assumption of interest-bearing deposit repricing sensitivity to changes in interest rates, otherwise known as deposit beta.

In addition, our interest expense is impacted by the composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits.

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

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

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

Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) through the fourth quarter of 2025 was 35%.

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

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net interest income at risk (NII at Risk) and economic value of equity at risk modeling sensitivity analysis (EVE at Risk).

NII at Risk is used by management to measure the risk and impact to earnings over the next 12 months, using a variety of interest rate scenarios.

The NII at Risk results included in the table below reflect the analysis used monthly by management.

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

NII at Risk is used by management to measure the risk and impact to earnings over the next 12 months, using a wide range of interest rate scenarios, including instantaneous and gradual, as well as parallel and non-parallel, changes in interest rates.

The NII at Risk results included in the table below present select gradual “ramp” -200, -100, +100, and +200 basis point parallel shift scenarios, implied by the forward yield curve over the next 12 months.

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Table 18 - Net Interest Income at Risk

December 31, 2024 December 31, 2023

Federal Funds Rate (1) Federal Funds Rate (1)

Basis point change scenario Starting Point (2) Month 12 (3) NII at Risk (%) Starting Point (2) Month 12 (3) NII at Risk (%)

At December 31, 2025 At December 31, 2024

Federal Funds Rate

Basis point change scenario Starting Point

NII at Risk (%) Starting Point

NII at Risk (%)

+200 3.75 5.25 2.5 4.50 6.00 2.0

3 unchanged sentences

-200 3.75 1.25 -1.9 4.50 2.00 -1.3

(1) Represents the upper bound.

(2) Represents the spot federal funds rate.

(1) Represents the federal funds rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.

The NII at Risk shows that the balance sheet is asset-sensitive at both December 31, 2025 and December 31, 2024.

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

2024 Form 10-K 71

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

The EVE results included in the table below reflect the analysis used monthly by management.

It models immediate -200, -100, +100 and +200 basis point parallel “shock” scenarios from the yield curve term points at the specific point in time that EVE sensitivity is measured.

The primary drivers to the change in sensitivity during 2025 are current and projected balance sheet composition over the simulation horizon and market rates.

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

The EVE results included in the table below present select immediate -200, -100, +100 and +200 basis point parallel “shock” scenarios from the yield curve term points at the specific point in time that EVE sensitivity is measured.

Table 19 - Economic Value of Equity at Risk

1 unchanged sentence

Basis point change scenario -200 -100 +100 +200

December 31, 2024 5.9 4.3 -5.8 -12.6

December 31, 2023 0.1 1.6 -3.8 -8.8

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

At December 31, 2025 0.3 1.7 -3.5 -8.3

At December 31, 2024 5.9 4.3 -5.8 -12.6

The change in sensitivity from December 31, 2024 was driven primarily by market rates and changes to actual balance sheet composition.

Use of Derivatives to Manage Interest Rate Risk

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Table 20 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates.

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

These positions are used to protect the fair value of asset and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index.

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

These positions are used to protect the fair value of assets and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index.

The positions are also used to hedge the variability in cash flows attributable to the contractually specified interest rate by converting the variable-rate index into a fixed rate.

1 unchanged sentence

For further information, including the notional amount and fair values of these derivatives, refer to Note 20 - “ Derivative Financial Instruments ” of the Notes to Consolidated Financial Statements.

72 Huntington Bancshares Incorporated

2025 Form 10-K 77

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

1 unchanged sentence

Notional Value Weighted-Average Maturity (years)

Value Weighted-Average Fixed Rate Weighted-Average Reset Rate

Weighted-Average Fixed Rate

(dollar amounts in millions)

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Receive Fixed - Pay SOFR 10,599 2.97 (22) 3.51

Receive Fixed - Pay SOFR - forward starting (3) 4,075 4.60 (56) 3.64 —

Purchased floor spreads (4)

Purchased Floor Spread - SOFR 6,750 1.06 30 2.80 / 3.87

Purchased Floor Spread - SOFR forward-starting (3) 3,200 3.49 $ 51 2.83 / 3.83

Basis swaps (5)

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

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

Basis swaps (5)

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(1) Amounts include interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method.

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

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

(2) Forward starting swaps effective starting from February 2026 to October 2027.

(3) Forward starting swaps and forward-starting floor spreads effective starting from January 2026 to December 2026.

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

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

Weighted average fixed fate column represents pay rate reset.

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

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

Weighted-average fixed rate column represents pay rate reset.

