What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 557 added, 386 removed, 2233 unchanged (30% of the section changed)

1 unchanged sentence

Information required by this item is set forth in the Reports of Independent Registered Public Accounting Firm (PCAOB ID 238 ), Consolidated Financial Statements and Notes to Consolidated Financial Statements , which is incorporated by reference into this item.

90 Huntington Bancshares Incorporated

2025 Form 10-K 97

REPORT OF MANAGEMENT’S EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

2 unchanged sentences

In all material respects, they reflect the substance of transactions that should be included based on informed judgments, estimates, and currently available information.

Management maintains a system of internal accounting controls, which includes the careful selection and training of qualified personnel, appropriate segregation of responsibilities, communication of written policies and procedures, and a broad program of internal audits.

Management maintains a system of internal accounting controls that includes the careful selection and training of qualified personnel, appropriate segregation of responsibilities, communication of written policies and procedures, and a broad program of internal audits.

The costs of the controls are balanced against the expected benefits.

8 unchanged sentences

Based on that assessment, Management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria.

As permitted by guidance issued by the Office of the Chief Accountant of the SEC, companies may exclude controls of an acquired business from their assessment of internal control over financial reporting for a period not to extend more than one year beyond the date of the acquisition.

Management’s assessment of the effectiveness of Huntington’s internal control over financial reporting as of December 31, 2025 did not include the internal controls of Veritex Holdings, Inc.

and its subsidiaries (“Veritex”), which Huntington acquired on October 20, 2025.

The financial results of Veritex are included in Huntington’s consolidated financial statements since the date of acquisition.

As of and for the year ended December 31, 2025, Veritex's assets and revenues represented approximately 5% and 1% of Huntington’s consolidated assets and revenues, respectively.

Business Combinations" for further discussion of the Veritex acquisition and its impact on Huntington’s consolidated financial statements.

The Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on the next page.

Steinour – Chairman, President, and Chief Executive Officer

Zachary Wasserman – Senior Executive Vice President and Chief Financial Officer

Chairman, President, and Chief Executive Officer

Zachary Wasserman

Senior Executive Vice President and Chief Financial Officer

February 13, 2026

2024 Form 10-K 91

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

98 Huntington Bancshares Incorporated

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Huntington Bancshares Incorporated

Opinions on the Financial Statements and Internal Control over Financial Reporting

16 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

92 Huntington Bancshares Incorporated

As described in the accompanying Report of Management's Assessment of Internal Control over Financial Reporting, management has excluded Veritex Holdings, Inc.

and its subsidiaries (“Veritex”) from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Veritex from our audit of internal control over financial reporting.

Veritex’s total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting

2025 Form 10-K 99

includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

18 unchanged sentences

We have served as the Company’s auditor since 2015.

2024 Form 10-K 93

100 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Balance Sheets

48 unchanged sentences

Preferred shares outstanding 885,000 877,500

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

(1) Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $ 669 million, $ 431 million, $ 600 million, and $ 152 million, respectively, at December 31, 2025, and $ 1.1 billion, $ 264 million, $ 1.0 billion, and $ 109 million, respectively, at December 31, 2024.

See Note 21 - “ Variable Interest Entities ” for additional information.

See Notes to Consolidated Financial Statements

94 Huntington Bancshares Incorporated

2025 Form 10-K 101

Huntington Bancshares Incorporated

24 unchanged sentences

Mortgage banking income 141 130 109

Leasing revenue 79 112 126

Insurance income 81 77 74

Leasing revenue 66 79 112

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

7 unchanged sentences

Net occupancy 232 221 246

Professional services 155 99 99

Marketing 127 116 115

Deposit and other insurance expense 65 114 302

Professional services 99 99 77

Amortization of intangibles 46 47 50

16 unchanged sentences

See Notes to Consolidated Financial Statements

2024 Form 10-K 95

102 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income

3 unchanged sentences

$ 2,211 $ 1,940 $ 1,951

Other comprehensive (loss) income, net of tax:

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

Other comprehensive income (loss), net of tax:

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

627 ( 271 ) 154

3 unchanged sentences

29 ( 9 ) ( 3 )

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

958 ( 190 ) 422

Comprehensive income (loss) attributable to Huntington

Comprehensive income attributable to Huntington

3,169 1,750 2,373

Comprehensive income attributed to non-controlling interest 18 20 20

Comprehensive income (loss)

Comprehensive income

$ 3,187 $ 1,770 $ 2,393

See Notes to Consolidated Financial Statements

96 Huntington Bancshares Incorporated

2025 Form 10-K 103

Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity

Preferred Stock Common Stock AOCI Huntington Non-

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

Amount Shares Amount Surplus Shares Amount Earnings Equity

Interest Equity

Preferred Stock Common Stock AOCI Huntington Shareholders’ Equity

Non-controlling Interest

(dollar amounts in millions, except per share data, share amounts in thousands) Capital Surplus

Treasury Stock Retained Earnings

Amount Shares Amount Shares Amount

Year Ended December 31, 2025

1 unchanged sentence

Net income 2,211 2,211 18 2,229

Other comprehensive loss, net of tax

( 190 ) ( 190 ) ( 190 )

Redemption of preferred stock

( 405 ) — ( 5 ) ( 410 ) ( 410 )

Other comprehensive income, net of tax

Veritex acquisition:

Issuance of common stock 106,995 1 1,658 1,659 1,659

Conversion of equity awards 1,043 — 16 16 16

Net proceeds from issuance of Series K Preferred Stock

Cash dividends declared:

9 unchanged sentences

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

Other comprehensive income, net of tax

Net proceeds from issuance of Series J Preferred Stock

Repurchase of preferred stock

Other comprehensive loss, net of tax

( 190 ) ( 190 ) ( 190 )

Redemption of preferred stock

( 405 ) — ( 5 ) ( 410 ) ( 410 )

Cash dividends declared:

9 unchanged sentences

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

Other comprehensive loss, net of tax

Other comprehensive income, net of tax

Net proceeds from issuance of Series J Preferred Stock

Repurchase of preferred stock

( 90 ) — 8 ( 82 ) ( 82 )

8 unchanged sentences

See Notes to Consolidated Financial Statements

2024 Form 10-K 97

104 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows

5 unchanged sentences

Provision for credit losses 463 420 402

Depreciation and amortization 622 798 484

Depreciation, amortization, and accretion 762 622 798

Share-based compensation expense 113 106 97

Deferred income tax (benefit) provision

( 26 ) ( 302 ) 319

Deferred income tax benefit ( 403 ) ( 26 ) ( 302 )

Net losses (gains) on sales of securities 58 — —

Gain from early extinguishment of debt ( 11 ) ( 8 ) —

Net change in:

2 unchanged sentences

Other assets ( 825 ) ( 761 ) ( 491 )

Short-term borrowings 117 21 —

Other liabilities 230 ( 344 ) 341

3 unchanged sentences

Change in interest-earning deposits with banks 297 ( 254 ) 23

( 254 ) 23 332

Net cash paid in business acquisition

Proceeds from:

9 unchanged sentences

Principal payments received under direct finance leases 1,856 1,769 1,891

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

Net loan and lease activity, excluding sales and purchases ( 12,850 ) ( 10,025 ) ( 5,108 )

Purchases of premises and equipment ( 267 ) ( 143 ) ( 140 )

Purchases of loans and leases ( 981 ) ( 680 ) ( 71 )

Net accrued income and other receivables activity ( 332 ) ( 474 ) ( 17 )

Net cash and cash equivalents received from business combinations 864 — —

Other, net 81 87 88

3 unchanged sentences

Increase in deposits 3,646 11,218 3,316

(Decrease) increase in short-term borrowings

( 782 ) ( 1,295 ) 2,161

Increase (decrease) in short-term borrowings 785 ( 803 ) ( 1,295 )

Net proceeds from issuance of long-term debt 2,500 7,661 14,965

Maturity/redemption of long-term debt ( 3,563 ) ( 12,376 ) ( 8,017 )

Repayment of long-term debt ( 2,053 ) ( 3,563 ) ( 12,376 )

Dividends paid on preferred stock ( 108 ) ( 143 ) ( 134 )

1 unchanged sentence

Repurchase/redemption of preferred stock — ( 410 ) ( 82 )

( 410 ) ( 82 ) —

Net proceeds from issuance of preferred stock 741 — 317

5 unchanged sentences

Cash and cash equivalents at end of period (1) $ 13,495 $ 12,847 $ 10,129

2025 Form 10-K 105

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows (continued)

Year Ended December 31,

2 unchanged sentences

Interest paid $ 4,267 $ 4,547 $ 3,359

Income taxes paid (refunded)

123 90 ( 109 )

Income taxes paid

Non-cash activities:

1 unchanged sentence

Loans transferred to portfolio from held-for-sale 23 34 22

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

Business combination:

Fair value of tangible assets acquired 11,057 — —

Goodwill and other intangible assets 555 — —

Fair value of liabilities assumed 10,792 — —

Common stock and equity-based awards issued 1,682 — —

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

See Notes to Consolidated Financial Statements

2024 Form 10-K 99

106 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Notes to Consolidated Financial Statements

27 unchanged sentences

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

100 Huntington Bancshares Incorporated

2025 Form 10-K 107

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

10 unchanged sentences

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

Loans acquired in a business combination are recognized on the acquisition date at their estimated fair value based on expected future cash flows discounted at a market-based rate of interest and inclusive of adjustments for credit risk, interest rate risk, liquidity, and other factors.