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

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

Use of Derivatives to Manage Credit Risk

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

2024 Form 10-K 73

78 Huntington Bancshares Incorporated

(This section should be read in conjunction with Note 7 - “ Mortgage Loan Sales and Servicing Rights ” of Notes to Consolidated Financial Statements.)

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

We also employ hedging strategies to reduce the risk of MSR fair value changes or impairment.

We also employ hedging strategies to reduce the risk of MSR fair value changes.

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

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

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

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

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The goal of liquidity management is to ensure adequate, stable, reliable, and cost-effective sources of funds to satisfy changes in loan and lease demand, unexpected levels of deposit withdrawals, investment opportunities, and other contractual obligations.

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

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

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

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

The Board receives and reviews information on at least a semi-annual basis to ensure Huntington is operating in accordance with its established risk tolerance.

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

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

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

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

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

74 Huntington Bancshares Incorporated

2025 Form 10-K 79

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

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Total deposits were $176.6 billion at December 31, 2025, compared to $162.4 billion at December 31, 2024.

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

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

The $14.2 billion, or 9%, increase in total deposits during 2025, inclusive of $10.5 billion of deposits acquired in the Veritex acquisition, was primarily driven by increases in interest-bearing demand and money market deposits.

Certain higher cost Veritex deposits were allowed to run-off following the acquisition.

Total deposits included $5.9 billion of brokered deposits primarily consisting of brokered money market and time deposit balances at December 31, 2025, compared to $7.0 billion at December 31, 2024.

The level of brokered deposits was below our established liquidity risk metric limits at December 31, 2025.

80 Huntington Bancshares Incorporated

Insured deposits comprised approximately 70% of our total deposits at December 31, 2025, compared to 69% at December 31, 2024.

2024 Form 10-K 75

The following table presents a summary of deposits.

The composition of our deposits is presented in the table below.

Table 21 - Deposit Composition

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time deposits in excess of insurance limit $ 911 $ 906 $ 204 $ 71 $ 2,092

2025 Form 10-K 81

Wholesale Funding

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

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

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

Our wholesale funding totaled $24.4 billion at December 31, 2025, compared to $23.6 billion at December 31, 2024.

The increase from the prior year end was primarily due to a $1.1 billion increase in short-term borrowings, driven by an increase in short-term FHLB borrowings, and a $847 million increase in long-term debt, partially offset by a decrease of $1.1 billion in brokered deposits.

The increase in long-term debt was driven by the issuance of $1.5 billion of senior bank notes and $830 million of CLN transactions completed during 2025, partially offset by maturities and repayments.

The following table presents additional information on our short-term borrowings.

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

(dollar amounts in millions) Amount

Weighted-average rate

At December 31:

Securities sold under agreements to repurchase $ 22 1.74 % $ 142 2.54 %

FHLB advances 1,000 3.97 — —

Other borrowings 239 5.39 57 2.25

Average for the years ended December 31:

Securities sold under agreements to repurchase $ 310 2.70 % $ 446 3.94 %

FHLB advances 184 4.21 79 5.32

Other borrowings 721 4.70 622 7.54

Maximum month-end balance for the years ended December 31:

Securities sold under agreements to repurchase $ 157 $ 763

FHLB advances 1,000 1,000

Other borrowings 1,005 1,685

Cash and Cash Equivalents and Securities

Cash and cash equivalents were $13.5 billion and $12.8 billion at December 31, 2025 and December 31, 2024, respectively.

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

The $648 million increase in cash and cash equivalents during 2025 was primarily due to an increase in interest-earning deposits at the FRB to support short-term liquidity.

Our investment securities portfolio is evaluated under established ALCO objectives.

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Total investment securities were $41.5 billion at December 31, 2025, compared to $43.7 billion at December 31, 2024.

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

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

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

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

The $2.2 billion decrease in securities compared to December 31, 2024, was largely driven by maturing investment securities not being reinvested, partially offset by an improvement in unrealized losses on AFS securities.

At December 31, 2025, the duration of the investment securities portfolio, net of hedging, was 4.2 years.

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

At December 31, 2025, investment securities with a market value of $11.7 billion were unpledged.

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Treasury, federal agency, and other agency securities 3.99 3.96 1.94 2.84 3.04

4.93 3.92 2.06 2.55 3.03

Municipal securities 6.35 5.18 4.60 5.00 5.13

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Held-to-maturity securities:

4.63 % 3.93 % — % — % 4.01 %

Treasury 4.09 % 3.96 % — % — % 3.99 %

Federal agencies:

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Other agencies 2.43 2.70 2.54 — 2.53

Total federal agencies and other agencies

Treasury, federal agency, and other agency securities

4.07 3.94 2.04 2.52 2.74

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At December 31, 2025, customer deposits funded 76% of total assets (114% of total loans).

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

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

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

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

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

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

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

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

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

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

2025 Form 10-K 83

A summary of the Bank’s selected contingent liquidity sources is presented in the following table.

Table 24 - Selected Contingent Liquidity Sources

(dollar amounts in millions) At December 31, 2025 At December 31, 2024

Unused secured borrowing capacity:

FRB $ 71,296 $ 70,020

FHLB 16,212 15,524

Unpledged investment securities (at market value) 11,743 5,786

Interest-earning deposits held at FRB 11,712 11,162

Selected contingent liquidity sources

$ 110,963 $ 102,492

As of December 31, 2025, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Parent Company Liquidity

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The dividend is payable on April 1, 2026, to shareholders of record on March 18, 2026.

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

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

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

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

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

Additionally, on January 21, 2026, our Board of Directors declared quarterly Series B, F, G, H, J, and K preferred stock dividends payable on April 15, 2026 to shareholders of record on April 1, 2026, and on December 8, 2025, declared a quarterly dividend for the Series I Preferred Stock payable on March 2, 2026 to shareholders of record on February 15, 2026.

Further, a quarterly dividend for the Series L Preferred Stock, newly created in conjunction with the Cadence acquisition on February 1, 2026, is payable on February 20, 2026 to shareholders of record of the former Cadence Series A Preferred Stock on January 30, 2026.

Current quarterly dividend declarations are expected to total approximately $284 million.

During 2025, the Bank paid common and preferred dividends to the parent company of $750 million and $45 million, respectively.

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

To support the parent company’s ability to issue debt or equity securities, we have filed with the SEC an automatic shelf registration statement covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by the Huntington’s Board of Directors.

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

Off-Balance Sheet Arrangements

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

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

As of December 31, 2025, we believe the Company has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Credit Ratings

Credit ratings represent evaluations by rating agencies based on a number of factors, including financial strength and the ability to generate earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry, the economy, and changes in rating methodologies.

Credit ratings are subject to change at any time.

Our credit ratings impact our availability and cost of financing, as well as collateral requirements for certain derivative instruments and deposit products.

A downgrade to our credit ratings could adversely affect our access to capital, increase our cost of funds, or trigger additional collateral or funding requirements.

84 Huntington Bancshares Incorporated

The following table presents our credit rating and rating agency outlooks.

Table 25 - Credit Ratings and Outlook

At December 31, 2025

Moody’s Standard & Poor’s Fitch DBRS Morningstar

Huntington Bancshares Incorporated

Senior unsecured notes

Baa1 BBB+ A- A

Subordinated notes

Baa1 BBB BBB+ A (low)

Commercial paper

NR NR F1 R-1 (low)

Ratings outlook

Negative Stable Stable Positive

The Huntington National Bank

Senior unsecured notes

A3 A- A- A (high)

Long-term deposits

A1 NR (1) A A (high)

Short-term deposits

P-1 NR (1) F1 R-1 (middle)

Ratings outlook

Negative Stable Stable Positive

NR - Not Rated

(1) Standard & Poor’s does not provide a depositor rating.

The Bank’s issuer credit rating is A-.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual obligations and commitments that could impact our liquidity and capital resources.

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

COMMITMENTS TO EXTEND CREDIT

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See Note 22 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements for more information.

78 Huntington Bancshares Incorporated

COMMITMENTS TO SELL LOANS

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See Note 22 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements for more information.

2025 Form 10-K 85

CONTRACTUAL OBLIGATIONS

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

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

See Note 11 - “ Borrowings ”, Note 10 - “ Operating Leases ”, Note 22 - “ Commitments and Contingent Liabilities ”, Note 21 - “ Variable Interest Entities ”, and Note 17 - “ Benefit Plans ” of the Notes to Consolidated Financial Statements for more information.

Operational Risk

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

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

The responsibilities of these committees, among other duties, include establishing and maintaining management information systems to monitor material risks and to identify potential concerns, risks, or trends that may have a significant impact and ensuring that recommendations are developed to address the identified issues.

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

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

2024 Form 10-K 79

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

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

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

86 Huntington Bancshares Incorporated

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

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These broad-based laws, rules, and regulations include, but are not limited to, expectations relating to anti-money laundering, lending limits, client privacy, fair lending, prohibitions against unfair, deceptive, or abusive acts or practices, protections for military members as they enter active duty, and community reinvestment.