Acquired loans that have experienced more-than-insignificant deterioration in credit quality since origination are classified as PCD loans.

An ACL is established for the initial estimate of expected credit losses on PCD loans as of the acquisition date and recorded through a gross-up adjustment to the loan’s amortized cost basis.

In addition, Huntington adopted ASU 2025-08 as of October 1, 2025, whereby non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an ACL also established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans’ amortized cost basis.

“ Busines s Combinations ” for additional information on loans acquired in a business combination.

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

11 unchanged sentences

The fair value option is generally elected for mortgage loans originated with the intent to sell.

108 Huntington Bancshares Incorporated

Nonaccrual and Past Due Loans — Loans are considered past due when the contractual amounts due with respect to principal and interest are not received within 30 days of the contractual due date.

1 unchanged sentence

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

2024 Form 10-K 101

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

25 unchanged sentences

The contractual terms of financial assets are adjusted for expected prepayments and any extensions outside of Huntington’s control.

2025 Form 10-K 109

The ACL is measured on a collective basis when similar risk characteristics exist.

3 unchanged sentences

Huntington has identified its portfolio classes as disclosed in Note 5 - “ Loans and Leases .”

102 Huntington Bancshares Incorporated

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

24 unchanged sentences

Residential mortgages are charged-off to the estimated fair value of the collateral at 150 -days past due.

110 Huntington Bancshares Incorporated

Collateral — Huntington pledges assets as collateral as required for various transactions, including security repurchase agreements, public deposits, loan notes, derivative financial instruments, short-term borrowings, and long-term borrowings.

2 unchanged sentences

Collateral received is excluded from the Consolidated Balance Sheets.

2024 Form 10-K 103

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

23 unchanged sentences

dollar functional currency entities (net investment hedge).

2025 Form 10-K 111

Changes in the fair value of a derivative that has been designated and qualifies as a fair value hedge, along with the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings.

2 unchanged sentences

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

104 Huntington Bancshares Incorporated

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

10 unchanged sentences

Fair Value Measurements — The Company records or discloses certain of its assets and liabilities at fair value.

Additionally, the Company will utilize fair value for recording certain assets acquired in a business combination as well as assessing certain assets for impairment.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

5 unchanged sentences

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

112 Huntington Bancshares Incorporated

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

2 unchanged sentences

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

2024 Form 10-K 105

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

16 unchanged sentences

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

2025 Form 10-K 113

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

2 unchanged sentences

When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved.

Generally, the variability relating to the consideration is explicitly stated in the contracts, but may also arise from Huntington’s customer business practices, for example, waiving certain fees related to customer’s deposit accounts.

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

106 Huntington Bancshares Incorporated

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

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

16 unchanged sentences

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

2024 Form 10-K 107

114 Huntington Bancshares Incorporated

ACCOUNTING STANDARDS UPDATE

1 unchanged sentence

Standard Summary of guidance Effects on financial statements

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

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

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

• Requires that the election be made on a tax-credit-program-by-tax-credit-program basis.

• Receipt of tax credits must be accounted for using the flow through method.

• Requires that a liability be recorded for delayed equity contributions.

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

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

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

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

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

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

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

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

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

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

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

Accounting standards yet to be adopted

Standard Summary of guidance Effects on financial statements

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

Improvements to Income Tax Disclosures • Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria.

• The amount of net income taxes paid for federal, state, and foreign taxes, as well as the amount paid to any jurisdiction that net taxes exceed a 5% quantitative threshold.

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

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

• Early adoption is permitted in any annual period where financial statements have not yet been issued.

• The amendments should be applied on a prospective basis but retrospective application is permitted.

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

• Requires disclosure of the amount of net income taxes paid for federal, state, and foreign taxes, including amounts in each jurisdiction where net taxes paid are equal to or greater than a 5% quantitative threshold.

• Requires disclosure of pre-tax income disaggregated between domestic and foreign tax jurisdictions, as well as income tax expense disaggregated by federal, state, and foreign jurisdictions.

• Effective for fiscal years beginning after December 15, 2024, with the first disclosure additions included in this Annual Report on Form 10-K for the year ended December 31, 2025.

• The amendments have been applied on a retrospective basis.

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

• See Note 18 - “Income Taxes” for additional disclosure information.

ASU 2025-08 - Financial Instruments—Credit Losses (Topic 326):

Purchased Loans

• Expands the population of acquired financial assets accounted for subject to the gross-up approach to include acquired loans (excluding credit cards) which are deemed “purchased seasoned loans” and accounted for using the gross-up approach upon acquisition if certain criteria are met.

• Requires recognition of an allowance for credit losses at acquisition for purchased seasoned loans similar to recognition for purchased financial assets with credit deterioration.

• Effective for interim and annual reporting periods beginning after December 15, 2026.

• The amendments should be applied on a prospective basis, with early adoption permitted in an interim or annual reporting period in which financial statements have not yet been issued.

• Huntington elected to early adopt ASU 2025-08 as of October 1, 2025.

Accounting standards yet to be adopted

Standard Summary of guidance Effects on financial statements

ASU 2025-09 - Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements

• More closely aligns hedge accounting with the economics of an entity’s risk management activities.

• Allows grouping of forecasted transactions with similar risk exposure.

• Enables hedging of variable price components of forecasted purchases or sales of nonfinancial assets.

• Introduces a model for hedging interest payments on debt instruments with multiple rate options and allows a borrower to select a documented interest rate index and/or tenor without automatically discontinuing hedge accounting.

• Removes the requirement for net written option test in certain compound derivative hedges.

• Effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted on any date on or after issuance of the ASU.

• The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption.

• In the period of adoption, an entity must disclose the nature of, and reason for, the change in accounting principle and the method of applying the change.

• Huntington is in the process of evaluating the impact of this ASU on its consolidated financial statements.

2025 Form 10-K 115

BUSINESS COMBINATIONS

Veritex Acquisition

On October 20, 2025, Huntington completed its previously announced acquisition of Veritex Holdings, Inc.

(“Veritex”), a bank holding company headquartered in Dallas, Texas, pursuant to the Agreement and Plan of Merger dated July 13, 2025 (“Veritex Merger Agreement”).

Upon completion of the acquisition, Veritex merged with and into Huntington, with Huntington as the surviving company, immediately followed by the merger of Veritex’s wholly owned subsidiary bank, Veritex Community Bank, with and into Huntington’s wholly owned subsidiary bank, Huntington National Bank, with Huntington National Bank as the surviving bank.

Under the terms of the agreement, Huntington issued 1.95 shares of its common stock for each outstanding share of Veritex common stock (“Veritex Merger Consideration”), in a 100% stock transaction, with cash paid in lieu of fractional shares.

In addition, each holder of an outstanding Veritex stock option received cash equal to the per-share value of the Veritex Merger Consideration over the per-share exercise price, while any Veritex stock option with a per-share exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration, and each outstanding restricted stock unit representing a right to receive Veritex common stock was converted into a restricted stock unit representing a right to receive Huntington’s common stock as adjusted by the 1.95 exchange ratio.

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 based on the closing price of the Company’s common stock on October 17, 2025.

The acquisition of Veritex constituted a business combination in accordance with ASC Topic 805, Business Combinations.

Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the acquisition date.

The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change.

Fair value estimates related to the assets and liabilities from Veritex are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available.

The purchase consideration allocation is considered preliminary as certain estimates related to the assets acquired and liabilities assumed are subject to continuing refinement.

Valuations subject to refinement include, but are not limited to, loans, certain deposits, certain other assets, and the core deposit intangible asset.

116 Huntington Bancshares Incorporated

Preliminary Allocation of Purchase Consideration

The following table provides the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed from Veritex as of October 20, 2025.

(dollar amounts in millions) Fair Value

Purchase consideration

Fair value of common stock issued $ 1,659

Fair value of equity-based awards

Total consideration $ 1,684

Assets acquired

Cash and due from banks $ 19

Interest-earning deposits with banks 943

Available-for-sale securities 1,274

Other securities 76

Loans held for sale 83

Loans and leases 9,300

Allowance for loan and lease losses ( 143 )

Net loans and leases

Bank owned life insurance 87

Premises and equipment 135

Servicing rights and other intangible assets 105

Other assets 147

Total assets acquired $ 12,026

Liabilities assumed

Deposits $ 10,516

Long-term debt 159

Other liabilities 117

Total liabilities assumed $ 10,792

Preliminary fair value of net assets acquired $ 1,234

Preliminary goodwill $ 450

In connection with the acquisition, Huntington recorded preliminary goodwill of $ 450 million, none of which is anticipated to be deductible for tax purposes.

The preliminary goodwill is primarily attributable to expected synergies, operational efficiencies, and other factors to arise from the transaction.

Information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 8 - “ Goodwill and Other Intangible Assets ” of the Notes to Consolidated Financial Statements.

The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed.

Cash and due from banks and interest-earning deposits with banks:

The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets.

Fair values for securities were based on quoted market prices, where available.

If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market.

In the absence of observable inputs, fair value was estimated based on pricing models and/or discounted cash flow methodologies.

2025 Form 10-K 117

Loans and leases:

Fair values for loans and leases were based on a discounted cash flow methodology that considered factors including the type of loan and lease and related collateral, classification status, fixed or variable interest rate, term, amortization status and current discount rates.

Loans and leases were grouped together according to similar characteristics when applying various valuation techniques.