The volume and complexity of recent regulatory changes have increased our overall compliance risk.

As such, we utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations.

We utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations.

Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy.

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Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite to support the Bank's operations, absorb unanticipated losses and declines in asset values, and provide protection to uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing appropriate returns to our shareholders.

Both regulatory capital and shareholders’ equity are managed at the Bank and on a consolidated basis.

We have an active program for managing capital and maintain a comprehensive process for assessing the Company’s overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions.

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

We manage regulatory capital and shareholders’ equity at the Bank and on a consolidated basis.

We have an active program for managing capital, and we maintain a comprehensive process for assessing our overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions.

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

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

80 Huntington Bancshares Incorporated

2025 Form 10-K 87

Table 26 - Capital Under Current Regulatory Standards

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CET1 risk-based capital ratio:

Total shareholders’ equity $ 19,740 $ 19,353

Total Huntington shareholders’ equity

$ 24,342 $ 19,740

Regulatory capital adjustments:

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Tier 1 leverage ratio 9.3 8.6

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

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

(1) Huntington elected to temporarily delay certain effects of CECL on regulatory capital pursuant to a rule that allowed BHCs and banks to delay the impact of CECL adoption for two years, followed by a three-year transition period which began January 1, 2022.

As of December 31, 2025, the impact of the CECL deferral was fully phased, while 75% of the impact of the CECL deferral was phased in as of December 31, 2024.

Table 27 - Capital Adequacy—Non-Regulatory (Non-GAAP)

2 unchanged sentences

Consolidated capital calculations:

Total shareholders’ equity $ 19,740 $ 19,353

Total Huntington shareholders’ equity

$ 24,342 $ 19,740

Goodwill and other intangible assets (6,142) (5,657)

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See Non-GAAP Financial Measures in the Additional Disclosures section.

2024 Form 10-K 81

88 Huntington Bancshares Incorporated

The following table presents certain regulatory capital data at the consolidated and Bank level.

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(dollar amounts in millions) 2025 2024

Total risk-weighted assets Consolidated $ 143,650 $ 138,706

Bank 143,128 138,462

CET1 risk-based capital Consolidated 15,127 14,212

Bank 16,540 14,671

Tier 1 risk-based capital Consolidated 17,126 16,616

Bank 17,746 15,879

Tier 2 risk-based capital Consolidated 3,439 3,042

Bank 2,494 2,247

Total risk-based capital Consolidated 20,565 19,657

Bank 20,240 18,126

CET1 risk-based capital ratio Consolidated 10.5 % 10.2 %

Bank 11.6 10.6

Tier 1 risk-based capital ratio Consolidated 11.9 12.0

Bank 12.4 11.5

Total risk-based capital ratio Consolidated 14.3 14.2

Bank 14.1 13.1

Tier 1 leverage ratio Consolidated 8.6 9.3

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

Consolidated:

CET1 risk-based capital ratio 10.4 % 10.5 %

Tier 1 risk-based capital ratio 12.0 11.9

Total risk-based capital ratio 14.2 14.3

Tier 1 leverage ratio 9.3 8.6

CET1 risk-based capital $ 17,286 $ 15,127

Tier 1 risk-based capital 20,027 17,126

Total risk-based capital 23,593 20,565

Total risk-weighted assets 166,684 143,650

CET1 risk-based capital ratio 11.7 % 11.6 %

Tier 1 risk-based capital ratio 12.4 12.4

Total risk-based capital ratio 14.0 14.1

Tier 1 leverage ratio 9.6 8.9

CET1 risk-based capital $ 19,426 $ 16,540

Tier 1 risk-based capital 20,626 17,746

Total risk-based capital 23,165 20,240

Total risk-weighted assets 165,701 143,128

(1) 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 the impact of CECL adoption for two years, followed by a three-year transition period which began January 1, 2022.

As of December 31, 2025, the impact of the CECL deferral was fully phased in, while 75% of the impact of the CECL deferral was phased in as of December 31, 2024.

At December 31, 2025, Huntington and the Bank maintained capital ratios in excess of the well-capitalized standards established by the Federal Reserve.

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

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

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

The CLN transactions involved an original aggregate reference pool of approximately $8 billion of on-balance sheet prime indirect auto loans as part of the company's capital optimization strategy, with the transactions reducing the risk-weighting on the reference pool of assets by approximately 75%.