The discount rates used for loans and leases were based on current market rates for new originations of comparable loans and leases and include adjustments for liquidity.

The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows.

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD.

For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ALLL on the date of acquisition using the same methodology as other loans and leases held-for-investment.

In addition, Huntington adopted ASU 2025-08 as of October 1, 2025.

Accordingly, the initial estimate of expected credit losses recognized in the ALLL included both PCD and non-PCD loans which were deemed purchased seasoned loans.

The following table includes the fair value and unpaid principal balance of the acquired loans and leases.

(dollar amounts in millions) Unpaid principal balance

Premium/(discount)

Loans and leases

Allowance for loan losses

Net loans and leases

Non-PCD loans

$ 7,310 $ ( 32 ) $ 7,278 $ ( 72 ) $ 7,206

2,027 ( 5 ) 2,022 ( 71 ) 1,951

$ 9,337 $ ( 37 ) $ 9,300 $ ( 143 ) $ 9,157

Huntington recorded a CDI of $ 95 million as of the acquisition date, which represents the low cost of funding acquired core deposits provide relative to the Company’s marginal cost of funds.

The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits.

The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received.

The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date.

The fair values for time deposits were estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

Pro Forma Financial Information (Unaudited)

Huntington's operating results for the year ended December 31, 2025 include the operating results of the acquired assets and assumed liabilities of Veritex subsequent to the acquisition on October 20, 2025.

Due to the streamlining and integration of the operating activities into those of Huntington post-acquisition, historical reporting for the former Veritex operations is impracticable, and thus disclosures of the revenue from the assets acquired and income before income taxes are impracticable for the period subsequent to acquisition.

118 Huntington Bancshares Incorporated

The following table presents unaudited pro forma combined information as if the acquisition of Veritex had occurred on January 1, 2024 under the “Unaudited Pro Forma Combined Results” columns.

The pro forma adjustments give effect to any change in interest income due to the accretion of the net discount associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits and long-term debt, and the amortization of the CDI that would have resulted had the deposits been acquired as of January 1, 2024.

Pro forma combined results for the year ended December 31, 2025 include $ 125 million of Huntington acquisition-related expenses attributable to the Veritex acquisition, which primarily included, but were not limited to, severance costs, professional services, and data processing fees.

Pro forma combined results also include adjustments for the elimination of Veritex’s intangible amortization expense and related income tax effects.

The pro forma information does not necessarily reflect the results of operations that would have occurred had Huntington acquired Veritex on January 1, 2024.

Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma combined amounts.

Unaudited Pro Forma Combined Results

For Year Ended December 31,

(dollar amounts in millions) 2025

Net interest income $ 6,316 $ 5,721

Noninterest income 2,222 2,085

Net income attributable to Huntington

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, pursuant to the Agreement and Plan of Merger dated October 26, 2025 (“Cadence Merger Agreement”).

Upon completion of the acquisition, Cadence merged with and into Huntington National Bank, Huntington’s wholly owned subsidiary bank, with Huntington National Bank as the surviving bank.

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

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

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

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

The merger will be accounted for under ASC 805 as a business combination.

Due to the recent closing of the merger, the initial accounting for the business combination, including the purchase price allocation, is incomplete and is expected to be completed in the first quarter of 2026.

2025 Form 10-K 119

INVESTMENT SECURITIES AND OTHER SECURITIES

Debt securities purchased in which Huntington has the intent and ability to hold to their maturity are classified as held-to-maturity securities.

Debt securities are classified as held-to-maturity when Huntington has the intent and ability to hold the securities to their maturity .

All other debt and equity securities are classified as either available-for-sale or other securities.

7 unchanged sentences

Residential MBS 11,031 3 ( 1,365 ) 9,669

11,988 — ( 1,971 ) 10,017

Residential CMO 5,496 9 ( 308 ) 5,197

3,778 1 ( 434 ) 3,345

Commercial MBS 2,488 — ( 657 ) 1,831

3 unchanged sentences

Corporate debt 193 — ( 15 ) 178

1,157 — ( 102 ) 1,055

Asset-backed securities 229 — ( 8 ) 221

Private-label CMO 105 — ( 7 ) 98

119 — ( 10 ) 109

Other securities/sovereign debt 10 — — 10

1 unchanged sentence

Held-to-maturity securities:

$ 2,045 $ — $ ( 22 ) $ 2,023

Treasury $ 2,349 $ 19 $ — $ 2,368

Federal agencies:

Residential MBS 7,718 1 ( 941 ) 6,778

8,533 ( 1,336 ) 7,197

Residential CMO 3,865 5 ( 520 ) 3,350

4,309 3 ( 691 ) 3,621

Commercial MBS 1,278 — ( 184 ) 1,094

Other agencies 47 — ( 2 ) 45

Total federal agency and other agency securities 16,367 3 ( 2,285 ) 14,085

Treasury, federal agency, and other agency securities

15,257 25 ( 1,647 ) 13,635

Municipal securities 1 — — 1

13 unchanged sentences

The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

2024 Form 10-K 109

120 Huntington Bancshares Incorporated

(dollar amounts in millions) Amortized

5 unchanged sentences

Residential MBS 11,988 — ( 1,971 ) 10,017

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

Residential CMO 3,778 1 ( 434 ) 3,345

3,592 — ( 408 ) 3,184

Commercial MBS 2,519 — ( 767 ) 1,752

3 unchanged sentences

Corporate debt 1,157 — ( 102 ) 1,055

2,202 79 ( 238 ) 2,043

Asset-backed securities 330 — ( 19 ) 311

Private-label CMO 119 — ( 10 ) 109

131 — ( 12 ) 119

Other securities/sovereign debt 10 — — 10

1 unchanged sentence

Held-to-maturity securities:

Treasury $ 2,045 $ — $ ( 22 ) $ 2,023

Federal agencies:

Residential MBS 8,533 — ( 1,336 ) 7,197

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

Residential CMO 4,309 3 ( 691 ) 3,621

4,770 6 ( 664 ) 4,112

Commercial MBS 1,407 — ( 231 ) 1,176

Other agencies 73 — ( 5 ) 68

Total federal agency and other agency securities 15,748 7 ( 2,039 ) 13,716

Treasury, federal agency, and other agency securities

16,367 3 ( 2,285 ) 14,085

Municipal securities 1 — — 1

13 unchanged sentences

The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

110 Huntington Bancshares Incorporated

2025 Form 10-K 121

The following table provides the amortized cost and fair value of securities by contractual maturity.

53 unchanged sentences

Total temporarily impaired held-to-maturity securities $ 48 $ — $ 11,079 $ ( 1,647 ) $ 11,127 $ ( 1,647 )

2024 Form 10-K 111

122 Huntington Bancshares Incorporated

Less than 12 Months Over 12 Months Total

5 unchanged sentences

Available-for-sale securities:

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

Federal agencies:

5 unchanged sentences

Other agencies 21 — 69 ( 5 ) 90 ( 5 )

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

Treasury, federal agency, and other agency securities 3,692 ( 49 ) 14,299 ( 3,171 ) 17,991 ( 3,220 )

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

6 unchanged sentences

Held-to-maturity securities:

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

Federal agencies:

5 unchanged sentences

Other agencies — — 69 ( 5 ) 69 ( 5 )

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

Treasury, federal agency, and other agency securities 1,843 ( 25 ) 11,494 ( 2,260 ) 13,337 ( 2,285 )

Municipal securities — — 1 — 1 —

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

At December 31, 2025 and December 31, 2024, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S.

Treasury demand notes, security repurchase agreements and to support borrowing capacity totaled $ 37.7 billion and $ 35.1 billion, respectively.

Treasury demand notes, and security repurchase agreements, and to support borrowing capacity, totaled $ 29.7 billion and $ 37.7 billion, respectively.

There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either December 31, 2025 or December 31, 2024.

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

At December 31, 2025, substantially all HTM debt securities were comprised of securities issued by government-sponsored entities or explicitly guaranteed by the U.S.

In addition, there were no HTM debt securities considered past due at December 31, 2025.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2025, Huntington has concluded that, except for one municipal bond classified as an AFS debt security for which $ 2 million of write-downs were recognized during 2024, it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio.

Huntington recognized a $ 3 million recovery during the first quarter of 2025 related to one AFS municipal security that had previously been written down.

There was no allowance related to securities as of December 31, 2025 or December 31, 2024.

112 Huntington Bancshares Incorporated

2025 Form 10-K 123

LOANS AND LEASES

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The aggregate amount of these loan and lease adjustments was a net discount of $ 815 million and $ 468 million at December 31, 2025 and 2024, respectively.

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

(2) The total amount of accrued interest recorded for loans and leases at December 31, 2025 was $ 358 million and $ 253 million of commercial and consumer loan and lease portfolios, respectively and at December 31, 2024, was $ 316 million and $ 235 million of commercial and consumer loan and lease portfolios, respectively.

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

11 unchanged sentences

The future lease rental payments due from customers on direct financing leases at December 31, 2025, totaled $ 5.4 billion and were due as follows:

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

$ 1.2 billion in 2026, $ 1.1 billion in 2027, $ 1.0 billion in 2028, $ 901 million in 2029, $ 623 million in 2030, and $ 636 million thereafter.

Interest income recognized for these types of leases was $ 365 million, $ 336 million, and $ 287 million for the years 2025, 2024, and 2023, respectively.

2024 Form 10-K 113

124 Huntington Bancshares Incorporated

Nonaccrual and Past Due Loans and Leases

The following table presents NALs by class.