Our consolidated CET1 risk-based capital ratio decreased modestly to 10.4% at December 31, 2025, compared to 10.5% at December 31, 2024, as an increase in risk-weighted assets and the impact of the CECL transition adjustment was partially offset by current period earnings, net of dividends.

The Bank CET1 risk-based capital ratio increased to 11.7% at December 31, 2025, compared to 11.6% at December 31, 2024, driven by bank net income, partially offset by dividends paid to the parent and an increase in risk-weighted assets.

The increase in risk-weighted assets was primarily driven by loan growth, partially offset by the impact of two CLN transactions and the securities repositioning completed during 2025.

We are authorized to make capital distributions that are consistent with the requirements in the Federal Reserve’s capital rule, including the SCB requirement.

Our SCB requirement is 2.5%.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends.

We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share repurchases.

Other potential sources of shareholders’ equity include issuances of common and preferred stock.

Our objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities.

Shareholders’ equity totaled $19.7 billion at December 31, 2024, an increase of $387 million, or 2%, when compared with December 31, 2023.

The increase was primarily driven by earnings, net of dividends, partially offset by the $405 million redemption of Series E preferred stock, and changes in accumulated other comprehensive loss driven by changes in interest rates.

82 Huntington Bancshares Incorporated

Shareholders’ equity totaled $24.3 billion at December 31, 2025, an increase of $4.6 billion, or 23%, when compared with December 31, 2024.

The increase was primarily driven by the equity issued in the Veritex acquisition, earnings, net of dividends, an improvement in accumulated other comprehensive income driven by changes in interest rates, and the issuance of $741 million of perpetual preferred stock during 2025.

2025 Form 10-K 89

Share Repurchases

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Although we announce when our Board authorizes share repurchases, we typically do not give any public notice before we repurchase our shares.

Future stock repurchases may be private or open-market repurchases, including block transactions, accelerated or delayed block transactions, forward transactions, and similar transactions.

Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations.

Huntington did not have any share repurchases during 2024 or 2023.

As part of our 2024 capital plan and our

current expectation that organic capital will be used for funding loan and lease growth and increase overall capital levels, we do not expect to have share repurchases through 2025.

On April 16, 2025, our Board approved the repurchase of up to $1.0 billion of common shares.

The repurchase authorization does not have an expiration date and may include open market repurchases, privately negotiated transactions, and accelerated share repurchase programs, and is subject to the Federal Reserve’s capital regulations.

The timing of repurchases will be discretionary and depend on several factors, including the macroeconomic and interest rate environment, and the pace of loan growth.

No shares have been repurchased under the current repurchase authorization.

Additionally, there were no share repurchases during 2024 or 2023.

BUSINESS SEGMENT DISCUSSION

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Consumer & Regional Banking and Commercial Banking.

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

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

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

Business segment results are determined based on our management practices, which assign balance sheet and income statement items to each of the business segments.

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

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The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost.

2024 Form 10-K 83

90 Huntington Bancshares Incorporated

Net Income (Loss) by Business Segment

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Total trust assets (in billions)—eop 55.7 198.7 (143.0) (72) 172.2

Consumer & Regional Banking reported net income of $1.5 billion in 2024, an increase of $197 million, or 15%, compared to the year-ago period.

Segment net interest income increased $353 million, or 9%, primarily due to a $3.8 billion, or 6%, increase in average loans and leases and an 18 basis point increase in NIM.

The provision for credit losses increased $38 million, or 15%, driven by a combination of current year loan and lease growth and increased charge off activity, largely offset by a modest reduction in overall coverage ratios.

Noninterest income increased $44 million, or 4%, primarily due to increases in wealth and asset management revenue, reflecting higher assets under management, payments and cash management revenue, reflecting higher card transaction revenue, customer deposit and loan fees, and mortgage banking income, partially offset by a $57 million gain on the sale of our RPS business recognized during 2023.

Noninterest expense increased $109 million, or 4%, driven by an increase in corporate allocations.

84 Huntington Bancshares Incorporated

Consumer & Regional Banking reported net income of $1.5 billion in 2025, a decrease of $50 million, or 3%, compared to the year-ago period.

Segment net interest income increased $57 million, or 1%, primarily due to a $5.2 billion, or 8%, increase in average loans and leases, which includes the loans acquired in the Veritex acquisition.

The provision for credit losses increased $25 million, or 9%, driven by a combination of current year loan and lease growth and increased charge-off activity.

Noninterest income increased $123 million, or 9%, mostly due to increased wealth and asset management revenue, payments and cash management revenue due to increased merchant acquiring and card transaction revenue, and a gain on the sale of a portion of the trust and custody business that also reduced total trust assets.

Noninterest expense increased $219 million, or 7%, primarily due to the allocation of higher indirect expenses in addition to higher direct personnel costs.

2025 Form 10-K 91

Commercial Banking

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Commercial Banking reported net income of $1.1 billion in 2025, a decrease of $28 million, or 2%, compared to the year-ago period.

Segment net interest income decreased $39 million, or 2%, primarily due to an 8 basis point decrease in NIM driven by higher deposit rates and a $310 million decrease in average loans and leases, partially offset by a $2.6 billion, or 7%, increase in average deposits.

The provision for credit losses decreased $20 million due to a modest reduction in coverage ratio in the commercial portfolio, reflecting the current macroeconomic environment, partially offset by an increase in charge-off activity in 2024.

Noninterest income increased $70 million, or 11%, primarily due to increases in capital markets and advisory fees, commitment and other loan fees, and payment and cash management fees, partially offset by a decrease in leasing revenue.

Noninterest expense increased $84 million, or 7%, primarily due to increased personnel expense reflecting higher incentive compensation due to increased capital markets and advisory fees, investment in industry verticals, and new teams related to expansion across new geographies.

Segment net interest income increased $27 million, or 1%, driven by a $6.9 billion, or 13%, increase in average loans and leases, which includes the loans acquired in the Veritex acquisition, and a $7.0 billion, or 18%, increase in average deposits, which includes the deposits acquired in the Veritex acquisition.

This was partially offset by a 33 basis point decrease in NIM driven by the lower rate environment.

The provision for credit losses increased $18 million, or 13%, due primarily to loan and lease growth, partially offset by lower net charge-offs and a lower ACL coverage ratio.

Noninterest income increased $45 million, or 6%, primarily due to increases in customer deposit and loan fees, capital markets and advisory fees, and payments and cash management revenue.

Noninterest expense increased $92 million, or 8%, primarily due to an increase in allocated overhead expense.

Treasury / Other

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Assets include investment securities and bank owned life insurance.

2024 Form 10-K 85

Net interest income includes the impact of administering our investment securities portfolios, the net impact of derivatives used to hedge interest rate sensitivity, as well as the financial impact associated with our FTP methodology, as described above.

92 Huntington Bancshares Incorporated

Net interest income includes the impact of administering our investment securities portfolios, the net impact of derivatives used to hedge interest rate sensitivity, and the financial impact associated with our FTP methodology, as described above.

Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses.

Noninterest expense includes certain corporate administrative, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments.

Noninterest expense includes certain corporate administrative expenses, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments.

The provision for income taxes for the business segments is calculated at a statutory 21% tax rate, although our overall effective tax rate is lower.

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(dollar amounts in millions unless otherwise noted) 2025 2024 Amount Percent 2023

Net interest income $ (848) $ (440) $ (408) (93) % $ 253

Noninterest income 23 18 5 28 42

Net interest loss

$ (286) $ (848) $ 562 66 % $ (440)

Noninterest income (loss)

(10) 23 (33) (143) 18

Noninterest expense:

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313 171 142 83 376

(Loss) income before income taxes

Loss before income taxes

(609) (996) 387 39 (798)

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(233) (271) 38 14 (255)

Income attributable to non-controlling interest — — — — 1

Net (loss) income attributable to Huntington

Net loss attributable to Huntington

$ (376) $ (725) $ 349 48 % $ (543)

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Total average assets $ 58,746 $ 57,587 $ 1,159 2 $ 52,410

Treasury / Other reported a net loss of $725 million in 2024, an increase in net loss of $182 million, compared to the year-ago period, driven by a decrease in net interest income, partially offset by a decrease in noninterest expense.

Net interest income decreased $408 million primarily due to a higher cost of funds and the impact from derivatives.

Noninterest expense decreased $205 million primarily due to an increase in corporate allocations.

Treasury / Other reported a net loss of $376 million in 2025, compared to a net loss of $725 million in the year-ago period.

The decrease in net loss was primarily due to lower net interest loss, partially offset by acquisition-related expenses recognized, lower noninterest income, and a decrease in benefit for income taxes.

Net interest loss decreased $562 million primarily due to the net impact of FTP credits assigned to each business segment and hedging.

Noninterest expense increased $142 million primarily due to acquisition-related expenses recognized in the current year.