The following table presents NALs by loan class.

At December 31, 2025 At December 31, 2024

12 unchanged sentences

The total amount of interest recorded to interest income for NAL loans was $ 35 million, $ 26 million, and $ 21 million in 2025, 2024, and 2023, respectively.

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

The following table presents an aging analysis of loans and leases, by class.

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

26 unchanged sentences

government agencies.

114 Huntington Bancshares Incorporated

2025 Form 10-K 125

Credit Quality Indicators

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• Pass - Higher quality loans that do not fit any of the other categories described below.

• OLEM - The credit risk may be relatively minor yet represents a risk given certain specific circumstances.

• OLEM - Loans that have potential weaknesses that may be relatively minor yet represent a credit risk given certain specific circumstances.

If the potential weaknesses are not monitored or mitigated, the loan may weaken or the collateral may be inadequate to protect Huntington’s position in the future.

For these reasons, Huntington considers the loans to be potential problem loans.

• Substandard - Inadequately protected loans resulting from the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan.

• Substandard - Loans that are inadequately protected by the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan.

These loans have identified weaknesses that could hinder normal repayment or collection of the debt.

It is likely Huntington will sustain some loss if any identified weaknesses are not mitigated.

• Doubtful - Loans that have all of the weaknesses inherent in those loans classified as Substandard, with the added elements of the full collection of the loan is improbable and that the possibility of loss is high.

• Doubtful - Loans that have all of the weaknesses inherent in those loans classified as Substandard, with the added elements that the full collection of the loan is improbable and that the possibility of loss is high.

Loans are generally assigned a category of “Pass” rating upon initial approval and subsequently updated as appropriate based on the borrower’s financial performance.

1 unchanged sentence

Commercial loans categorized as Substandard or Doubtful are both considered Classified loans.

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

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

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

The higher the credit bureau score, the higher likelihood of repayment and therefore, an indicator of higher credit quality.

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

Higher FICO scores generally indicate a greater likelihood of repayment, and therefore, higher credit quality.

Huntington utilizes the most recent FICO scores, which are obtained from the national credit bureaus and refreshed at least quarterly.

Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics.

The classifications described above, and also presented in the table below, represent one of those characteristics that are closely monitored in the overall credit risk management processes.

2024 Form 10-K 115

126 Huntington Bancshares Incorporated

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

50 unchanged sentences

Total Other consumer $ 574 $ 278 $ 89 $ 38 $ 15 $ 57 $ 1,170 $ 21 $ 2,242

116 Huntington Bancshares Incorporated

2025 Form 10-K 127

At December 31, 2024

6 unchanged sentences

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

Doubtful — — 2 — — — 36 — 38

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

40 unchanged sentences

Total Other consumer $ 478 $ 162 $ 74 $ 32 $ 13 $ 59 $ 938 $ 15 $ 1,771

2024 Form 10-K 117

128 Huntington Bancshares Incorporated

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

40 unchanged sentences

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

118 Huntington Bancshares Incorporated

2025 Form 10-K 129

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

4 unchanged sentences

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

Commercial loan modifications – Our strategy involving commercial borrowers generally includes working with these borrowers to allow them time to improve their financial position and remain a Huntington customer through restructuring their notes or to restructure elsewhere if necessary.

Commercial loan modifications – Our strategy involving commercial borrowers generally includes working with these borrowers to allow them time to improve their financial position and remain Huntington customers through restructuring their notes or restructuring elsewhere if necessary.

Borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty.

7 unchanged sentences

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

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

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

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

2024 Form 10-K 119

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

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

Loans to borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual loans.

130 Huntington Bancshares Incorporated

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

19 unchanged sentences

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

Year Ended December 31, 2023

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

Commercial real estate 2 151 — 4 157 1.26

Residential mortgage — 58 2 4 64 0.27

Automobile — 14 — 1 15 0.12

Home equity — 2 — 10 12 0.12

RV and marine — 1 — — 1 0.02

Other consumer 1 — — — 1 0.07

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

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

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

The following table summarizes the weighted-average financial effects of loan modifications made to borrowers experiencing financial difficulty.

Interest Rate Reduction (1)

9 unchanged sentences

Residential mortgage 6.8

Year Ended December 31, 2023

Commercial and industrial

8.62 % 8.05 % 1.0

Commercial real estate

13.42 8.75 1.0

Residential mortgage

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

120 Huntington Bancshares Incorporated

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

2025 Form 10-K 131

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

Loans are considered to be in payment default at 90 or more days past due.

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

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

(dollar amounts in millions) 30-59

20 unchanged sentences

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

At December 31, 2023

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

Commercial real estate — — 5 5 152 157

Residential mortgage 9 8 11 28 36 64

Automobile 2 1 — 3 12 15

Home equity 1 1 1 3 9 12

RV and marine — — — — 1 1

Other consumer — — — — 1 1

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

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

Pledged Loans and Leases

1 unchanged sentence

As of December 31, 2025 and 2024, loans and leases totaling $ 114.2 billion and $ 105.4 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

2024 Form 10-K 121

132 Huntington Bancshares Incorporated

ALLOWANCE FOR CREDIT LOSSES

6 unchanged sentences

Provision for loan and lease losses 261 205 466

Allowance on PCD loans and leases at acquisition 70 1 71

Allowance on purchased seasoned loans and leases at acquisition

ALLL balance, end of period $ 1,731 $ 806 $ 2,537

1 unchanged sentence

Provision (benefit) for unfunded lending commitments ( 3 ) 3 —

Acquired unfunded lending commitments

AULC balance, end of period $ 145 $ 61 $ 206

8 unchanged sentences

Provision (benefit) for unfunded lending commitments 78 ( 21 ) 57

( 5 ) — ( 5 )

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

4 unchanged sentences

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

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

Provision for loan and lease losses

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

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

Provision for unfunded lending commitments 30 43 73

Provision (benefit) for unfunded lending commitments

( 5 ) — ( 5 )

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

1 unchanged sentence

At December 31, 2025, the ACL was $ 2.7 billion, an increase of $ 297 million from December 31, 2024.

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

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

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

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

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

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

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

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

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

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

122 Huntington Bancshares Incorporated

The increase in the total 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 modest reduction in overall coverage ratios.

The Commercial ACL was $ 1.9 billion at December 31, 2025, an increase of $ 248 million from December 31, 2024, with the increase driven by growth in commercial loans and leases of $ 17.0 billion, inclusive of $ 8.2 billion of acquisition date commercial loans and leases acquired in connection with the Veritex transaction, partially offset by a modest reduction in the commercial ACL coverage ratios.

The Consumer ACL was $ 867 million at December 31, 2025, an increase of $ 49 million from December 31, 2024, with the increase primarily due to a $ 2.6 billion increase in consumer loans, inclusive of $ 1.1 billion of acquisition date consumer loans acquired in connection with the Veritex transaction.

2025 Form 10-K 133

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.

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

20 unchanged sentences

Fair value, end of period $ 593 $ 573

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

Related loans serviced for third parties, unpaid principal balance, end of period

$ 34,407 $ 33,696

6 unchanged sentences

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

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

134 Huntington Bancshares Incorporated

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

At December 31, 2025 At December 31, 2024

5 unchanged sentences

Spread over forward interest rate swap rates 538 bps ( 14 ) ( 27 ) 568 bps ( 13 ) ( 26 )

2024 Form 10-K 123

GOODWILL AND OTHER INTANGIBLE ASSETS

1 unchanged sentence

No goodwill impairment was recorded in 2025 or 2024.

Consumer & Commercial Huntington

(dollar amounts in millions) Regional Banking Banking Consolidated

(dollar amounts in millions) Consumer & Regional Banking

Commercial Banking

Huntington Consolidated

Balance, January 1, 2024 $ 3,640 $ 1,921 $ 5,561

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

RPS sale ( 10 ) — ( 10 )

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

Veritex acquisition 229 221 450

Sale of a portion of corporate trust and custody business ( 14 ) — ( 14 )

Balance, December 31, 2025 $ 3,855 $ 2,142 $ 5,997

For additional information on the Veritex acquisition, refer to Note 3 - “ Business Combin ation s .”

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

12 unchanged sentences

(dollar amounts in millions) Amortization

2025 Form 10-K 135

PREMISES AND EQUIPMENT

13 unchanged sentences

Total depreciation and amortization of premises and equipment $ 138 $ 142 $ 167

124 Huntington Bancshares Incorporated

OPERATING LEASES

2 unchanged sentences

Many of these leases contain renewal options, most of which are not included in measurement of the right-of-use asset as they are not considered reasonably certain of exercise (i.e., Huntington does not currently have a significant economic incentive to exercise these options).

Net lease assets and liabilities are as follows.

Net lease assets and liabilities were as follows.

At December 31,

2 unchanged sentences

Lease liabilities Other liabilities 436 380

Net lease cost are as follows.

Net lease costs were as follows.

Year Ended December 31,

2 unchanged sentences

Short-term lease cost Net occupancy 1 2

Net lease cost $ 65 $ 69

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

Net lease costs

Maturities of lease liabilities at December 31, 2025 are as follows.

(dollar amounts in millions) Total

3 unchanged sentences

Total lease liabilities $ 436

Additional supplemental information related to the Company’s operating leases is as follows.

136 Huntington Bancshares Incorporated

Additional supplemental information related to the Company’s operating leases was as follows.

(dollar amounts in millions) 2025 2024

5 unchanged sentences

Weighted-average discount rate for operating leases 5.55 % 5.19 %

Borrowings with original maturities of one year or less are classified as short-term and were comprised of the following.

Short-term Borrowings

Borrowings with original maturities of one year or less are classified as short-term and were comprised as follows.

At December 31,

1 unchanged sentence

Securities sold under agreements to repurchase

FHLB advances

Other borrowings 239 57

Total short-term borrowings $ 1,261 $ 199

2024 Form 10-K 125

The carrying value of assets pledged as collateral against repurchase agreements totaled $ 40 million and $ 224 million as of December 31, 2025 and December 31, 2024, respectively.

2 unchanged sentences

No amounts have been offset against the agreements.

2025 Form 10-K 137

Long-term Debt

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

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

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

At December 31,

(dollar amounts in millions) 2024 2023

Contractual Rate

Carrying Amount Carrying Amount

(dollar amounts in millions) Maturity

Weighted Average

The Parent Company:

Senior Notes:

2.63 % Huntington Bancshares Incorporated senior notes due 2024

4.00 % Huntington Bancshares Incorporated senior notes due 2025

4.44 % Huntington Bancshares Incorporated senior notes due 2028

6.21 % Huntington Bancshares Incorporated senior notes due 2029

2.55 % Huntington Bancshares Incorporated senior notes due 2030

5.27 % Huntington Bancshares Incorporated senior notes due 2031

5.02 % Huntington Bancshares Incorporated senior notes due 2033

5.71 % Huntington Bancshares Incorporated senior notes due 2035

Subordinated Notes:

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

Huntington Capital II Trust Preferred 5.25 % junior subordinated debentures due 2028 (2)

Sky Financial Capital Trust III 5.99 % junior subordinated debentures due 2036 (3)

Sky Financial Capital Trust IV 6.25 % junior subordinated debentures due 2036 (3)

2.49 % Huntington Bancshares Incorporated subordinated notes due 2036

6.14 % Huntington Bancshares Incorporated subordinated notes due 2039

Fixed rate senior notes

2.55 % 6.21 % 5.08 % $ 5,514 $ 5,836

Fixed rate subordinated notes (1)

2.49 7.88 4.72 1,248 1,093

Floating rate junior subordinated debentures (2)(3) 2027 to 2038

4.76 8.13 5.34 262 248

Total notes issued by the Parent Company

Senior Notes:

6.59 % Huntington National Bank senior notes due 2025

4.01 % Huntington National Bank senior notes due 2025

5.70 % Huntington National Bank senior notes due 2025

4.55 % Huntington National Bank senior notes due 2028

5.65 % Huntington National Bank senior notes due 2030

Subordinated Notes:

4.60 % Huntington National Bank subordinated notes due 2025

4.27 % Huntington National Bank subordinated notes due 2026

4.13 % Huntington National Bank subordinated notes due 2029

5.50 % Huntington National Bank subordinated notes due 2030

Fixed rate senior notes

4.55 5.65 5.04 3,192 1,654

Fixed rate subordinated notes

2026 4.27 4.27 4.27 233 515

Total notes issued by the Bank

FHLB advances

4.64 % weighted average rate, varying maturities

Auto Loan Securitization Trust (4)

4.79 4,514 4,696

Credit linked notes (4)

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

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

7.19 % Huntington Preferred Capital II - Class J securities (7)

7.69 % Huntington Preferred Capital II - Class L securities (8)

5.71 1,161 821

Auto loan securitization trust (5)

2029 5.21 600 1,023

5.99 7.09 6.21 497 488

Total long-term debt $ 17,221 $ 16,374

(1) Variable effective rate at December 31, 2024, based on three-month SOFR + 0.96 %.

(2) Variable effective rate at December 31, 2024, based on three-month SOFR + 0.886 %.

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

126 Huntington Bancshares Incorporated

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

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

(1) Includes $ 126 million of subordinated notes acquired in the Veritex transaction which were redeemed in January 2026.

(2) $ 33 million of junior subordinated debentures were acquired in the Veritex transaction, of which $ 20 million were redeemed in December 2025 and the remainder in January 2026.

(3) Variable rate based on three-month SOFR plus a spread rate that ranges from 0.89 % to 4.26 %.

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

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

(7) Variable effective rate at December 31, 2024, based on three-month SOFR + 2.60 %.

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

(5) Represents secured borrowings collateralized by auto loans.

See Note 21 - “Variable Interest Entities” for additional information.

(6) Primarily consists of nonrecourse debt associated with finance leases at varying interest rates and maturities.

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

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

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

On January 28, 2026, Huntington issued $ 1.0 billion of fixed-to-floating senior notes, and $ 750 million of fixed-rate subordinated notes.

The fixed-to-floating senior notes are due January 28, 2032 and bear an initial fixed interest rate of 4.623 %.

Commencing January 28, 2031, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 99 basis points.

The fixed-rate subordinated notes are due January 28, 2041 and bear interest at 5.605 %.

138 Huntington Bancshares Incorporated

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

Huntington has elected the fair value option for these notes.

2 unchanged sentences

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

At December 31, 2024

(dollar amounts in millions)

2 unchanged sentences

Principal Outstanding

At December 31, 2025

CLN 2024-1 due 2032 (1) 6.45 % $ 1,703 $ 210

CLN 2024-2 due 2032 (2) 5.89 2,213 272

$ 6,754 $ 817

CLN 2025-1 due 2033 (3) 5.48 2,522 302

CLN 2025-2 due 2033 (4) 5.35 3,093 367

Total $ 9,531 $ 1,151

Fair value adjustment 10

Carrying value $ 1,161

At December 31, 2024

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

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

Total $ 6,754 $ 817

Fair value adjustment 4

Carrying value $ 821

(1) Consists of multiple classes of loans.

2 unchanged sentences

One note class bears interest at a fixed rate of 5.44 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.35 % to 7.50 % (weighted average spread of 3.03 %).

(3) Consists of multiple classes of loans.

One note class bears interest at a fixed rate of 4.96 % and the remaining three note classes bear interest at SOFR plus a spread rate that ranges from 2.25 % to 7.15 % (weighted average spread of 4.34 %).

(4) Consists of multiple classes of loans.

One note class bears interest at a fixed rate of 4.84 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.20 % to 6.60 % (weighted average spread of 3.05 %).

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

(dollar amounts in millions) 2026 2027 2028 2029 2030 Thereafter Total

The Parent Company:

Senior notes $ 468 $ — $ — $ 750 $ 1,250 $ 3,550 $ 6,018

Subordinated notes — — 70 32 — 1,307 1,409

Senior notes — — — 800 — 900 1,700

Subordinated notes 130 — 239 — — 150 519

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

Auto loan securitization trust (1)

— — 349 — 678 — 1,027

Credit linked notes (1)

— — — — — 817 817

Other 28 52 139 163 99 7 488

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

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

Future debt maturities (1) $ 3,835 $ 681 $ 3,681 $ 1,949 $ 1,872 $ 5,274 $ 17,292

(1) Includes future maturities associated with auto loan securitizations and CLNs that are based on contractual maturity, however, these obligations will be reduced as the related underlying loans pay down.

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

3 unchanged sentences

OTHER COMPREHENSIVE INCOME

The components of Huntington’s OCI were as follows.

The following table summarizes the components of Huntington’s OCI.

(dollar amounts in millions) Pretax Tax (expense) benefit After-tax

Year Ended December 31, 2025

Unrealized losses on available-for-sale securities arising during the period, net of hedges $ ( 454 ) $ 107 $ ( 347 )

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

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

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

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

Net change related to cash flow hedges on loans 125 ( 29 ) 96

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

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

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

Year Ended December 31, 2023

Unrealized gains on available-for-sale securities arising during the period, net of hedges $ 749 $ ( 176 ) $ 573

17 unchanged sentences

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

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

Year Ended December 31, 2023

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

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

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

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

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

Net change related to cash flow hedges on loans 349 ( 80 ) 269

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

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

Other comprehensive income $ 548 $ ( 126 ) $ 422

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

140 Huntington Bancshares Incorporated

Activity in accumulated OCI was as follows.

(dollar amounts in millions) Unrealized losses

The following table summarizes the activity in AOCI.

(dollar amounts in millions) Unrealized gains (losses) on

available-for-sale

5 unchanged sentences

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

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

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

Period change ( 2,184 ) ( 695 ) ( 5 ) 15 ( 2,869 )

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

Other comprehensive income before reclassifications 118 125 2 — 245

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

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

Period change 154 269 2 ( 3 ) 422

1 unchanged sentence

Other comprehensive loss before reclassifications ( 347 ) ( 85 ) ( 6 ) — ( 438 )

( 347 ) ( 85 ) ( 6 ) — ( 438 )

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

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

Period change ( 271 ) 96 ( 6 ) ( 9 ) ( 190 )

December 31, 2024 ( 2,365 ) ( 267 ) ( 12 ) ( 222 ) ( 2,866 )

(1) AOCI amounts at December 31, 2024, 2023, and 2022 include $ 50 million, $ 58 million, and $ 66 million, respectively, of net unrealized losses (after-tax) on securities transferred from the available-for-sale securities portfolio to the held-to-maturity securities portfolio.

Other comprehensive income before reclassifications 573 254 8 29 864

Amounts reclassified from AOCI to earnings 54 40 — — 94

Period change 627 294 8 29 958

December 31, 2025 $ ( 1,738 ) $ 27 $ ( 4 ) $ ( 193 ) $ ( 1,908 )

(1) AOCI amounts at December 31, 2025, 2024, and 2023 include $ 44 million, $ 50 million, and $ 58 million, respectively, of net unrealized losses (after-tax) on securities previously transferred from the AFS securities portfolio to the HTM securities portfolio.

The net unrealized losses will be recognized in earnings over the remaining life of the security using the effective interest method.

5 unchanged sentences

Series B (2) 12/28/2011 35,500 Variable (3) 1/15/2017 $ 24 $ 23

Series E (4) 2/27/2018 — Variable (5) 4/15/2023 — 405

Series F (4) 5/27/2020 5,000 5.625 % 7/15/2030 494 494

3 unchanged sentences

Series J (2) 3/6/2023 325,000 6.875 4/15/2028 317 317

Series K (4) 9/11/2025 7,500 6.25 10/15/2030 741 —

Total 885,000 $ 2,731 $ 1,989

1 unchanged sentence

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

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

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

(3) Dividend rate equal to 3-month CME Term SOFR + 26 bps spread adjustment + 270 bps.

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

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

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

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

4 unchanged sentences

(amounts in millions, except per share data) Cash Dividend Declared Per Share Cash Dividend Declared Per Share Cash Dividend Declared Per Share

Preferred Series Amount ($) Amount ($) Amount ($)

Preferred Series:

Series B $ 71.57 $ 3 $ 81.10 $ 3 $ 80.28 $ 3

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

6,412.62 26 7,753.75 37

Series F 5,625.00 28 5,625.00 28 5,625.00 28

3 unchanged sentences

Series J 68.76 22 68.76 22 59.02 19

Series K (2) 2,152.78 16

Total $ 124 $ 134 $ 142

1 unchanged sentence

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

(2) Series K was issued during the third quarter of 2025.

The first dividend declaration for the Series K occurred in the fourth quarter of 2025.

EARNINGS PER SHARE

1 unchanged sentence

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

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

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

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

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

The following table shows the calculation of basic and diluted earnings per share.

Year Ended December 31,

19 unchanged sentences

Revenue is segregated based on the nature of product and services offered as part of contractual arrangements.

Certain sources of revenue are recognized within interest or fee income and are outside of the scope of the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

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

Revenue from contracts with customers within the scope of ASC 606 is broadly segregated within the following noninterest income categories:

6 unchanged sentences

• Wealth and asset management revenue primarily includes fee income generated from providing wealth and asset management services to personal, corporate, and institutional customers, including, but not limited to, fees and commissions earned from trust and investment management services, sales of annuity products, and tax reporting services.

Within the scope of ASC 606, Huntington recognizes revenue from wealth and asset management services are rendered over a period of time.

Within the scope of ASC 606, Huntington recognizes revenue from wealth and asset management services that are rendered over a period of time.

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

16 unchanged sentences

2025 Form 10-K 143

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

Year Ended December 31,

(dollar amounts in millions) 2024 2023 2022

Noninterest income

Revenue from contracts with customers

$ 1,468 $ 1,400 $ 1,318

Revenue within the scope of other GAAP topics

Total noninterest income $ 2,040 $ 1,921 $ 1,981

Revenue is recorded in the business segment responsible for the related product or service.

2 unchanged sentences

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

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

The following table presents total noninterest income disaggregated by operating segment and segregated between revenue from contracts with customers within the scope of ASC 606 and revenue within the scope of other GAAP topics.

(dollar amounts in millions) Consumer & Regional Banking

Commercial Banking Treasury / Other Huntington Consolidated

Year Ended December 31, 2024

Major Revenue Streams

Year Ended December 31, 2025

Payments and cash management revenue $ 465 $ 148 $ — $ 613

9 unchanged sentences

Year Ended December 31, 2024

Major Revenue Streams

Payments and cash management revenue $ 452 $ 115 $ — $ 567

9 unchanged sentences

Year Ended December 31, 2023

Major Revenue Streams

Payments and cash management revenue $ 433 $ 103 $ — $ 536

20 unchanged sentences

Huntington issues shares to fulfill share-based award vesting from available authorized common shares.

At December 31, 2024, Huntington believes there are adequate authorized common shares to satisfy anticipated share-based award vesting in 2025.

At December 31, 2025, Huntington believes there were adequate authorized common shares to satisfy anticipated share-based award vesting in 2026.

The following table presents total share-based compensation expense and related tax benefit.

43 unchanged sentences

Huntington’s funding policy is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than the amount deductible under the Internal Revenue Code.

There were no required minimum contributions during 2024.

There is a minimum contribution of $ 3.1 million for the 2025 plan year, which Huntington will satisfy by using the plan’s credit balance.

The following table shows the weighted-average assumptions used to determine the benefit obligation and the net periodic benefit cost.

39 unchanged sentences

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

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

At December 31, 2025 and 2024, Northern Trust, as trustee and custodian, held all Plan assets.

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

19 unchanged sentences

The investment in the limited partnerships is reported at net asset value per share as determined by the general partners of each limited partnership, based on their proportionate share of the partnership’s fair value as recorded in the partnership’s audited financial statements.

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

The investment objective of the Plan is to balance risk and return to preserve the Plan’s funded status over a long-time period, while meeting the Plan obligations.

At December 31, 2025, Plan assets had an average duration of 11.3 years on investments.

12 unchanged sentences

Dividends received on shares of Huntington stock 7 7

148 Huntington Bancshares Incorporated

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

1 unchanged sentence

(dollar amounts in millions) 2025 2024 2023

Income before income taxes

$ 2,666 $ 2,369 $ 2,353

Total income before income taxes

$ 2,688 $ 2,403 $ 2,384

Current tax provision

Federal $ 778 $ 411 $ 644

State 43 63 62

State and local 79 43 63

Foreign 5 15 8

2 unchanged sentences

Federal ( 386 ) ( 24 ) ( 291 )

State ( 2 ) ( 11 ) —

State and local ( 17 ) ( 2 ) ( 11 )

Total deferred tax (benefit) provision ( 403 ) ( 26 ) ( 302 )

Total provision for income taxes

State and local

Provision for income taxes $ 459 $ 443 $ 413

136 Huntington Bancshares Incorporated

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

3 unchanged sentences

Increases (decreases):

General business credits ( 271 ) ( 253 ) ( 164 )

Domestic federal

LIHTC credits and benefits, net of amortization ( 69 ) ( 2.6 ) ( 39 ) ( 1.6 ) ( 56 ) ( 2.3 )

Research and development credits ( 24 ) ( 0.9 ) ( 28 ) ( 1.2 ) ( 24 ) ( 1.0 )

Investment tax credits ( 37 ) ( 1.4 ) ( 20 ) ( 0.8 ) ( 30 ) ( 1.3 )

Other ( 1 ) — ( 1 ) — ( 2 ) ( 0.1 )

Nontaxable and nondeductible items, net

Tax-exempt income ( 35 ) ( 1.3 ) ( 29 ) ( 1.2 ) ( 28 ) ( 1.2 )

Capital loss — — ( 60 )

Affordable housing investment amortization, net of tax benefits 193 148 129

State income taxes, net 32 41 49

Other 7 0.3 1 — 2 0.1

Changes in valuation allowance ( 7 ) ( 0.3 ) 7 0.3 — —

Domestic state and local income taxes, net of federal effect (1) 49 1.8 32 1.3 41 1.7

Foreign jurisdictions 2 0.1 5 0.2 2 0.1

Changes in unrecognized tax benefits 10 0.4 10 0.4 7 0.3

Provision for income taxes $ 459 17.1 % $ 443 18.4 % $ 413 17.3 %

(1) In 2025, state and local income taxes in New York, Minnesota, Illinois, New York City, New Jersey, Indiana and Wisconsin comprised greater than 50% of the tax effect in this category.

In 2024, state and local income taxes in Illinois, New York, Pennsylvania, Minnesota, California, New York City, and Florida comprised greater than 50% of the tax effect in this category.

In 2023, state and local income taxes in Illinois, New York, Minnesota, California, Tennessee, Florida, Indiana, and New Jersey comprised greater than 50% of the tax effect in this category.

2025 Form 10-K 149

Income taxes paid, net of refunds received, disaggregated by federal, state, local, and foreign tax jurisdictions in which income taxes paid (net of refunds received) are equal to or greater than five percent of total income taxes paid (net of refunds received), are summarized as follows.

Year Ended December 31,

(dollar amounts in millions) 2025 2024 2023

Federal $ 182 $ 43 $ 12

State and local:

Illinois 17 10 6

New York * 11 *

New York City * 7 *

Minnesota * * 9

California * * 6

Wisconsin * * 6

New Jersey * * 5

Other 63 43 37

Total state and local 80 71 69

Total foreign 12 9 9

Total income taxes paid, net of refunds received $ 274 $ 123 $ 90

* The amount of income taxes paid, net of refunds received, during the year does not meet the five percent disaggregation threshold, and the applicable amount is included in Other for disclosure purposes.

150 Huntington Bancshares Incorporated

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

2 unchanged sentences

Deferred tax assets:

Fair value adjustments $ 848 $ 791

Allowances for credit losses $ 646 $ 559

Tax credit carryforward 561 452

Fair value adjustments 571 848

Research and development expenses 136 108

Net operating and other loss carryforward 90 101

Lease liability 107 88

Net operating and other loss carryforward 78 90

Pension and other employee benefits 75 73

Accrued expense/prepaid 2 41

Purchase accounting and other intangibles 5 82

Other assets 12 9

4 unchanged sentences

Mortgage servicing rights 121 116

Operating assets 78 96

Right-of-use asset 84 64

Securities adjustments 54 48

Operating assets 47 78

Other liabilities 25 3

4 unchanged sentences

At December 31, 2025, Huntington’s net deferred tax asset related to loss and other carryforwards was $ 639 million.

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

This was comprised of federal net operating loss carryforwards of $ 30 million, which will begin expiring in 2030, state net operating loss carryforwards of $ 34 million, which will begin expiring in 2026, a federal capital loss carryforward of $ 10 million, which will begin expiring in 2026, state capital loss carryforwards of $ 4 million, which will begin expiring in 2026, general business credits of $ 560 million, which will begin expiring in 2044, and a corporate alternative minimum tax carryforward of $ 1 million, which may be carried forward indefinitely.

The valuation allowance for deferred tax assets as of December 31, 2025 was $ 27 million, which included a federal valuation allowance of $ 2 million and a state valuation allowance of $ 25 million.

2024 Form 10-K 137

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

12 unchanged sentences

Unrecognized tax benefits at end of year $ 29 $ 19

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

2025 Form 10-K 151

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

17 unchanged sentences

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

138 Huntington Bancshares Incorporated

Available-for-sale and trading account securities

12 unchanged sentences

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

152 Huntington Bancshares Incorporated

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

7 unchanged sentences

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

2024 Form 10-K 139

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

Refer to Note 7 - “ Mortgage Loan Sales and Servicing Rights ” for information on valuation methodology.

Short-term borrowings

Short-term borrowings accounted for at fair value include debt and equity securities held by our broker dealer in its trading inventory and securities sold short as a hedging strategy for purposes of supporting client trading activities.

Level 1 fair value positions are determined by quoted market prices available in an active market for identical securities.

When quoted market prices are not available, fair values are classified as Level 2 and are determined using quoted prices for similar assets in active markets.

Long-term debt

1 unchanged sentence

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

2025 Form 10-K 153

Assets and Liabilities measured at fair value on a recurring basis

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

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

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

2 unchanged sentences

Trading account securities

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

Other trading account securities — 52 — — 52

Total trading account securities

$ — $ 63 $ — $ — $ 63

Available-for-sale securities:

Treasury securities 6,556 — — — 6,556

Treasury 4,635 — — — 4,635

Residential MBS — 9,669 — — 9,669

15 unchanged sentences

Assets held in trust for deferred compensation plans 216 — — — 216

Short-term borrowings 131 7 — — 138

Long-term debt — 1,161 — — 1,161

— 821 — — 821

Derivative liabilities — 514 5 ( 169 ) 350

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

154 Huntington Bancshares Incorporated

3 unchanged sentences

Trading account securities

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

Other trading account securities — 34 — — 34

Total trading account securities

$ 1 $ 52 $ — $ — $ 53

Available-for-sale securities:

Treasury securities 2,856 — — — 2,856

Treasury 6,556 — — — 6,556

Residential MBS — 10,017 — — 10,017

15 unchanged sentences

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

Long-term debt — 821 — — 821

Derivative liabilities — 666 2 ( 90 ) 578

6 unchanged sentences

Level 3 Fair Value Measurements

Available-for-sale securities Loans held for investment

Available-for-sale securities

(dollar amounts in millions) MSRs Derivative

1 unchanged sentence

securities Private-

securities Loans held for investment

Year Ended December 31, 2025

5 unchanged sentences

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

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

Mortgage banking income ( 4 ) 45 — — — —

2 unchanged sentences

Purchases/originations 93 — 1,196 — — —

Sales — — ( 4 ) — —

Repayments — — — — — ( 8 )

1 unchanged sentence

Closing balance $ 593 $ 3 $ 4,061 $ 19 $ 28 $ 62

Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date $ 60 $ ( 1 ) $ — $ — $ — $ —

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

Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date $ ( 4 ) $ 3 $ — $ — $ — $ —

Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period — — 53 — — —

156 Huntington Bancshares Incorporated

Level 3 Fair Value Measurements

Available-for-sale securities Loans held for investment

Available-for-sale securities

(dollar amounts in millions) MSRs Derivative

instruments Municipal

securities Private-

securities Loans held for investment

Year Ended December 31, 2024

5 unchanged sentences

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

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

Mortgage banking income 60 24 — — — —

2 unchanged sentences

Purchases/originations 54 — 1,256 — 15 —

Sales ( 1 ) — — — — —

Repayments — — — — — ( 5 )

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

Closing balance $ 573 $ 2 $ 3,954 $ 21 $ 49 $ 61

Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date $ 7 $ ( 3 ) $ — $ — $ — $ —

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

Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date $ 60 $ ( 1 ) $ — $ — $ — $ —

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

Level 3 Fair Value Measurements

Available-for-sale securities Loans held for investment

Available-for-sale securities

(dollar amounts in millions) MSRs Derivative

instruments Municipal

securities Private-

label CMO Asset-

securities Loans held for investment

Year Ended December 31, 2023

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

Transfers into Level 3 — — — — — 41

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

2 unchanged sentences

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

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

Mortgage banking income 7 25 — — — —

Other noninterest income — ( 2 ) — — — —

Included in OCI — — 73 — 1 —

Purchases/originations 63 — 928 1 — —

Repayments — — — — — ( 4 )

Sales ( 1 ) — — — — —

Settlements ( 48 ) — ( 912 ) — — —

Closing balance $ 515 $ ( 2 ) $ 3,335 $ 20 $ 75 $ 54

Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at end of the reporting date $ 114 $ ( 8 ) $ — $ — $ — $ —

Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period — — ( 257 ) — ( 1 ) —

Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date $ 7 $ ( 3 ) $ — $ — $ — $ —

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

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

11 unchanged sentences

Loans held for investment 167 179 ( 12 ) 3 4 ( 1 )

173 184 ( 11 ) 4 4 —

Long-term debt 1,161 1,151 ( 10 )

2 unchanged sentences

Loans held for investment 173 184 ( 11 ) 4 4 —

Long-term debt 821 817 ( 4 )

The following table presents the net (losses) gains from fair value changes.

1 unchanged sentence

(dollar amounts in millions) Classification 2025 2024 2023

2024 2023 2022

Loans held for sale

Mortgage banking income

$ ( 5 ) $ 10 $ ( 26 )

Loans held for sale Mortgage banking income $ 18 $ ( 5 ) $ 10

Loans held for investment Mortgage banking income ( 1 ) ( 1 ) ( 5 )

( 1 ) ( 5 ) 1

Long-term debt

Other noninterest income

Long-term debt Other noninterest income ( 6 ) ( 4 ) —

Assets and Liabilities measured at fair value on a nonrecurring basis

16 unchanged sentences

At December 31, 2025 At December 31, 2024

(dollar amounts in millions) Valuation Technique Significant Unobservable Input Range Weighted

Range Weighted

(dollar amounts in millions) Valuation Technique Significant Unobservable Input Range Weighted Average Range Weighted Average

Measured at fair value on a recurring basis:

26 unchanged sentences

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

(dollar amounts in millions) Amortized Cost Lower of Cost or Market Fair Value or

Fair Value Option

Total Carrying Amount Estimated Fair Value

(dollar amounts in millions) Amortized Cost Lower of Cost or Market Fair Value or Fair Value Option Total Carrying Amount Estimated Fair Value

At December 31, 2025

66 unchanged sentences

(2) Excludes securities without readily determinable fair values.

2025 Form 10-K 161

DERIVATIVE FINANCIAL INSTRUMENTS

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

2024 Form 10-K 147

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

12 unchanged sentences

Total contracts

$ 103,047 $ 507 $ 519 $ 95,461 $ 610 $ 668

The following table presents the amount of gain or loss recognized in income for derivatives not designated as hedging instruments under ASC Subtopic 815-10 in the Consolidated Income Statement.

Location of Gain or (Loss) Recognized in Income on Derivatives

Location of Gain (Loss) Recognized in Income on Derivatives

Amount of Gain (Loss) Recognized in Income on Derivatives

Year Ended December 31,

6 unchanged sentences

Foreign exchange contracts Capital markets and advisory fees 50 45 45

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

Commodities contracts Capital markets and advisory fees 4 5 5

Equity contracts Other noninterest income and other noninterest expense ( 11 ) ( 18 ) ( 13 )

Commodities contracts Capital markets and advisory fees 3 4 5

Credit contracts Other noninterest income ( 7 ) ( 14 ) ( 2 )

Total $ 84 $ 5 $ 31

23 unchanged sentences

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

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

The net amounts resulted in decreases to net interest income of $ 106 million for the year ended December 31, 2025, $ 231 million for the year ended December 31, 2024, and $ 248 million for the year ended December 31, 2023.

Fair Value Hedges

1 unchanged sentence

Huntington has designated $ 5.1 billion of interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method.

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

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

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

The fair value portfolio level basis adjustment on our hedged MBS portfolio has not been attributed to the individual AFS securities in our Consolidated Balance Sheets.

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

15 unchanged sentences

Long-term debt (2) 11,066 11,589 1 ( 223 )

(1) Amounts include the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method.

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

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

(1) Amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method.

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

(2) Excluded from the above table are the cumulative amounts of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $( 42 ) million at December 31, 2025 and $( 56 ) million at December 31, 2024.

Cash Flow Hedges

At December 31, 2024, Huntington had $ 23.3 billion of interest rate swaps and floors.

These are designated as cash flow hedges for variable rate commercial loans.

At December 31, 2025, Huntington had $ 28.3 billion of interest rate swaps and floors that are designated as cash flow hedges for variable-rate commercial loans.

The change in the fair value of a derivative instrument designated as a cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings.

1 unchanged sentence

The initial premium paid is amortized on a straight-line basis as a reduction to interest income over the contractual life of these contracts.

At December 31, 2024, the net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months were $ 43 million.

At December 31, 2025, the net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months totaled $ 15 million.

Derivatives used in mortgage banking activities

5 unchanged sentences

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

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

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

These derivatives were in a net asset position of $ 2 million at December 31, 2025 and $ 7 million and December 31, 2024.

At December 31, 2025 and December 31, 2024, Huntington had commitments to sell residential real estate loans of $ 1.2 billion and $ 869 million, respectively.

These contracts mature in less than one year.

4 unchanged sentences

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

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

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

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

1 unchanged sentence

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

Trading gains (losses) are included in mortgage banking income in the Consolidated Statement of Income.

Trading gains (losses) are included in mortgage banking income in the Consolidated Statements of Income.

The notional value of the derivative financial instruments, the corresponding trading assets and liabilities positions, and net trading gains (losses) related to MSR hedging activity is summarized in the following tables.

5 unchanged sentences

(dollar amounts in millions) 2025 2024 2023

Trading (losses) gains $ ( 60 ) $ ( 10 ) $ ( 109 )

Trading gains (losses) $ 5 $ ( 60 ) $ ( 10 )

Derivatives used in customer-related activities

4 unchanged sentences

The credit risk to these customers is evaluated and included in the calculation of fair value.

Foreign currency derivatives help the customer hedge risk and reduce exposure to fluctuations in exchange rates.

Transactions are primarily in liquid currencies with Canadian dollars and Euros comprising a majority of all transactions.

Commodity derivatives help the customer hedge risk and reduce exposure to fluctuations in the price of various commodities.

Hedging of energy-related products and base metals comprise the majority of these transactions.

The net fair values of these derivative financial instruments, for which the gross amounts are included in other assets or other liabilities at December 31, 2025 and December 31, 2024, were $ 58 million and $ 72 million, respectively.

4 unchanged sentences

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

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

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

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

5 unchanged sentences

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

2024 Form 10-K 151

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

5 unchanged sentences

however, collateral is generally not exchanged with customer counterparties.

2025 Form 10-K 165

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

29 unchanged sentences

At December 31, 2024 668 ( 90 ) 578 ( 67 ) ( 316 ) 195

152 Huntington Bancshares Incorporated

VARIABLE INTEREST ENTITIES

9 unchanged sentences

Total liabilities $ 752 $ 1,132

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

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

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

166 Huntington Bancshares Incorporated

Huntington previously completed a securitization transaction by transferring automobile loans to a SPE which was deemed to be a VIE, with the SPE in turn issuing asset-backed notes.

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

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

12 unchanged sentences

Affordable housing tax credit partnerships $ 2,453 $ 946 $ 2,453

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

Trust preferred securities 14 262 —

Other investments 1,465 196 1,465

1,201 168 1,201

Total $ 3,932 $ 1,404 $ 3,918

1 unchanged sentence

Affordable housing tax credit partnerships $ 2,382 $ 1,065 $ 2,382

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

Trust preferred securities 14 248 —

1 unchanged sentence

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

2024 Form 10-K 153

Affordable Housing and Other Tax Credit Investments

7 unchanged sentences

Investment losses are included in Other noninterest income in the Consolidated Statements of Income.

2025 Form 10-K 167

The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments.

10 unchanged sentences

Proportional amortization expense included in provision for income taxes 261 234 205

The initial investment in affordable housing tax credit investments and subsequent tax credits, benefits, and amortization are included within operating activities in the Consolidated Statements of Cash Flows.

Trust-Preferred Securities

4 unchanged sentences

Other investments determined to be VIE’s include investments in Small Business Investment Companies, Historic Tax Credit Investments, certain equity method investments, renewable energy financings, and other miscellaneous investments.

154 Huntington Bancshares Incorporated

COMMITMENTS AND CONTINGENT LIABILITIES

10 unchanged sentences

Standby letters of credit and guarantees on industrial revenue bonds 895 725

Commercial letters of credit 17 9

168 Huntington Bancshares Incorporated

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality.

4 unchanged sentences

Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third party.

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

Most of these arrangements mature within 2 years.

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

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

These conditional commitments are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions and mature within two years.

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

The carrying amount of deferred revenue associated with these conditional commitments was $ 31 million and $ 27 million at December 31, 2025 and December 31, 2024, respectively.

Other Guarantees

6 unchanged sentences

In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, Huntington generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each matter may be.

2024 Form 10-K 155

Huntington establishes an accrued liability when those matters present loss contingencies that are both probable and estimable.

8 unchanged sentences

The estimated range of possible loss does not represent Huntington’s maximum loss exposure.

2025 Form 10-K 169

Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the consolidated financial position of Huntington.

12 unchanged sentences

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

156 Huntington Bancshares Incorporated

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

12 unchanged sentences

Bank 4.0 N/A N/A 5.0 9.6 20,626 8.9 17,746

(1) The SCB, applicable to Huntington, was 2.5 % and 3.2 % at December 31, 2024 and December 31, 2023, respectively.

(1) The SCB, applicable to Huntington, was 2.5 % at both December 31, 2025 and December 31, 2024.

The CCB, applicable to the Bank, was 2.5 % at both December 31, 2025 and December 31, 2024.

5 unchanged sentences

Also, there are statutory and regulatory limitations on the ability of national banks to pay dividends or make other capital distributions .

170 Huntington Bancshares Incorporated

PARENT-ONLY FINANCIAL STATEMENTS

16 unchanged sentences

(1) See Consolidated Statements of Changes in Shareholders’ Equity.

2024 Form 10-K 157

Statements of Income Year Ended December 31,

19 unchanged sentences

Net income 2,211 1,940 1,951

Other comprehensive (loss) income (1)

Other comprehensive income (loss) (1)

958 ( 190 ) 422

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

Comprehensive income

$ 3,169 $ 1,750 $ 2,373

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

158 Huntington Bancshares Incorporated

2025 Form 10-K 171

Statements of Cash Flows Year Ended December 31,

12 unchanged sentences

Advances to subsidiaries ( 450 ) ( 1,700 ) ( 1,753 )

Net purchases of securities — — ( 20 )

Net cash paid in business combination

Net cash received from business combinations

Other, net ( 27 ) ( 21 ) ( 10 )

Net cash used for investing activities

Net cash used in investing activities

( 464 ) ( 2,364 ) ( 1,260 )

Financing activities

Proceeds from issuance of long-term debt 2,995 1,250 1,144

Payment of long-term debt ( 734 ) ( 323 ) —

Net proceeds from issuance of long-term debt

— 2,995 1,250

Repayment of long-term debt

( 489 ) ( 734 ) ( 323 )

Dividends paid on common and preferred stock ( 1,016 ) ( 1,047 ) ( 1,034 )

2 unchanged sentences

Other, net ( 30 ) ( 14 ) ( 22 )

Net cash provided by financing activities

Increase in cash and cash equivalents

Net cash provided by (used in) financing activities

( 794 ) 790 106

Increase (decrease) in cash and cash equivalents

( 515 ) 102 476

Cash and cash equivalents at beginning of year 4,103 4,001 3,525

3 unchanged sentences

$ 384 $ 332 $ 228

Non-cash activity:

Fair value of long-term debt assumed in business combination

SEGMENT REPORTING

5 unchanged sentences

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

172 Huntington Bancshares Incorporated

The following is a description of our business segments:

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

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

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

2024 Form 10-K 159

Consumer & Regional Banking - Consumer & Regional Banking delivers a comprehensive suite of consumer and business financial solutions through a customer-first, digitally enabled model.

The segment encompasses Consumer Lending, Regional Banking, Branch Banking, and Wealth Management, offering products such as deposits, lending, payments, mortgage banking, dealer financing, investment management, personal trust and estate services, brokerage, insurance, and related financial solutions.

We serve customers through our integrated network of regional banking and national specialty finance channels, including branches and ATMs, award-winning mobile and online platforms, interactive video teller technology, customer care centers, and strategic partnerships.

Our approach combines local market expertise with national scale, enabling personalized experiences and convenient access to banking services.

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

2 unchanged sentences

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

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

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

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

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

19 unchanged sentences

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

160 Huntington Bancshares Incorporated

2025 Form 10-K 173

The following tables present certain operating basis financial information for each reportable business segment reconciled to Huntington’s consolidated financial results.

7 unchanged sentences

3,818 1,996 ( 286 ) 5,528

Noninterest income 1,301 716 23 2,040

Noninterest income (loss)

1,424 761 ( 10 ) 2,175

Noninterest expense:

29 unchanged sentences

Income attributable to non-controlling interest — 20 — 20

Net income attributable to Huntington

Net income (loss) attributable to Huntington

$ 1,512 $ 1,153 $ ( 725 ) $ 1,940

18 unchanged sentences

$ 1,315 $ 1,179 $ ( 543 ) $ 1,951

Assets at December 31,

Deposits at December 31,

(dollar amounts in millions) 2025 2024 2025 2024

3 unchanged sentences

Total $ 225,106 $ 204,230 $ 176,610 $ 162,448

2024 Form 10-K 161

174 Huntington Bancshares Incorporated

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data