The benefit for income taxes decreased $38 million primarily due to a decrease in pre-tax loss, partially offset by a reduction in the Company’s effective tax rate as a result of the remeasurement of deferred tax assets for change in certain state tax laws which were enacted in the second quarter of 2025.

ADDITIONAL DISCLOSURES

Forward-Looking Statements

This report, including MD&A, contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties.

This Annual Report on Form 10-K, including MD&A, contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, estimates, and uncertainties that are beyond the control of Huntington.

Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.

Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.

Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.

The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

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While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

changes in general economic, political, or industry conditions;

2025 Form 10-K 93

changes in general economic, political, regulatory, or industry conditions;

deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets;

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the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition;

the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;

potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;

unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss;

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fiscal and monetary policy, including the interest rate policies of the Federal Reserve;

volatility and disruptions in global capital and credit markets;

volatility and disruptions in global capital, foreign exchange, and credit markets;

movements in interest rates;

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success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy;

introduction of new competitive products, such as stablecoins, and new competitors such as financial technology companies and other “nontraditional” bank competitors;

changes in policies and standards for regulatory review of bank mergers;

the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB;

the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Act and the Basel III regulatory capital reforms, as well as those involving the SEC, the OCC, the Federal Reserve, the FDIC, the CFPB, and state-level regulators;

the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business;

and other factors that may affect the future results of Huntington.

All forward-looking statements speak only as of the date they are made and are based on information available at that time.

Huntington does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.

Forward-looking statements speak only as of the date they are made and are based on information available at that time.

Huntington does not assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.

If Huntington updates one or more forward-looking statements, no inference should be drawn that Huntington will make additional updates with respect to those or other forward-looking statements.

As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Non-GAAP Financial Measures

This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding our results of operations or financial position.

Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

This document contains GAAP financial measures and non-GAAP financial measures, including FTE net interest income and FTE total revenue, where management believes it to be helpful in understanding our results of operations or financial position.

Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in Table 1 in this report.

Fully-Taxable Equivalent Basis

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We encourage readers to consider the Consolidated Financial Statements and other financial information contained in this Form 10-K in their entirety, and not to rely on any single financial measure.

2024 Form 10-K 87

94 Huntington Bancshares Incorporated

Non-Regulatory Capital Ratios

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These ratios are not defined in GAAP or federal banking regulations.

As a result, these non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.

As a result, non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.

Because there are no standardized definitions for non-regulatory capital ratios, the Company’s calculation methods may differ from those used by other financial services companies.

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As a result, management uses a probability-weighted approach that incorporates a baseline, an adverse, and a more favorable economic scenario when formulating the quantitative estimate.

88 Huntington Bancshares Incorporated

To illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario.

This scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence, growing concerns about the impact of potential tariffs reducing consumer and business sentiment, and deepening fiscal disputes in Congress causing further sentiment decline.

Concerns about the banking industry also impact consumer confidence, causing banks to tighten lending standards.

Increased geopolitical tensions between China and Taiwan briefly impact the supply chain for semiconductors and the threat of a wider conflict causes consumer confidence to fall.

Additionally, the Russian invasion of Ukraine lasts longer than in the baseline scenario and concerns increase around the current conflict in the Middle East leading to a broader war in the region.

The combination of still elevated interest rates, political tensions, and tightening lending standards cause the stock market to fall.

The economy falls into a recession in the first quarter of 2025.

In response to the recession, the Federal Reserve cuts the federal funds rate more aggressively with rates significantly below the baseline forecast starting in the first quarter of 2025.

Under this scenario, as an example, the unemployment rate increases from baseline levels and remains elevated for a prolonged period.

The rate in this adverse scenario is projected at 8.2% at the end of 2025, approximately 4.1% higher than the baseline scenario projection.

2025 Form 10-K 95

To illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario reflecting an amount of stress in excess of current expectations.

This scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence more than expected.

In this scenario, the impact of tariffs and immigration policy on the economy is significantly worse than expected, causing inflation to increase.

Increased geopolitical tensions heighten the risk that China might block the Taiwan strait, limiting the supply chain for semiconductors and raising fears of a broader conflict.

Additionally, concerns grow that the Russian invasion of Ukraine lasts longer than in the baseline scenario and that the Middle East conflict will widen.

The combination of tariffs, rising inflation, political tensions, still elevated interest rates, and reduced credit availability causes the economy to fall into a recession in the first quarter of 2026.

Under this scenario, as an example, the unemployment rate increases significantly from baseline levels and remains elevated for a prolonged period.

The unemployment rate in this adverse scenario is projected to peak at 8.4% in the first quarter of 2027, approximately 360 basis points higher than the baseline scenario projection of 4.8% at the end of 2026.

In addition, GDP is significantly lower in the adverse scenario, with a projected decline of 1.2% for the full year of 2026, compared to growth of 2.0% in the baseline scenario.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at December 31, 2025, management calculated the difference between our quantitative ACL and this 100% adverse scenario.

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If the credit quality of our customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, our net income and capital could be materially adversely affected which, in turn, could have a material adverse effect on our financial condition and results of operations.

The extent to which the geopolitical instability and risks of elevated interest rates for longer will continue to negatively impact our businesses, financial condition, liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

2024 Form 10-K 89

The acquisition method of accounting requires that assets and liabilities acquired in a business combination are recorded at fair value as of the acquisition date.

The valuation of assets and liabilities often involves estimates based on third party valuations or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective.

This typically results in goodwill, the amount by which the cost of net assets acquired in a business combination exceeds their fair value, which is subject to impairment testing at least annually.

The extent to which the geopolitical instability and risks of elevated interest rates will continue to negatively impact our businesses, financial condition, liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision.

For more information, see Note 5 - “Loans and Leases” and Note 6 - “Allowance For Credit Losses” of the Notes to Consolidated Financial Statements.

96 Huntington Bancshares Incorporated

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination as of the acquisition date.

The valuation of assets acquired and liabilities assumed in a business combination often involves estimates based on third-party valuations or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective.

Goodwill is assigned to our reporting units and is subject to impairment testing at least annually.

At December 31, 2025, goodwill totaled $6.0 billion, with $3.9 billion and $2.1 billion assigned to our Consumer & Regional Banking and Commercial Banking reporting units, respectively.

Management reviews the goodwill of each reporting unit for impairment on an annual basis as of October 1 or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value.

Based on our annual impairment analysis of goodwill as of October 1, 2024, it was determined that the fair value of each reporting unit was in excess of its respective carrying value as of October 1, 2024;

For our annual impairment review, management performs a quantitative test of each of our reporting units using a weighted income and market-based approach.

The income approach utilizes a discounted cash flow analysis for each reporting unit considering several inputs and assumptions for revenues and expenses, and the market-based approach utilizes comparable public company information.

The process of evaluating the fair value of a reporting unit is subjective, involving management assumptions, estimates, and forecasts.

Based on our annual impairment analysis of goodwill as of October 1, 2025, it was determined that the fair value of each reporting unit was in excess of its respective carrying value as of that date;

therefore, goodwill is considered not impaired.

Huntington additionally performs sensitivity analyses around discount rate assumptions utilized in order to assess the reasonableness of the rates, and the resulting estimated fair values.

As of October 1, 2024, a 100 basis point increase in discount rates would reduce estimated entity level fair value by approximately $3 billion and would not result in any goodwill impairment.

The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions.

Therefore, Huntington performs additional sensitivity analyses around the discount rate and other assumptions utilized in order to assess the reasonableness of the rates and the resulting estimated fair values.

This sensitivity analysis, which included a 100-basis point increase in discount rates, as well as other assumptions being negatively impacted, indicated that the estimated fair values of Huntington’s reporting units would not fall below their carrying value, and therefore, would not result in goodwill impairment.

Subsequent to the completion of our annual impairment test, we completed the acquisition of Veritex, which resulted in the recognition of additional goodwill of $450 million.

Because this goodwill arose after our annual testing date, it was not included in the annual impairment analysis performed as of October 1, 2025.

However, the addition of Veritex did not change our conclusion with respect to goodwill impairment and no triggering event occurred through the end of the year that required a reassessment of goodwill.

The goodwill recognized in connection with the acquisition has been assigned to our reporting units based on our assessment of how the acquired business will be integrated and how its operations will be managed.

For more information, see Note 8 - “Goodwill and Other Intangible Assets” to the Notes to the Consolidated Financial Statements.

Recent Accounting Pronouncements and Developments

Note 2 - “ Accounting Standards Update ” of the Notes to Consolidated Financial Statements discusses new accounting pronouncements adopted during 2024 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted.

Note 2 - “ Accounting Standards Update ” of the Notes to Consolidated Financial Statements discusses new accounting pronouncements adopted during 2025 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted, if applicable.

To the extent the adoption of new accounting standards materially affects financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to Consolidated Financial Statements.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis