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What changed in HUNTINGTON BANCSHARES INC /MD/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of HUNTINGTON BANCSHARES INC /MD/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+608 added−538 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in HUNTINGTON BANCSHARES INC /MD/'s 2025 10-K

608 paragraphs added · 538 removed · 429 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

127 edited+52 added−45 removed93 unchanged
Biggest changeThe FDIC will collect the special assessment over an initial eight-quarter collection period, which began in the second quarter of 2024 and currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate, subject to change depending on any adjustments to the loss estimate, mergers or failures, or amendments to reported estimates of uninsured deposits.
Biggest changeOn December 16, 2025, the FDIC issued an interim final rule providing that the FDIC will collect the special assessment over an initial seven quarters of the collection period, which began in the second quarter of 2024, at a quarterly rate of 3.36 basis points, and reduce the rate which the special assessment will be collected in the eighth collection quarter, which will have an invoice payment date of March 30, 2026, to 2.97 basis points.
Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking services. These include, but are not limited to, payments, mortgage banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.
Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking and financial services. These include, but are not limited to, payments, mortgage banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.
In addition, customers can qualify for Standby Cash® based primarily on their checking deposit history, not their credit score, which provides a $100 to $500 short-term line of credit free with automatic payments, or a 1% monthly interest charge without automatic payments.
In addition, customers can qualify for Standby Cash®, which provides a $100 to $500 short-term line of credit free with automatic payments, or a 1% monthly interest charge without automatic payments, based primarily on their checking deposit history, not their credit score.
Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions, or being required to discontinue existing activities that are not generally permissible for BHCs. Huntington is subject to primary supervision, regulation, and examination by the Federal Reserve, which serves as the primary regulator of our consolidated organization.
Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions, or in being required to discontinue existing activities that are not generally permissible for BHCs. Huntington is subject to primary supervision, regulation, and examination by the Federal Reserve, which serves as the primary regulator of our consolidated organization.
The Federal Reserve has indicated generally that it may be an unsafe or unsound practice for a BHC to pay dividends unless a its net income is sufficient to fund the dividends and the expected rate of earnings retention is consistent with its capital needs, asset quality, and overall financial condition.
The Federal Reserve has indicated generally that it may be an unsafe or unsound practice for a BHC to pay dividends unless its net income is sufficient to fund the dividends and its expected rate of earnings retention is consistent with its capital needs, asset quality, and overall financial condition.
The program includes, when available and appropriate: flexible scheduling (staggered hours, compressed workweeks, part-time schedules, and job-sharing), flexible work location (remote and in-office), and both health and financial wellness support beyond the basic medical/visual/dental programs (adoption and fertility, parental leave, on-site fitness and fitness discounts, mental health and financial counseling services, support for chronic conditions).
The program includes, when available and appropriate: flexible scheduling (staggered hours, compressed workweeks, part-time schedules, and job-sharing), flexible work location (remote and in-office), and both health and financial wellness support beyond the basic medical/visual/dental programs (adoption and fertility, parental leave, on-site fitness and fitness discounts, mental health and financial counseling services, and support for chronic conditions).
SCB Requirements For risk-based capital requirements, Huntington, as a large BHC, is provided an SCB by the Federal Reserve that is determined annually based on the greater of (i) the difference between its starting and minimum projected CET1 Risk-Based Capital Ratio under the severely adverse scenario in the supervisory stress test, plus the sum of the dollar amount of Huntington’s planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5%.
SCB Requirements For risk-based capital requirements, Huntington, as a large BHC, is provided an SCB by the Federal Reserve that is determined annually based on the greater of (i) the difference between its starting and minimum projected CET1 Risk-Based Capital Ratio under the severely adverse scenario in the supervisory-run stress test, plus the sum of the dollar amount of Huntington’s planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5%.
Huntington also has created a feature called Money Scout®, which is a tool that analyzes a customer’s spending habits and moves money that is not being used into that customer’s savings account and have introduced tools including The Hub and Huntington Heads Up® to provide customers greater visibility and control over their financial future.
Huntington also created a feature called Money Scout®, which is a tool that analyzes a customer’s spending habits and moves money that is not being used into that customer’s savings account, and has introduced tools, including The Hub and Huntington Heads Up®, to provide customers greater visibility and control over their financial future.
Further, the GLBA, and its regulations such as Regulation P, require financial institutions to disclose their data privacy policies and practices relating to sharing personal information and enables retail customers to opt out of our ability to share their personal information with unaffiliated third parties under certain circumstances.
Further, the GLBA, and its regulations such as Regulation P and Regulation S-P, require financial institutions to disclose their data privacy policies and practices relating to sharing personal information and enables retail customers to opt out of our ability to share their personal information with unaffiliated third parties under certain circumstances.
The Bank is subject to the Bank Secrecy Act and, therefore, is required to implement compliance policies, procedures, and internal controls, provide its employees with AML training, designate an AML compliance officer, and undergo a periodic independent auditing and testing to assess the effectiveness of its AML program, among other requirements.
The Bank is subject to the Bank Secrecy Act and, therefore, is required to implement compliance policies, procedures, and internal controls, provide its employees with AML training, designate an AML compliance officer, and undergo periodic independent auditing and testing to assess the effectiveness of its AML program, among other requirements.
Our business, however, remains subject to extensive regulation and supervision, and the U.S. banking agencies may issue additional rules to tailor the application of certain other regulatory requirements to BHCs and banks, including Huntington and the Bank.
Our business remains subject to extensive regulation and supervision, and the U.S. banking agencies may issue additional rules to tailor the application of certain other regulatory requirements to BHCs and banks, including Huntington and the Bank.
Purpose Driven Hiring supports our approach to hiring for alignment with Huntington’s leadership behaviors, values, and skills, creating a streamlined, repeatable process that promotes fair treatment for all. We have made investments, including revamping our career site and leveraging a candidate management platform, to enhance communication that elevate the hiring experience for candidates, hiring managers, and recruiters alike.
Purpose Driven Hiring supports our approach to hiring for alignment with Huntington’s leadership behaviors, values, and skills, creating a streamlined, repeatable process that promotes fair treatment for all. We have made investments, including revamping our career site and leveraging a candidate management platform, to enhance communication that elevates the hiring experience for candidates, hiring managers, and recruiters alike.
An amendment to Regulation S-P, an implementing regulation under the GLBA, was adopted by the SEC on May 16, 2024 and requires registered investment advisers and broker-dealers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach.
An amendment to Regulation S-P, was adopted by the SEC on May 16, 2024 and requires registered investment advisers and broker-dealers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach.
The Volcker Rule regulations contain exemptions for market-making, hedging, underwriting, trading in U.S. government and agency obligations, and also permit certain ownership interests in certain types of covered funds to be retained. They also permit the offering and sponsoring of covered funds under certain conditions.
The Volcker Rule regulations contain exemptions for market-making, hedging, underwriting, and trading in U.S. government and agency obligations, as well as permit certain ownership interests in certain types of covered funds to be retained. They also permit the offering and sponsoring of covered funds under certain conditions.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, Huntington’s capital ratios as of December 31, 2024, would exceed such revised well-capitalized standard.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, Huntington’s capital ratios as of December 31, 2025, would exceed such revised well-capitalized standard.
For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) a blocking of assets in which the government or “specially designated nationals” of the sanctioned country have an interest by prohibiting transfers of property subject to U.S. jurisdiction, including property in the possession or control of U.S. persons.
For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned country or territory, including prohibitions against direct or indirect imports from and exports to a sanctioned country or territory, and prohibitions on U.S. persons engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country or territory; and (2) a blocking of assets in which the government or “specially designated nationals” of the sanctioned country or territory, or other sanctioned individuals or entities, have an interest by prohibiting transfers of property subject to U.S. jurisdiction, including property in the possession or control of U.S. persons.
As an issuer with over $10 billion in assets, Huntington is subject to, and in compliance with, Regulation II which requires, among other things, that debit card issuers should enable all debit card transactions, including card-not-present transactions such as online payments, to be processed on at least two unaffiliated payment card networks.
As an issuer with over $10 billion in assets, the Bank is subject to, and in compliance with, Regulation II, which requires, among other things, that debit card issuers should enable all debit card transactions, including card-not-present transactions such as online payments, to be processed on at least two unaffiliated payment card networks.
The financial results for each of our business segments are included in Note 24 - “ Segment Reporting ” of Notes to Consolidated Financial Statements and are discussed in the “ Business Segment Discussion ” of our MD&A.
The financial results for each of our business segments are included in Note 25 - “ Segment Reporting ” of Notes to Consolidated Financial Statements and are discussed in the “ Business Segment Discussion ” of our MD&A.
The DOJ clarified that it will assess competition considerations in connection with bank and bank holding company mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.
The DOJ clarified that it will assess competition considerations in connection with bank and BHC mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.
Minimum Regulatory Capital Ratio Minimum Ratio + Capital Buffer (1) Well-Capitalized Minimums (2) At December 31, 2024 Actual Ratios: CET1 risk-based capital ratio Consolidated 4.5 % 7.0 % N/A 10.5 % Bank 4.5 7.0 6.5 % 11.6 Tier 1 risk-based capital ratio Consolidated 6.0 8.5 6.0 11.9 Bank 6.0 8.5 8.0 12.4 Total risk-based capital ratio Consolidated 8.0 10.5 10.0 14.3 Bank 8.0 10.5 10.0 14.1 Tier 1 leverage ratio Consolidated 4.0 N/A N/A 8.6 Bank 4.0 N/A 5.0 8.9 (1) Reflects a SCB of 2.5% for both Huntington and the Bank.
Minimum Regulatory Capital Ratio Minimum Ratio + Capital Buffer (1) Well-Capitalized Minimums (2) Actual as of December 31, 2025 Ratios: CET1 risk-based capital ratio Consolidated 4.5 % 7.0 % N/A 10.4 % Bank 4.5 7.0 6.5 % 11.7 Tier 1 risk-based capital ratio Consolidated 6.0 8.5 6.0 12.0 Bank 6.0 8.5 8.0 12.4 Total risk-based capital ratio Consolidated 8.0 10.5 10.0 14.2 Bank 8.0 10.5 10.0 14.0 Tier 1 leverage ratio Consolidated 4.0 N/A N/A 9.3 Bank 4.0 N/A 5.0 9.6 (1) Reflects a SCB of 2.5% for both Huntington and the Bank.
With respect to pay, Huntington offers a minimum hourly rate of $20 per hour and competitive wages at all levels of the organization, which we regularly benchmark against the marketplace. Our compensation structure includes benefit plans and programs focused on multiple facets of well-being, including physical, mental, and financial wellness.
With respect to pay, Huntington offers a minimum hourly rate of $21 per hour and competitive wages at all levels of the organization that we regularly benchmark against the marketplace. Our compensation structure includes benefit plans and programs focused on multiple facets of well-being, including physical, mental, and financial wellness.
The Commercial Banking segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, and Capital Markets.
The Commercial Banking segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.
Once the rule is finalized, covered institutions would have three years to comply with the new requirements following a phased-in approach, with 25% of the long-term debt requirement by one year after finalization of the rule, 50% after two years, and 100% after three years.
If the rule is finalized as proposed, covered institutions would have three years to comply with the new requirements following a phased-in approach, with 25% of the long-term debt requirement by one year after finalization of the rule, 50% after two years, and 100% after three years.
In 2024, 85%, 82%, and 82% of colleagues responded favorably on trust, culture, and engagement, respectively. These results place Huntington in the top quartile of favorability for Culture and Trust among our benchmark peer group. 80% of colleagues responded they would recommend Huntington as a great place to work.
In 2025, 85%, 83%, and 83% of colleagues responded favorably on trust, culture, and engagement, respectively. These results place Huntington in the top quartile of favorability for Culture and Trust among our benchmark peer group. 82% of colleagues responded they would recommend Huntington as a great place to work.
As a Category IV banking organization, Huntington is subject to the least restrictive enhanced prudential standards applicable to firms with $100 billion or more in total consolidated assets.
Huntington is a Category IV banking organization and therefore is subject to the least restrictive enhanced prudential standards applicable to firms with $100 billion or more in total consolidated assets.
In June 2024, the FDIC adopted a final rule to modify the required frequency and informational content of resolution plan submissions applicable to insured depository institutions with $50 billion or more in total assets, including the Bank, which describe the insured depository institution’s strategy for a rapid and orderly resolution in the event of material financial distress or failure.
In June 2024, the FDIC adopted a final rule to modify the required frequency and informational content of IDI Resolution Plans, which are applicable to insured depository institutions with $50 billion or more in total assets, including the Bank, and describe the insured depository institution’s strategy for a rapid and orderly resolution in the event of material financial distress or failure.
As a result of the final rule, the Bank will be required to submit to the FDIC full resolution plans every three years and interim targeted information between full resolution plan submissions. In addition, the final rule introduces a new credibility standard that will be used to evaluate full resolution plan submissions.
As a result of the final rule, the Bank will be required to submit to the FDIC full IDI Resolution Plans every three years and interim targeted information between full resolution plan submissions. In addition, the final rule introduced a credibility standard that will be used to evaluate full IDI Resolution Plan submissions.
Business Segments Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance. For each business segment, we expect the combination of our business model, investment in products and capabilities, and exceptional service to provide a competitive advantage that supports revenue and earnings growth.
Business Segments Our business segments are based on our internally aligned segment leadership structure, which is how management monitors results and assesses performance. For each business segment, we expect the combination of our business model, investment in products and capabilities, and exceptional service to provide a competitive advantage that supports revenue and earnings growth.
Human Capital and Inclusion Huntington aspires to be a Category of One financial services institution: an organization that uniquely combines its culture and performance. Huntington had 19,932 average full-time equivalent colleagues during 2024, whom we encourage to support a shared purpose of making our colleagues’ and customers’ lives better, helping businesses thrive, and strengthening the communities we serve.
Human Capital and Inclusion Huntington aspires to be a Category of One financial services institution: an organization that uniquely combines its culture and performance. Huntington had 20,424 average full-time equivalent colleagues during 2025, whom we encourage to support a shared purpose of making our colleagues’ and customers’ lives better, helping businesses thrive, and strengthening the communities we serve.
We align our corporate strategy to our purpose of helping others and building upon our market-leading, purpose-driven bank through focused efforts on the environmental and social issues most important to our business and our stakeholders. In June 2021, we made a five-year $40 billion commitment toward our Community Plan to strengthen small businesses and foster opportunity throughout our footprint.
We align our corporate strategy to our purpose of helping others and building upon our market-leading, purpose-driven bank through focused efforts on the environmental and social issues most important to our business and our stakeholders. 2025 Form 10-K 25 Table of Contents In June 2021, we made a five-year $40 billion commitment toward our Community Plan to strengthen small businesses and foster opportunity throughout our footprint.
Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those web sites is not part of this report.
Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part of this report.
These practices will allow us to secure highly talented colleagues that will help shape our future. 26 Huntington Bancshares Incorporated Table of Contents Available Information We are subject to the informational requirements of the Exchange Act and, in accordance with the Exchange Act, we file annual, quarterly, and current reports, proxy statements, and other information with the SEC.
These practices will allow us to secure highly talented colleagues that will help shape our future. Available Information We are subject to the informational requirements of the Exchange Act and, in accordance with the Exchange Act, we file annual, quarterly, and current reports, proxy statements, and other information with the SEC.
Basel III capital rules, Huntington and the Bank must maintain the applicable capital buffer (SCB and CCB, respectively) requirements to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. Huntington is subject to a SCB of 2.5% effective October 1, 2024. Refer to the SCB Requirements section below for further details.
Basel III capital rules, Huntington and the Bank must maintain the applicable capital buffer (SCB and CCB, respectively) requirements to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. Huntington and the Bank are subject to a SCB of 2.5%. Refer to the SCB Requirements section below for further details.
Similar state laws may impose additional requirements on us and our subsidiaries. The CISA is intended to improve cybersecurity in the U.S. by enhanced sharing of information about security threats among the U.S. government and private sector entities, including financial institutions, and empowers the CISA Agency to oversee this information sharing process.
Similar state laws may impose additional requirements on us and our subsidiaries. 2025 Form 10-K 21 Table of Contents The CISA is intended to improve cybersecurity in the U.S. by enhanced sharing of information about security threats among the U.S. government and private sector entities, including financial institutions, and empowers the CISA Agency to oversee this information-sharing process.
These measures fall under our approach of “Fair Play Banking.” 10 Huntington Bancshares Incorporated Table of Contents The table below shows our competitive ranking and market share based on deposits of FDIC-insured institutions as of June 30, 2024, in the top 10 MSAs in which we compete.
These measures fall under our approach of “Fair Play Banking.” The table below shows our competitive ranking and market share based on deposits of FDIC-insured institutions as of June 30, 2025, in the top 10 MSAs in which we compete.
The primary regulators of our non-bank subsidiaries directly regulate the activities of those subsidiaries, with the Federal Reserve exercising a supervisory role. Such non-bank subsidiaries include, for example, broker-dealers and investment advisers both registered with the SEC. The Bank is a national banking association chartered under the laws of the U.S.
The primary regulators of our non-bank subsidiaries directly regulate the activities of those subsidiaries, with the Federal Reserve exercising a supervisory role. Such non-bank subsidiaries include, for example, broker-dealers and investment advisers both registered with the SEC. 2025 Form 10-K 11 Table of Contents The Bank is a national banking association chartered under the laws of the U.S.
Tier 2 capital primarily includes qualifying subordinated debt and qualifying ALLL. Tier 2 capital also includes, among other things, certain trust preferred securities. • Tier 1 Leverage Ratio , equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets, and certain other deductions).
Tier 2 capital also includes, among other things, certain trust preferred securities. • Tier 1 Leverage Ratio , equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets, and certain other deductions).
We also consider the competitive pricing levels in each of our markets. We compete for deposits similarly on the basis of value and service and by providing convenience through a banking network of branches and ATMs within our markets and our website at www.huntington.com.
We also consider the competitive pricing levels in each of our markets. 2025 Form 10-K 9 Table of Contents We compete for deposits similarly on the basis of value and service and by providing convenience through a banking network of branches and ATMs within our markets and our website at www.huntington.com.
These programs include an online library which allows colleagues to take ownership of their development via direct access to role-based content. The content is divided into three key areas of development: learning and growth, maximizing performance, and protecting the company. During 2024, colleagues at Huntington completed nearly 800,000 training hours.
These programs include an online library that allows colleagues to take ownership of their development via direct access to role-based content. The content is divided into three key areas of development: learning and growth, maximizing performance, and protecting the company. During 2025, colleagues at Huntington completed over 500,000 training hours.
As a result, Huntington is subject to more stringent standards, including liquidity and capital requirements, leverage limits, stress testing, resolution planning, and risk management standards, than those applicable to institutions with less than $100 billion in total consolidated assets. Certain larger banking organizations are subject to additional enhanced prudential standards.
As a result, Huntington is subject to more stringent standards, including liquidity and capital requirements, leverage limits, stress testing, resolution planning, and risk management standards, than those applicable to institutions with less than $100 billion in total consolidated assets.
The federal banking agencies are required, when reviewing bank and BHC acquisition or merger applications, to take into account the effectiveness of the AML activities of the applicant. The Anti-Money Laundering Act of 2020, enacted as part of the National Defense Authorization Act, does not directly impose new requirements on banks, but requires the U.S.
The federal banking agencies are required, when reviewing bank and BHC acquisition or merger applications, to take into account the effectiveness of the AML activities of the applicant. The Anti-Money Laundering Act of 2020, enacted as part of the National Defense Authorization Act, requires the U.S.
The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the site is http://www.sec.gov.
The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the website is http://www.sec.gov.
Based on the FDIC’s recent projections, however, the FDIC determined that the DIF reserve ratio is at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028 without increasing the deposit insurance assessment rates.
This plan did not include an increase in the deposit insurance assessment rate. Based on the FDIC’s recent projections, however, the FDIC determined that the DIF reserve ratio is at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028 without increasing the deposit insurance assessment rates.
The reports and other information, including any related amendments, filed by us with, or furnished by us to, the SEC are also available free of charge at our Internet web site as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The address of the site is http://www.huntington.com.
The reports and other information, including any related amendments, filed by us with, or furnished by us to, the SEC are also available free of charge on the Investor Relations portion of our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The address of the website is http://www.ir.huntington.com.
This discussion is not intended to describe all laws and regulations applicable to Huntington, the Bank, and Huntington’s other subsidiaries. Supervision, Examination and Enforcement Huntington is a BHC under the BHC Act that has elected to be an FHC.
The following discussion describes certain elements of the comprehensive regulatory framework applicable to us. This discussion is not intended to describe all laws and regulations applicable to Huntington, the Bank, and Huntington’s other subsidiaries. Supervision, Examination, and Enforcement Huntington is a BHC under the BHC Act that has elected to be an FHC.
These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Under the U.S.
Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank. These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner.
In November 2023, the FDIC issued a final rule, which became effective April 1, 2024, to implement a special assessment to recoup losses to the DIF associated with the first half 2023 bank failures.
In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with bank failures in the first half of 2023.
In addition, effective April 1, 2022, the Federal Reserve, OCC and FDIC issued a rule that, among other things, requires a banking organization to notify its primary federal regulator as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith could materially disrupt, degrade or impair its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the stability of the U.S. financial sector. 20 Huntington Bancshares Incorporated Table of Contents Cybersecurity and data privacy are also areas of increasing state legislative focus.
In addition, the Federal Reserve, OCC, and FDIC require, among other things, a banking organization to notify its primary federal regulator as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith could materially disrupt, degrade, or impair its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit, or franchise value, or pose a threat to the stability of the U.S. financial sector.
Beyond conventional lending solutions, Huntington offers access to capital markets, practice finance, and SBA lending capabilities. In addition, our payments business provides credit and debit cards and treasury management services to our customers.
Regional Banking is defined as serving small to mid-sized businesses. Beyond conventional lending solutions, Huntington offers access to capital markets, practice finance, and SBA lending capabilities. In addition, our payments business provides credit and debit cards and treasury management services to our customers.
Our path to a more sustainable future is guided by our environmental and climate strategies, transitioning to renewable sources of energy, improving our energy efficiency, growing our renewable energy financing capabilities, and preparing for future regulatory and reporting requirements. We report on our commitment and transparency in numerous ways.
Our path to a more sustainable future is guided by our environmental and climate strategies, transitioning to renewable sources of energy, improving our energy efficiency, maintaining our renewable energy financing capabilities, and preparing for future regulatory and reporting requirements.
An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.
The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and BHC mergers. An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.
Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock, and certain qualifying capital instruments. 14 Huntington Bancshares Incorporated Table of Contents • Total Risk-Based Capital Ratio , equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets.
Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock, and certain qualifying capital instruments. • Total Risk-Based Capital Ratio , equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying ALLL.
Within this group, Huntington Community Development improves the quality of life for our communities and the residents of low-to-moderate income neighborhoods by developing and delivering innovative products and services to support affordable housing and neighborhood stabilization, including tax credit investments.
Within this group, Huntington Community Development improves the quality of life for our communities and the residents of low-to-moderate income neighborhoods by developing and delivering innovative products and services to support affordable housing and neighborhood stabilization, including tax credit investments. Capital Markets delivers corporate risk management, institutional sales and trading, debt and equity issuance, and additional advisory services.
Like other lenders, the Bank and other of our subsidiaries also use credit bureau data in their underwriting activities. Use of such data is regulated under the FCRA, and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes.
Use of such data is regulated under the FCRA, and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes.
The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payments capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay.
Our target clients span from mid-market to large corporate customers across a national footprint. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payments capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay.
The Bank is subject to a CCB of 2.5%. The Tier 1 Leverage Ratio is not impacted by the SCB or CCB, and a banking institution may be considered well-capitalized while remaining out of compliance with the SCB or CCB.
The Tier 1 Leverage Ratio is not impacted by the SCB or CCB, and a banking institution may be considered well-capitalized while remaining out of compliance with the SCB or CCB. Further, when Huntington and the Bank become Category III banking organizations, each will become subject to the CCyB.
The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering the bank’s application to conduct certain mergers or acquisitions or to open or relocate a branch office.
A bank’s record of fair lending compliance is part of the resulting CRA examination report. The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering the bank’s application to conduct certain mergers or acquisitions or to open or relocate a branch office.
We have highly engaged colleagues committed to looking out for each other and our customers with a balanced focus on “what we do” and “how we do it.” This synergy has proven to positively impact colleague performance and satisfaction. 2024 marked the tenth consecutive year we conducted a company-wide engagement survey to measure our colleagues’ experience with a strategic focus on culture, trust, and engagement – and the results were reaffirming.
We value the feedback colleagues choose to share and use the information which focuses on four key areas: • Engagement • Development • Retention, and • Attraction of talent Engagement At Huntington, we have highly engaged colleagues committed to looking out for each other and our customers with a balanced focus on “what we do” and “how we do it.” This synergy has proven to positively impact colleague performance and satisfaction. 2025 marked the eleventh consecutive year we conducted a company-wide engagement survey to measure our colleagues’ experience with a strategic focus on culture, trust, and engagement – and the results were reaffirming.
The Federal Reserve expects BHCs subject to CCAR, such as Huntington, to have sufficient capital to withstand a highly adverse operating environment and to be able to continue operations, maintain ready access to funding, meet obligations to creditors and counterparties, and serve as credit intermediaries.
Please refer to the SCB Requirements section below for further details. 16 Huntington Bancshares Incorporated Table of Contents The Federal Reserve expects BHCs subject to CCAR, such as Huntington, to have sufficient capital to withstand a highly adverse operating environment and to be able to continue operations, maintain ready access to funding, meet obligations to creditors and counterparties, and serve as credit intermediaries.
The timing and form of any final rule implementing the long-term debt requirements and clean holding company requirements remains uncertain. Regulatory Capital Requirements Huntington and the Bank are subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank.
The timing and form of any final rule implementing the long-term debt requirements and clean holding company requirements remains uncertain. 14 Huntington Bancshares Incorporated Table of Contents Regulatory Capital Requirements Huntington and the Bank are subject to certain risk-based capital and leverage ratio requirements under the U.S.
In October 2023, the Federal Reserve released a notice of proposed rulemaking that would lower the maximum interchange fee that a large debit card issuer can receive on a debit card transaction.
In October 2023, the Federal Reserve released a notice of proposed rulemaking that would lower the maximum interchange fee that a large debit card issuer can receive on a debit card transaction. Under the proposal, the Federal Reserve would set the components of the maximum interchange fee to amounts lower than those in the currently applicable Regulation II.
You also should be able to inspect reports, proxy statements, and other information about us at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004. 2024 Form 10-K 27 Table of Contents
Our reports, proxy statements, and other information about us is also available for inspection at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004. 2025 Form 10-K 27 Table of Contents
Under the stress buffer requirements, the CCAR process is used to determine a BHC’s SCB requirement. Please refer to the SCB Requirements section below for further details.
Under the stress buffer requirements, the CCAR process is used to determine a BHC’s SCB requirement.
We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC, as well as the rules of Nasdaq that apply to companies with securities listed on the Nasdaq Global Select Market. 2024 Form 10-K 11 Table of Contents The following discussion describes certain elements of the comprehensive regulatory framework applicable to us.
We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC, as well as the rules of Nasdaq that apply to companies with securities listed on the Nasdaq Global Select Market.
As discussed in the “ Risk Management and Capital ” section of the MD&A, the Bank currently has a written governance framework and associated controls.
In addition, the guidelines provide standards for the institutions’ boards of directors to oversee the risk governance framework. As discussed in the “ Risk Management and Capital ” section of the MD&A, the Bank currently has a written governance framework and associated controls.
We use the platform of Corporate Responsibility to help describe and report on the work we do every day to deliver value for our stakeholders. As a public company, our economic impact begins with our commitment to creating sustainable, long-term shareholder value through top-tier performance, while maintaining an aggregate moderate-to-low, through-the-cycle risk appetite and a well-capitalized position.
As a public company, our economic impact begins with our commitment to creating sustainable, long-term shareholder value through top-tier performance, while maintaining an aggregate moderate-to-low, through-the-cycle risk appetite and a well-capitalized position.
The Federal Reserve has not yet revised the well-capitalized standard for BHCs to reflect the higher capital requirements imposed under the U.S. Basel III capital rules.
The total minimum regulatory capital ratios and well-capitalized minimum ratios are reflected in the table below in this section. The Federal Reserve has not yet revised the well-capitalized standard for BHCs to reflect the higher capital requirements imposed under the U.S. Basel III capital rules.
A key strategic emphasis has been for our business segments to operate in cooperation to provide products and services to our customers and to build stronger and more profitable relationships using our OCR sales and service process, which aligns to our vision to be the leading people-first, customer-centered bank in the country.
Our business model emphasizes the delivery of a complete set of banking products and services offered by larger banks, but distinguished by local delivery and customer service. 2025 Form 10-K 7 Table of Contents A key strategic emphasis has been for our business segments to operate in cooperation to provide products and services to our customers and to build stronger and more profitable relationships using our OCR sales and service process, which aligns to our vision to be the leading people-first, customer-centered bank in the country.
We also offer our customers with money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®. • Commercial Banking: The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which includes a comprehensive set of product offerings. Our target clients span from mid-market to large corporates across a national footprint.
We also offer our customers money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®. 8 Huntington Bancshares Incorporated Table of Contents • Commercial Banking: The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which includes a comprehensive set of product offerings.
Provided that Huntington is otherwise in compliance with automatic restrictions on distributions under the Federal Reserve’s capital rules, Huntington is not required to seek prior approval to make capital distributions in excess of those included in its capital plan. 16 Huntington Bancshares Incorporated Table of Contents Restrictions on Dividends Huntington is a legal entity separate and distinct from its banking and non-banking subsidiaries.
Provided that Huntington is otherwise in compliance with automatic restrictions on distributions under the Federal Reserve’s capital rules, Huntington is not required to seek prior approval to make capital distributions in excess of those included in its capital plan.
Our cybersecurity and data privacy policies and procedures for the protection of personal information are in effect across all businesses and geographic locations as applicable.
Our cybersecurity and data privacy policies and procedures for the protection of personal information are in effect across all businesses and geographic locations as applicable. See Item 1 C : C ybersecurity for a discussion of our cybersecurity risk management and strategy and cybersecurity governance framework.
Our regulatory agencies including the CFPB, FDIC, Federal Reserve, and OCC also have oversight over us, the Bank, and our subsidiaries with respect to cybersecurity and data privacy.
Other jurisdictions and multilateral bodies also administer and impose sanctions. Cybersecurity and Data Privacy Federal and state legislation and regulations contain extensive cybersecurity and data privacy provisions. Our regulatory agencies including the CFPB, FDIC, Federal Reserve, and OCC also have oversight over us, the Bank, and our subsidiaries with respect to cybersecurity and data privacy.
Huntington and the Bank must maintain the applicable capital buffer requirements to avoid becoming subject to restrictions on capital distributions, including dividends. For more information on the capital buffer requirements, see the SCB Requirements and the Regulatory Capital Requirements sections above.
Additionally, all of Huntington’s preferred stock outstanding has preference over its common stock with respect to payment of dividends. Huntington and the Bank must maintain the applicable capital buffer requirements to avoid becoming subject to restrictions on capital distributions, including dividends. For more information on the capital buffer requirements, see the SCB Requirements and the Regulatory Capital Requirements sections above.
These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval, and reporting requirements.
These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval, and reporting requirements. The real estate lending policies must reflect consideration of the federal bank regulatory agencies’ Interagency Guidelines for Real Estate Lending Policies.
As a regional bank, our economic impact includes helping individuals and families reach their goals of financial stability and homeownership; providing businesses, especially small and mid-sized businesses, with the resources to grow; serving and supporting the underbanked; and working in partnership to create more prosperous and resilient communities.
As a regional bank, our economic impact includes helping individuals and families reach their goals of financial stability and homeownership; providing businesses, especially small and mid-sized businesses, with the resources to grow; serving and supporting the underbanked; and working in partnership to create more prosperous and resilient communities. 24 Huntington Bancshares Incorporated Table of Contents Governance and Ethics With oversight from our Board of Directors and in furtherance of our business strategy, we are committed to implementing strong Corporate Responsibility practices.
We believe that building connections between colleagues, their families and our communities create a meaningful, fulfilling, and inclusive colleague experience. During 2024, Huntington colleagues provided approximately 35,000 volunteer hours to nearly 1,400 organizations across our footprint, including foodbanks, homeless shelters, local schools, senior housing, and afterschool programs. Development We have created specialized programs to help our colleagues grow and develop.
At Huntington, living our shared Purpose extends beyond our daily work. We believe that building connections between colleagues, their families, and our communities creates a meaningful, fulfilling, and inclusive colleague experience. During 2025, Huntington colleagues provided nearly 30,000 volunteer hours to approximately 1,200 organizations across our footprint, including foodbanks, homeless shelters, local schools, senior housing, and afterschool programs.
The Dodd-Frank Act expanded the coverage and scope of these regulations, including by applying them to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions.
The coverage and scope of these requirements apply to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions.
We continue to identify and implement effective practices to promote pay equity, in compliance with laws. Huntington conducts a pay equity analysis annually, evaluating pay for colleagues performing the same work, designed to ensure equity.
We continue to identify and implement effective practices to promote pay equity, in compliance with laws. Huntington conducts a pay equity analysis annually, evaluating pay for colleagues performing the same work, designed to ensure equity. Huntington’s inclusive and caring culture is one of the ways we continue to position Huntington as the country’s leading people-first, customer-centered bank.
The Bank recognized expense of $214 million in 2023 and $28 million in 2024 related to the DIF special assessment. Compensation Our compensation practices are subject to oversight by the Federal Reserve and, with respect to some of our subsidiaries and employees, by other financial regulatory bodies.
Compensation Our compensation practices are subject to oversight by the Federal Reserve and, with respect to some of our subsidiaries and employees, by other financial regulatory bodies.
These federal and state consumer protection laws apply to a broad range of our activities and to various aspects of our business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services. 22 Huntington Bancshares Incorporated Table of Contents In December 2024, the CFPB issued a final rule that amends Regulation Z, which implements the Truth in Lending Act, to apply to overdraft credit provided by insured depository institutions with more than $10 billion in total assets.
These federal and state consumer protection laws apply to a broad range of our activities and to various aspects of our business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor more information on cybersecurity risks, see “ Risk Factors—Compliance Risks —We face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our employees, contractors, colleagues and customers, malware intrusion or data corruption attempts, and identity theft, that could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or reputation and create significant legal and financial exposure.” We frequently update our systems and infrastructure to support our operations and growth and to remain compliant with applicable laws, rules, and regulations.
Biggest changeOperational Risks • Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our operations, liquidity, and financial condition, as well as cause legal or reputational harm. • We face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our colleagues, contractors, and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or reputation, and create significant legal and financial exposure. • We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets. • We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.
In addition, regulatory review of risk ratings and loan and lease losses may impact the level of the ACL and could have a material adverse effect on our financial condition and results of operations. Weakness in economic conditions could adversely affect our business.
In addition, regulatory review of risk ratings and loan and lease losses may impact the level of our ACL and could have a material adverse effect on our financial condition and results of operations. Weakness in economic conditions could adversely affect our business.
If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit extensions. These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer. Industry competition may have an adverse effect on our success.
If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit extensions. These inflationary pressures could also result in missed earnings and budgetary projections causing our stock price to suffer. Industry competition may have an adverse effect on our success.
Such events may include: sudden increases in customer transaction volume; electrical, telecommunications, or other major service outages; client access to our digital platforms and mobile applications; disease pandemics; cyber-attacks or other information or security breaches; software or hardware failures; and events arising from local or larger scale political or social matters, including wars and terrorist attacks.
Such events may include: sudden increases in customer transaction volume; electrical, telecommunications, or other major service outages; disruptions in client access to our digital platforms and mobile applications; disease pandemics; cyber-attacks or other information or security breaches; software or hardware failures; and events arising from local or larger scale political or social matters, including wars and terrorist attacks.
For example, global conflicts (including the continuing conflicts involving Ukraine and the Russian Federation and those in the Middle East) or other similar events, as well as government actions of other restrictions in connection with such events, and trade negotiations between the U.S. and other nations could adversely impact economic and market conditions for the Company and its clients and counterparties.
For example, global conflicts (including the continuing conflicts involving Ukraine and the Russian Federation and those in the Middle East) or other similar events, as well as government actions or other restrictions in connection with such events, and trade negotiations between the U.S. and other nations could adversely impact economic and market conditions for the Company and its clients and counterparties.
Remote work further increases the risk that we may experience cyber-attack or other information or security breaches as a result of our employees, colleagues, contractors, and other third parties with which we do business or upon which we rely working remotely on less secure systems and environments.
Remote work further increases the risk that we may experience cyber-attack or other information or security breaches as a result of our colleagues, contractors, and other third parties with which we do business or upon which we rely working remotely on less secure systems and environments.
Our success depends, in part, on our ability to successfully implement our strategic plan as well as adapt existing products and services and develop competitive new products and services demanded by our customers. The widespread adoption of technologies will continue to require substantial investments to modify or adapt existing products and services and to develop new product or services.
Our success depends, in part, on our ability to successfully implement our strategic plan as well as adapt existing products and services and develop competitive new products and services demanded by our customers. The widespread adoption of technologies will continue to require substantial investments to modify or adapt existing products and services and to develop new products or services.
The markets we serve are dependent on industrial and manufacturing businesses and, thus, are particularly vulnerable to adverse changes in economic conditions affecting these sectors. 28 Huntington Bancshares Incorporated Table of Contents A U.S. government debt default would have a material adverse impact on our business and financial performance, including a decrease in the value of Treasury bonds and other government securities held by us, which could negatively impact Huntington’s and the Bank’s capital positions and their ability to meet regulatory requirements.
The markets we serve are dependent on industrial and manufacturing businesses and, thus, are particularly vulnerable to adverse changes in economic conditions affecting these sectors. 30 Huntington Bancshares Incorporated Table of Contents A U.S. government debt default would have a material adverse impact on our business and financial performance, including a decrease in the value of Treasury bonds and other government securities held by us, which could negatively impact Huntington’s and the Bank’s capital positions and their ability to meet regulatory requirements.
Reputation risk related to corporate policies and practices on corporate responsibility and ESG topics is increasingly complex. Divergent ideological and social views may create competing stakeholder, legislative, and regulatory scrutiny that may impact our reputation or operations.
Reputational risk related to corporate policies and practices on corporate responsibility and ESG topics is increasingly complex. Divergent ideological and social views may create competing stakeholder, legislative, and regulatory scrutiny that may impact our reputation or operations.
If goodwill were to become impaired, it could limit the ability of the Bank to pay dividends to Huntington, adversely impacting Huntington liquidity and ability to pay dividends or repay debt.
If goodwill were to become impaired, it could limit the ability of the Bank to pay dividends to Huntington, adversely impacting Huntington liquidity and ability to pay dividends to shareholders or repay debt.
Additionally, refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “ Risk Governance ” section of our MD&A.
Additionally, refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “ Risk Management ” section of our MD&A.
We use AI in connection with our business and operations. AI is complex and rapidly evolving, and the introduction of AI, a relatively new and emerging technology in the early stages of commercial use, into our business and operations may subject us to new or heightened legal, regulatory, ethical, operational, reputational, or other risks.
AI is complex and rapidly evolving, and the introduction of AI, a relatively new and emerging technology in the early stages of commercial use, into our business and operations may subject us to new or heightened legal, regulatory, ethical, operational, reputational, or other risks.
Moreover, negative public opinion can result from our actual or alleged conduct in any number of activities, including clients, products, and business practices; corporate governance; acquisitions; and from actions taken by government regulators and community organizations in response to those activities.
Moreover, negative public opinion can result from our actual or alleged conduct in any number of activities, including relating to our customers, products, and business practices; corporate governance; acquisitions; and from actions taken by government regulators and community organizations in response to those activities.
This could affect our growth, profitability, and financial condition, including liquidity. 2024 Form 10-K 31 Table of Contents Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.
This could affect our growth, profitability, and financial condition, including liquidity. 2025 Form 10-K 33 Table of Contents Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.
Our ACL of $2.4 billion at December 31, 2024, represented management’s estimate of the current expected losses in our loan and lease portfolio (ALLL), as well as our unfunded lending commitments (AULC). We regularly review our ACL for appropriateness.
Our ACL of $2.7 billion at December 31, 2025, represented management’s estimate of the current expected losses in our loan and lease portfolio (ALLL), as well as our unfunded lending commitments (AULC). We regularly review our ACL for appropriateness.
Even when a disruption, compromise, or failure is prevented, mitigated, or remediated in a timely manner, doing so may have required expending substantial resources and management attention or taking other actions that could adversely affect customer satisfaction or retention, as well as harm our reputation.
Even when a disruption, compromise, or failure is prevented, mitigated, or remediated in a timely manner, doing so may require substantial resources and management attention or other actions that could adversely affect customer satisfaction or retention, as well as harm our reputation.
The sharing, use, collection, disclosure, and other processing of these types of information are governed by increasingly stringent and evolving legislation and regulations, the intent of which is to protect the privacy of personal information, including personal financial information. We may become subject to new legislation or regulations concerning cybersecurity and data privacy.
The sharing, use, collection, disclosure, and other processing of this type of information is governed by increasingly stringent and evolving legislation and regulations, the intent of which is to protect the privacy of personal information, including personal financial information. We may become subject to new legislation or regulations concerning cybersecurity and data privacy.
Further, there can be no assurance that our use of AI will be successful in enhancing our business or operations or otherwise result in our intended outcomes, and our competitors may incorporate AI into their businesses or operations more quickly or more successfully than us.
Further, there can be no assurance that our use of AI will be successful in enhancing our business or operations, be successfully adopted and deployed by our colleague base, or otherwise result in our intended outcomes, and our competitors may incorporate AI into their businesses or operations more quickly or more successfully than us.
Further, any new laws, rules, and regulations could make compliance more difficult or expensive or otherwise adversely affect our business and financial condition. 38 Huntington Bancshares Incorporated Table of Contents Under the supervision of the CFPB, our consumer and business banking products and services are subject to heightened regulatory oversight and scrutiny with respect to compliance under consumer laws and regulations.
Further, any new laws, rules, and regulations could make compliance more difficult or expensive or otherwise adversely affect our business and financial condition. Under the supervision of the CFPB, our consumer and business banking products and services are subject to heightened regulatory oversight and scrutiny with respect to compliance with consumer laws and regulations.
While we make significant efforts to consider and plan for hypothetical disruptions in our deposit funding, market-related, geopolitical, or other events could impact the liquidity derived from deposits. 30 Huntington Bancshares Incorporated Table of Contents We are a holding company and depend on dividends by our subsidiaries for liquidity needs. Huntington is an entity separate and distinct from the Bank.
While we make significant efforts to consider and plan for hypothetical disruptions in our deposit funding, market-related, geopolitical, or other events could impact the liquidity derived from deposits. We are a holding company and depend on dividends from our subsidiaries for liquidity needs. Huntington is an entity separate and distinct from the Bank.
Hacking of confidential, proprietary, personal, and other information and identity theft risks, in particular, could cause serious reputational harm.
Risks related to the hacking of confidential, proprietary, personal, and other information and identity theft risks, in particular, could cause serious reputational harm.
For more information regarding applicable cybersecurity and data privacy legislation and regulations, refer to Item 1: Business - “ Regulatory Matters .” We share, use, collect, disclose and otherwise process personal information of our customers and counterparties, including, but not limited to, personal financial information.
For more information regarding applicable cybersecurity and data privacy legislation and regulations, refer to Item 1: Business - “ Regulatory Matters .” 42 Huntington Bancshares Incorporated Table of Contents We share, use, collect, disclose and otherwise process personal information of our customers and counterparties, including, but not limited to, personal financial information.
Replacing a third-party service provider could also take a long period of time and result in increased expenses. 36 Huntington Bancshares Incorporated Table of Contents Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations.
Replacing a third-party service provider could also take a long period of time and result in increased expenses. Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations.
This updating entails significant costs and creates risks associated with implementing new systems and integrating them with existing ones, including business interruptions. Implementation and testing of controls related to our computer systems and infrastructure, security monitoring, and retaining and training personnel required to operate our systems and infrastructure also entail significant costs.
These updates entail significant costs and create risks associated with implementing new systems and integrating them with existing ones, including business interruptions. Implementation and testing of controls related to our computer systems and infrastructure, security monitoring, and retaining and training personnel required to operate our systems and infrastructure also entail significant costs.
We are subject to supervision, regulation, and examination by various federal and state regulators, including the Federal Reserve, OCC, SEC, CFPB, FDIC, FINRA, and various state regulatory agencies.
The banking industry is highly regulated. We are subject to supervision, regulation, and examination by various federal and state regulators, including the Federal Reserve, OCC, SEC, CFPB, FDIC, FINRA, and various state regulatory agencies.
In addition to volatility associated with interest rates, the Company also has exposure to equity markets related to the investments within the benefit plans and other income from client-based transactions. 2024 Form 10-K 29 Table of Contents Inflation could negatively impact our business, our profitability, and our stock price.
In addition to volatility associated with interest rates, the Company also has exposure to equity markets related to the investments within our benefit plans and other income from client-based transactions. Inflation could negatively impact our business, our profitability, and our stock price.
Some of our decisions that the regulators evaluate, including distributions to our shareholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information are insufficient. We rely on third parties to provide key components of our business infrastructure.
Some of our decisions that the regulators evaluate, including distributions to our shareholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information is insufficient. 38 Huntington Bancshares Incorporated Table of Contents We rely on third parties to provide key components of our business infrastructure.
For further discussion, see Note 2 - “ Accounting Standards Update ” to the Consolidated Financial Statements. Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations. Our goodwill could become impaired in the future.
Any such changes could affect how we report our financial conditions and results of operations. For further discussion, see Note 2 - “ Accounting Standards Update ” to the Consolidated Financial Statements. Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations. Our goodwill could become impaired in the future.
Actions by the financial service industry generally or by institutions or individuals in the industry can adversely affect our reputation indirectly by association. In addition, adverse publicity or negative information posted on social media, whether or not factually correct, may affect our business prospects.
Actions by the financial service industry generally or by institutions or individuals in the industry can adversely affect our reputation indirectly by association. In addition, adverse publicity or negative information posted on social media, whether or not factually correct, may affect our business prospects. All of these could adversely affect our growth, results of operation, and financial condition.
For more information on litigation risks, see Note 21 - “ Commitments and Contingent Liabilities ” to the Consolidated Financial Statements. 2024 Form 10-K 39 Table of Contents Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss.
For more information on litigation risks, see Note 22 - “ Commitments and Contingent Liabilities ” to the Consolidated Financial Statements. Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss.
Effective internal controls over financial reporting are necessary to provide reliable financial reports and prevent fraud. We are subject to regulation that focuses on effective internal controls and procedures. Such controls and procedures are modified, supplemented, and changed from time-to-time as necessitated by our growth and in reaction to external events and developments.
We are subject to regulation that focuses on effective internal controls and procedures. Such controls and procedures are modified, supplemented, and changed from time-to-time as necessitated by our growth and in reaction to external events and developments.
We expect the Trump administration will seek to implement a regulatory reform agenda that is significantly different than that of the Biden administration. We expect there will be changes in rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.
The Trump administration has sought to implement a regulatory reform agenda that is significantly different than that of the Biden administration. There have been changes in rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.
Rising interest rates reduce the value of our fixed-rate securities. Unrealized losses from available-for-sale securities impact our OCI, shareholders’ equity, and the Tangible Common Equity ratio. Any realized securities losses impact our regulatory capital ratios. For more information, refer to “ Market Risk ” section of the MD&A.
Rising interest rates reduce the value of our fixed-rate securities. Unrealized losses from available-for-sale securities impact our OCI, shareholders’ equity, and the Tangible Common Equity ratio. Any realized securities losses impact our regulatory capital ratios.
The loss of key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition, or operating results. 2024 Form 10-K 41 Table of Contents Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S.
The loss of key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition, or operating results. Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S. Basel III capital and liquidity standards, could require higher levels of capital and liquidity.
There is an increasing concern over the risks of climate change and related environmental sustainability matters. The physical risks of climate change include discrete events, such as flooding and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.
The physical risks of climate change include discrete events, such as flooding, hurricanes, and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.
The risks and uncertainties described below are not the only ones Huntington faces. Additional risks and uncertainties not presently known to Huntington or that Huntington believes to be immaterial may also adversely affect its business.
Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others. The risks and uncertainties described below are not the only ones Huntington faces. Additional risks and uncertainties not presently known to Huntington or that Huntington believes to be immaterial may also adversely affect its business.
Some of these impacts might occur even in the absence of an actual default or government shutdown as a consequence of extended political negotiations around the threat of such a default or government shutdown.
Some of these impacts might occur even in the absence of an actual default or government shutdown as a consequence of extended political negotiations around the threat of such a default or government shutdown. Our emphasis on commercial lending may expose us to increased lending risks.
Our public statements and documentation that provide promises and assurances about cybersecurity and data privacy can subject us to potential government or legal action if they are found to be deceptive, unfair, or misrepresent our actual practices. 40 Huntington Bancshares Incorporated Table of Contents If cybersecurity or data privacy legislation or regulations are implemented, interpreted, or applied in a manner inconsistent with our current practices, or if we fail to comply (or are perceived to have failed to comply) with applicable legislation and regulation relating to cybersecurity and data privacy, we may be subject to fines, civil or criminal penalties, sanctions, litigation (including class actions), investigations or inquiries, or regulatory enforcement actions or ordered to change our business practices, policies, or systems in a manner that adversely impacts our operating results.
If cybersecurity or data privacy legislation or regulations are implemented, interpreted, or applied in a manner inconsistent with our current practices, or if we fail to comply (or are perceived to have failed to comply) with applicable legislation and regulation relating to cybersecurity and data privacy, we may be subject to fines, civil or criminal penalties, sanctions, litigation (including class actions), investigations or inquiries, or regulatory enforcement actions or ordered to change our business practices, policies, or systems in a manner that adversely impacts our operating results.
In either case, interest rates have a significant impact on the value of mortgage-backed securities. MSR fair values are sensitive to movements in interest rates, as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments.
MSR fair values are sensitive to movements in interest rates, as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise.
Market Risks: Changes in interest rates could reduce our net interest income, reduce transactional income, and negatively impact the value of our loans, securities, and other assets. This could have an adverse impact on our cash flows, financial condition, results of operations, and capital.
Market Risks • Changes in interest rates could reduce our net interest income, reduce transactional income, and negatively impact the value of our loans, securities, and other assets.
Compliance Risks: We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model. The banking industry is highly regulated.
Any actual or perceived failure to address risks or concerns relating to the use of AI, whether unfounded or not, could adversely affect our business and operations. 40 Huntington Bancshares Incorporated Table of Contents Compliance Risks: We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model.
The evolving regulatory and supervisory environment and uncertainty about the timing and scope of future laws, regulations, and policies may contribute to decisions we may make to suspend, reduce, or withdraw from existing businesses, activities, or initiatives, which may result in potential lost revenue or significant restructuring or related costs or exposures.
The evolving regulatory and supervisory environment and uncertainty about the timing and scope of future laws, regulations, and policies may contribute to decisions we may make to suspend, reduce, or withdraw from existing businesses, activities, or initiatives, which may result in potential lost revenue or significant restructuring or related costs or exposures. 2025 Form 10-K 41 Table of Contents In addition, regulatory responses in connection with severe market downturns or unforeseen stress events may alter or disrupt our planned future strategies and actions.
Due to applicable laws and regulations or contractual obligations, we may be held responsible for cyber-attacks or other information or security breaches attributed to such third parties as they relate to the information we share with them. 34 Huntington Bancshares Incorporated Table of Contents Cyber-attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences.
Due to applicable laws and regulations or contractual obligations, we may be held responsible for cyber-attacks or other information or security breaches attributed to such third parties as they relate to the information we share with them.
We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets. We are exposed to many types of operational risks, including the risk of fraud or theft by colleagues or outsiders, unauthorized transactions by colleagues or outsiders, operational errors by colleagues, business disruption, and system failures.
We are exposed to many types of operational risks, including the risk of fraud or theft by colleagues or outsiders, unauthorized transactions by colleagues or outsiders, operational errors by colleagues, business disruption, and system failures.
Any third-party disruption, compromise or failure, including any technology failure, cyber-attack or other information or security breach, termination, or constraint could, among other things, adversely affect our ability to effect transactions, service our clients, manage our exposure to risk, or expand our business. 32 Huntington Bancshares Incorporated Table of Contents Our financial, accounting, data processing, backup, or other operational or security systems and infrastructure may also fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions, provide services, or otherwise conduct business.
Our financial, accounting, data processing, backup, or other operational or security systems and infrastructure may also fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions, provide services, or otherwise conduct business.
In addition, we may need to take our systems or infrastructure off-line if they become subject to a cyber-attack or other information or security breach, such as becoming infected with malware or a computer virus.
In addition, we may need to take our systems or infrastructure off-line if they become subject to a cyber-attack or other information or security breach, such as becoming infected with malware or a computer virus. 34 Huntington Bancshares Incorporated Table of Contents We frequently update our systems and infrastructure to support our operations and growth and to remain compliant with applicable laws, rules, and regulations.
For more information regarding CCAR, stress testing, and capital and liquidity requirements, refer to Item 1: Business - “ Regulatory Matters .” Reputation Risk: Damage to our reputation could significantly harm our business, including our competitive position and business prospects. Our ability to attract and retain customers, clients, investors, and employees is affected by our reputation.
For more information regarding CCAR, stress testing, and capital and liquidity requirements, refer to Item 1: Business - “ Regulatory Matters .” 44 Huntington Bancshares Incorporated Table of Contents Reputational Risk: Damage to our reputation could significantly harm our business, including our competitive position and business prospects.
Despite efforts to ensure the integrity of our systems and implement controls, processes, policies, and other protective measures, we may not be able to anticipate all security breaches, nor may we be able to implement sufficient preventive measures against such cyber-attacks or other information or security breaches, which may result in material losses or consequences for us.
Despite efforts to ensure the integrity of our systems and implement controls, processes, policies, and other protective measures, we may not be able to anticipate all security breaches, nor may we be able to implement sufficient preventive measures against such cyber-attacks or other information or security breaches, which may result in material losses or consequences for us. 2025 Form 10-K 35 Table of Contents Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, including AI, and the use of the internet and telecommunications technologies to conduct financial transactions.
While the timing and severity of climate change may not be entirely predictable and our risk management processes may not be effective in mitigating climate risk exposure, we continue to build capabilities to identify, assess, and manage climate risks. 2024 Form 10-K 37 Table of Contents We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.
While the timing and severity of climate change may not be entirely predictable and our risk management processes may not be effective in mitigating climate risk exposure, we continue to build capabilities to identify, assess, and manage climate risks.
We may, from time-to-time, consider using our existing liquidity position to opportunistically retire outstanding securities in privately negotiated or open market transactions. Capital markets disruptions can directly impact the liquidity of Huntington and the Bank. Our ability to access the capital markets, if needed, will depend on a number of factors, including the state of the financial markets.
Capital markets disruptions can directly impact the liquidity of Huntington and the Bank. Our ability to access the capital markets, if needed, will depend on a number of factors, including the state of the financial markets.
The Bank uses its liquidity to extend credit and to repay liabilities as they become due or as demanded by customers. Our primary source of liquidity is our large supply of deposits from consumer and commercial customers. The continued availability of this supply depends on customer willingness to maintain deposit balances with banks in general, and with us in particular.
The Bank uses its liquidity to extend credit and to repay liabilities as they become due or as demanded by customers. 32 Huntington Bancshares Incorporated Table of Contents Our primary source of liquidity is our large supply of deposits from consumer and commercial customers.
Certain investment securities, notably mortgage-backed securities, are sensitive to rising and falling rates. Generally, when rates rise, prepayments of principal and interest will decrease, and the duration of mortgage-backed securities will increase. Conversely, when rates fall, prepayments of principal and interest will increase, and the duration of mortgage-backed securities will decrease.
For more information, refer to “ Market Risk ” section of the MD&A. 2025 Form 10-K 31 Table of Contents Certain investment securities, notably mortgage-backed securities, are sensitive to rising and falling interest rates. Generally, when rates rise, prepayments of principal and interest will decrease, and the duration of mortgage-backed securities will increase.
In addition, to access our network, products, and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks. 2024 Form 10-K 33 Table of Contents We, our customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks or other information or security breaches.
We, along with our customers, regulators, and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks or other information or security breaches.
If our interest earning assets mature or reprice faster than interest bearing liabilities in a declining interest rate environment, net interest income could be materially adversely impacted. Likewise, if interest bearing liabilities mature or reprice more quickly than interest earning assets in a rising interest rate environment, net interest income could be adversely impacted.
Likewise, if interest bearing liabilities mature or reprice more quickly than interest earning assets in a rising interest rate environment, our net interest income could be adversely impacted. Changes in interest rates can affect the value of loans, securities, assets under management, and other assets, including mortgage servicing rights.
Additionally, we may not be successful in executing our strategic plan, introducing new products or services, achieving market acceptance of new product or services, anticipating or reacting to customers changing preferences, or attracting and retaining loyal customers.
Additionally, we may not be successful in executing our strategic plan, introducing new products or services, achieving market acceptance of new products or services, anticipating or reacting to customers changing preferences, or attracting and retaining loyal customers. 2025 Form 10-K 43 Table of Contents We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.
In addition, we may not have adequate insurance coverage to compensate for losses from a major cyber-attack or other information or security breach. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or at all or that our insurers will not deny coverage to any future claim.
In addition, we may not have adequate insurance coverage to compensate for losses from a major cyber-attack or other information or security breach.
Therefore, dilution of our tangible book value and net income per common share could occur in connection with any future transaction. 2024 Form 10-K 35 Table of Contents Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price.
Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price. Effective internal controls over financial reporting are necessary to provide reliable financial reports and prevent fraud.
Negative public opinion can adversely affect our ability to attract and retain customers and can also expose us to litigation and regulatory action.
Negative public opinion can adversely affect our ability to attract and retain customers and can also expose us to litigation and regulatory action. We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.
At December 31, 2024, the book value of our goodwill was $5.6 billion, substantially all of which was recorded at the Bank. Any such write down of goodwill or other acquisition related intangibles will reduce Huntington’s earnings, as well. Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers.
Any such write down of goodwill or other acquisition-related intangibles will reduce Huntington’s earnings, as well. 2025 Form 10-K 39 Table of Contents Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers. There is an increasing concern over the risks of climate change and related environmental sustainability matters.
Our results of operations depend substantially on net interest income, which is the difference between interest earned on interest earning assets (such as investments and loans) and interest paid on interest bearing liabilities (such as deposits and borrowings). Interest rates are highly sensitive to many factors, including governmental monetary policies, inflation, and domestic and international economic and political conditions.
This could have an adverse impact on our cash flows, financial condition, results of operations, and capital. Our results of operations depend substantially on net interest income, which is the difference between interest earned on interest earning assets (such as investments and loans) and interest paid on interest bearing liabilities (such as deposits and borrowings).
Treasury market could have a negative impact on perceptions about the strength and soundness of our business even if we are not subject to the same adverse developments. During 2023, the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank, respectively.
Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole, and the general economic climate and U.S. Treasury market could have a negative impact on perceptions about the strength and soundness of our business even if we are not subject to the same adverse developments.
Conditions such as inflation, deflation, recession, unemployment, money supply, and other factors beyond our control may also affect interest rates. In addition, the Federal Reserve’s monetary policies, including changes in the federal funds rate and increasing or reducing the size of its balance sheet, may also affect interest rates.
Interest rates are highly sensitive to many factors, including governmental monetary policies, inflation, and domestic and international economic and political conditions. Conditions such as inflation, deflation, recession, unemployment, money supply, and other factors beyond our control may also affect interest rates.
We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.
Strategic Risks • We operate in a highly competitive industry which depends on our ability to successfully execute our strategic plan and adapt our products and services to evolving industry standards and consumer preferences. • We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services. • Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S.
Item 1A: Risk Factors The risks and uncertainties listed below present risks that could have a material impact on Huntington’s financial condition, the results of operations, or its business. Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others.
Item 1A: Risk Factors Risk Factors Summary The following is a summary of material risks that could adversely affect Huntington’s business, financial condition, results of operation, or business.
Removed
Changes in interest rates can affect the value of loans, securities, assets under management, and other assets, including mortgage servicing rights.
Added
Credit Risks • Our ACL level may prove to not be adequate or be negatively affected by credit risk exposures, which could adversely affect our net income and capital. • Weakness in economic conditions could adversely affect our business. • Our emphasis on commercial lending may expose us to increased lending risks.
Removed
Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise.
Added
This could have an adverse impact on our cash flows, financial condition, results of operations, and capital. • Inflation could negatively impact our business, our profitability, and our stock price. • Industry competition may have an adverse effect on our success.
Removed
This consolidation, interconnectivity, and complexity increases the risk of operational disruption, compromise or failure.
Added
Liquidity Risks • Changes in Huntington’s financial condition or in the general banking industry, or changes in interest rates, could result in a loss of depositor confidence. • We are a holding company and depend on dividends from our subsidiaries for liquidity needs. • If we lose access to capital markets, we may not be able to meet the cash flow requirements of our depositors, creditors, and borrowers, or have the operating cash needed to fund corporate expansion and other corporate activities. • A reduction in our credit rating could adversely affect our access to capital and could increase our cost of funds. • Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.
Removed
Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, including AI, and the use of the internet and telecommunications technologies to conduct financial transactions.
Added
Acquisitions present several risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into Huntington after closing. • Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price. • We rely on quantitative models to measure risks and to estimate certain financial values. • We rely on third parties to provide key components of our business infrastructure. 28 Huntington Bancshares Incorporated Table of Contents • Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations. • Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations. • Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers. • We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.
Removed
Relative to acquisitions, we incur risks and challenges associated with the integration of employees, accounting systems, and technology platforms from acquired businesses and institutions in a timely and efficient manner, and we cannot guarantee that we will be successful in retaining existing customer relationships or achieving anticipated operating efficiencies expected from such acquisitions.
Added
Compliance Risks • We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model. • Legislative and regulatory actions taken now or in the future that impact the financial industry may materially adversely affect us by increasing our costs, adding complexity in doing business, impeding the efficiency of our internal business processes, negatively impacting the recoverability of certain of our recorded assets, requiring us to increase our regulatory capital, limiting our ability to pursue business opportunities, and otherwise resulting in a material adverse impact on our financial condition, results of operation, liquidity, or stock price. • The resolution of significant pending litigation, if unfavorable, could have an adverse effect on our results of operations for a particular period. • Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss. • Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.
Removed
Acquisitions may be subject to the receipt of approvals from certain governmental authorities, including the Federal Reserve, the OCC, and the DOJ, as well as the approval of our shareholders and the shareholders of companies that we seek to acquire.
Added
Reputational Risk • Damage to our reputation could significantly harm our business, including our competitive position and business prospects.
Removed
These approvals for acquisitions may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the acquisitions.
Added
Cadence Merger Risks • We are expected to incur substantial costs related to the Cadence Merger and integration. • Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence Merger. • The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operations. • The combined company may be unable to retain Huntington or Cadence personnel successfully. 2025 Form 10-K 29 Table of Contents The risks and uncertainties listed below present risks that could have a material impact on Huntington’s financial condition, results of operations, or its business.
Removed
Subject to requisite regulatory approvals, future business acquisitions may result in the issuance and payment of additional shares of stock, which would dilute current shareholders’ ownership interests. Additionally, acquisitions may involve the payment of a premium over book and market values.
Added
At December 31, 2025, 60% of our loan portfolio was comprised of loans in our commercial loan portfolio, which includes commercial and industrial loans, commercial real estate loans, and lease financing.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, members of our Board and management hold varying levels of relevant cybersecurity certifications.
Biggest changeIn addition, members of our Board and management hold varying levels of relevant cybersecurity certifications. While we, and the third parties with whom we work, have experienced cybersecurity incidents, as well as adverse impacts from such incidents, we have not experienced material losses or other material consequences resulting from cybersecurity incidents experienced by us or such third parties.
Huntington’s Chief Information Security Officer is a member of our Technology Risk Committee, a management-level committee that is principally responsible for overseeing our cybersecurity risk management program, in partnership with other business leaders across Huntington.
Huntington’s Chief Information Security Officer is a member of our Information Technology Risk Committee, a management-level committee that is principally responsible for overseeing our cybersecurity risk management program, in partnership with other business leaders across Huntington.
Consistent with Huntington’s overall ERM policies and practices, our cybersecurity program includes: • Vigilance: We maintain a global cybersecurity threat operation designed to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions, compromises, and failures to our business. • Collaboration: We have established collaboration mechanisms with public and private entities, including intelligence and enforcement agencies, industry groups, and third-party service providers to identify and assess cybersecurity risks. • Systems Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, access controls, and ongoing vulnerability assessments. • Third-Party Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, such as vendors, service providers, and other users of our systems. • Education: We provide periodic and ongoing training for personnel regarding cybersecurity threats, with such training scaled to reflect the roles, responsibilities, and access of relevant personnel. • Incident Response Planning: We have established and maintain incident response plans that are designed to address our response to a cybersecurity incident, and such plans are tested at least annually, or more frequently as needed. • Communication and Coordination: We utilize a cross-functional approach to evaluating the risk from cybersecurity threats and incidents, involving management personnel from our technology, operations, legal, risk management, internal audit, and other key business functions, as well as members of our Board and the Technology Committee of the Board (the “Technology Committee”). • Governance: The Board’s oversight of cybersecurity risk management is supported by the Technology Committee, which has responsibility for the development, implementation, maintenance, and risk management of the cybersecurity program and regularly interacts with Huntington’s ERM function, individual members of management, and relevant management committees.
Our cybersecurity policies and practices are designed to follow the cybersecurity framework of the National Institute of Standards and Technology and other applicable industry standards. 46 Huntington Bancshares Incorporated Table of Contents Consistent with Huntington’s overall ERM policies and practices, our cybersecurity program includes: • Vigilance: We maintain a global cybersecurity threat operation designed to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions, compromises, and failures to our business. • Collaboration: We have established collaboration mechanisms with public and private entities, including intelligence and enforcement agencies, industry groups, and third-party service providers to identify and assess cybersecurity risks. • Systems Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, access controls, and ongoing vulnerability assessments. • Third-Party Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, such as vendors, service providers, and other users of our systems. • Education: We provide periodic and ongoing training for personnel regarding cybersecurity threats, with such training scaled to reflect the roles, responsibilities, and access of relevant personnel. • Incident Response Planning: We have established and maintain incident response plans that are designed to address our response to a cybersecurity incident, and such plans are tested at least annually, or more frequently as needed. • Communication and Coordination: We utilize a cross-functional approach to evaluating the risk from cybersecurity threats and incidents, involving management personnel from our technology, operations, legal, risk management, internal audit, and other key business functions, as well as members of our Board and the Technology Committee of the Board (the “Technology Committee”). • Governance: The Board’s oversight of cybersecurity risk management is supported by the Technology Committee, which has responsibility for the development, implementation, maintenance, and risk management of the cybersecurity program and regularly interacts with Huntington’s ERM function, individual members of management, and relevant management committees.
The Chief Information Security Officer also works with members of the ELT, which includes our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer, and General Counsel. The Chief Information Security Officer works collaboratively across Huntington to implement a program designed to identify and protect our information systems from cybersecurity threats and to promptly detect and respond to cybersecurity incidents.
The Chief Information Security Officer also works with members of the ELT, which includes our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer, Chief Information Officer, and General Counsel. 2025 Form 10-K 47 Table of Contents The Chief Information Security Officer works collaboratively across Huntington to implement a program designed to identify and protect our information systems from cybersecurity threats and to promptly detect and respond to cybersecurity incidents.
The results of such assessments and reviews are reported to the Technology Committee and the Board when appropriate, and we adjust our cybersecurity processes and practices as necessary based on the information provided by the third-party assessments and reviews. 2024 Form 10-K 43 Table of Contents The Technology Committee oversees the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats.
The results of such assessments and reviews are reported to the Technology Committee and the Board when appropriate, and we adjust our cybersecurity processes and practices as necessary based on the information provided by the third-party assessments and reviews.
Removed
Our cybersecurity policies and practices are designed to follow the cybersecurity framework of the National Institute of Standards and Technology and other applicable industry standards.
Added
The Technology Committee oversees the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats.
Added
However, we expect to continue to experience cybersecurity incidents resulting in adverse impacts with increased frequency and severity due to the evolving threat environment including the increasing use of AI by cyber threat actors, and there can be no assurance that future cybersecurity incidents, including incidents experienced by our third parties, will not have a material adverse impact on the Corporation, including its business strategy, results of operations and/or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2: Properties Our headquarters, as well as the Bank’s, is located in the Huntington Center, a thirty-seven story office building located in Columbus, Ohio. Of the building’s total office space available, we lease approximately 22%. The lease term expires in 2030, with six five-year renewal options for up to 30 years but with no purchase option.
Biggest changeItem 2: Properties Both the Company’s and Bank’s headquarters are located in the Huntington Center, a thirty-seven story office building located in Columbus, Ohio. Of the building’s total office space available, we lease approximately 22%. The lease term expires in 2030, with six five-year renewal options for up to 30 years but with no purchase option.
Additional information regarding our properties is set forth in Note 8 - “ Premises and Equipment ” and Note 9 - “ Operating Leases ” of the Notes to Consolidated Financial Statements and is incorporated into this item by reference.
Additional information regarding our properties is set forth in Note 9 - “ Premises and Equipment ” and Note 10 - “ Operating Leases ” of the Notes to Consolidated Financial Statements and is incorporated into this item by reference.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3: Legal Proceedings Information required by this item is set forth in Note 21 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is incorporated into this Item by reference.
Biggest changeItem 3: Legal Proceedings Information required by this item is set forth in Note 22 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is incorporated into this item by reference. Item 4: Mine Safety Disclosures Not applicable. 48 Huntington Bancshares Incorporated Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe plotted points represent the cumulative total return on the last trading day of the fiscal year indicated. 2019 2020 2021 2022 2023 2024 HBAN $100 $89 $113 $108 $103 $138 S&P 500 100 118 152 125 157 197 KBW Bank Index 100 90 124 98 97 133 For information regarding securities authorized for issuance under Huntington’s equity compensation plans, see Part III, Item 12 .
Biggest changeThe plotted points represent the cumulative total return on the last trading day of the fiscal year indicated. 2020 2021 2022 2023 2024 2025 HBAN $100 $127 $122 $116 $155 $172 S&P 500 100 129 105 133 166 196 KBW Bank Index 100 138 109 108 148 196 In April 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common shares.
The KBW Bank Index is a market capitalization-weighted bank stock index published by Keefe, Bruyette & Woods. The index is composed of the largest banking companies and includes all money center banks and many regional banks, including Huntington. An investment of $100 on December 31, 2019, and the reinvestment of all dividends, are assumed.
The KBW Bank Index is a market capitalization-weighted bank stock index published by Keefe, Bruyette & Woods. The index is composed of the largest banking companies and includes all money center banks and many regional banks, including Huntington. An investment of $100 on December 31, 2020, and the reinvestment of all dividends, are assumed.
Information regarding restrictions on dividends, as required by this Item, is set forth in Item 1: “Business - Regulatory Matters ” and in Note 22 - “ Other Regulatory Matters ” of the Notes to Consolidated Financial Statements and incorporated into this Item by reference.
Information regarding restrictions on dividends, as required by this Item, is set forth in Item 1: “Business - Regulatory Matters ” and in Note 23 - “ Other Regulatory Matters ” of the Notes to Consolidated Financial Statements and incorporated into this Item by reference.
The following graph shows the changes, over the five-year period, in the value of $100 invested in (i) shares of Huntington’s Common Stock; (ii) the Standard & Poor’s 500 Stock Index (the S&P 500 Index) and (iii) Keefe, Bruyette & Woods (KBW) Bank Index, for the period December 31, 2019, through December 31, 2024.
The following graph shows the changes, over the five-year period, in the value of $100 invested in (i) shares of Huntington’s Common Stock; (ii) the Standard & Poor’s 500 Stock Index (the S&P 500 Index) and (iii) Keefe, Bruyette & Woods (KBW) Bank Index, for the period December 31, 2020, through December 31, 2025.
Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The common stock of Huntington Bancshares Incorporated is traded on the Nasdaq Global Stock Market under the symbol “HBAN.” As of January 31, 2025, we had 28,217 shareholders of record.
Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The common stock of Huntington Bancshares Incorporated is traded on the Nasdaq Global Stock Market under the symbol “HBAN.” As of February 1, 2026, we had 32,327 shareholders of record.
Added
Huntington did not have any unregistered sales of equity securities during the three months ended December 31, 2025.
Added
The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of our Board of Directors. 2025 Form 10-K 49 Table of Contents The following table provides information regarding Huntington’s purchases of its Common Stock during the three-month period ended December 31, 2025.
Added
Period Total Number of Shares Purchased Average Price Paid Per Share Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (1) October 1, 2025 to October 31, 2025 — $ — $ 1,000,000,000 November 1, 2025 to November 30, 2025 — — 1,000,000,000 December 1, 2025 to December 31, 2025 — — 1,000,000,000 Total — $ — $ 1,000,000,000 (1) The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly announced share repurchase authorizations.
Added
For information regarding securities authorized for issuance under Huntington’s equity compensation plans, see Part III, Item 12 . Item 6: [Reserved] 50 Huntington Bancshares Incorporated Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases. 2024 Form 10-K 51 Table of Contents Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued) Year Ended December 31, 2023 2022 Average Interest Income/ Expense Yield/ Average Interest Income/ Expense Yield/ Change in Average Balances (dollar amounts in millions) Balances (FTE) (1) Rate (2) Balances (FTE) (1) Rate (2) Amount Percent Assets: Interest-earning deposits with banks $ 9,309 $ 492 5.30 % $ 4,852 $ 83 1.70 % $ 4,457 92 % Securities: Trading account securities 77 4 5.14 32 1 4.14 45 141 Available-for-sale securities: Taxable 20,539 1,016 4.95 21,994 576 2.62 (1,455) (7) Tax-exempt 2,720 132 4.84 2,842 94 3.32 (122) (4) Total available-for-sale securities 23,259 1,148 4.93 24,836 670 2.70 (1,577) (6) Held-to-maturity securities—taxable 16,507 401 2.43 16,509 351 2.13 (2) — Other securities 933 53 5.70 845 27 3.16 88 10 Total securities 40,776 1,606 3.94 42,222 1,049 2.48 (1,446) (3) Loans held for sale 554 35 6.34 973 41 4.24 (419) (43) Loans and leases: (3) Commercial: Commercial and industrial 49,640 2,991 6.03 45,362 1,956 4.31 4,278 9 Commercial real estate 13,140 972 7.40 13,524 602 4.45 (384) (3) Lease financing 5,128 289 5.63 4,974 251 5.04 154 3 Total commercial 67,908 4,252 6.26 63,860 2,809 4.40 4,048 6 Consumer: Residential mortgage 22,990 825 3.59 20,907 661 3.16 2,083 10 Automobile 12,881 561 4.36 13,454 472 3.51 (573) (4) Home equity 10,156 760 7.48 10,409 532 5.11 (253) (2) RV and marine 5,650 271 4.79 5,322 227 4.26 328 6 Other consumer 1,362 156 11.53 1,314 126 9.51 48 4 Total consumer 53,039 2,573 4.85 51,406 2,018 3.92 1,633 3 Total loans and leases 120,947 6,825 5.64 115,266 4,827 4.19 5,681 5 Total earning assets 171,586 8,958 5.22 163,313 6,000 3.67 8,273 5 Cash and due from banks 1,576 1,666 (90) (5) Goodwill and other intangible assets 5,731 5,688 43 1 All other assets 8,663 8,101 562 7 Total assets $ 187,556 $ 178,768 $ 8,788 5 % Liabilities and Shareholders’ Equity: Interest-bearing deposits: Demand deposits—interest-bearing $ 39,901 $ 703 1.76 % $ 41,779 $ 158 0.38 % $ (1,878) (4) % Money market deposits 44,958 1,365 3.04 37,555 187 0.50 7,403 20 Savings deposits 17,502 3 0.02 20,619 3 0.01 (3,117) (15) Time deposits 11,042 426 3.86 3,385 15 0.45 7,657 226 Total interest-bearing deposits 113,403 2,497 2.20 103,338 363 0.35 10,065 10 Short-term borrowings 3,081 179 5.81 2,485 46 1.86 596 24 Long-term debt 13,324 801 6.01 8,724 287 3.29 4,600 53 Total interest-bearing liabilities 129,808 3,477 2.68 114,547 696 0.61 15,261 13 Demand deposits—noninterest-bearing 33,985 41,574 (7,589) (18) All other liabilities 5,080 4,353 727 17 Total liabilities 168,873 160,474 8,399 5 Total Huntington shareholders’ equity 18,634 18,263 371 2 Non-controlling interest 49 31 18 58 Total equity 18,683 18,294 389 2 Total liabilities and equity $ 187,556 $ 178,768 $ 8,788 5 % Net interest rate spread 2.54 3.06 Impact of noninterest-bearing funds on NIM 0.65 0.19 NII/NIM (FTE) $ 5,481 3.19 % $ 5,304 3.25 % (1) FTE yields are calculated assuming a 21% tax rate.
Biggest changeInformation related to major components of our net interest income (FTE) and related yields are presented on the following table. 2025 Form 10-K 55 Table of Contents Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis Year Ended December 31, 2025 2024 Average Interest Income/Expense Yield/ Average Interest Income/ Expense Yield/ Change in Average Balances (dollar amounts in millions) Balances (FTE) (1) Rate (1)(2) Balances (FTE) (1) Rate (1)(2) Amount Percent Assets: Interest-earning deposits with banks $ 11,989 $ 526 4.38 % $ 11,113 $ 598 5.38 % $ 876 8 % Securities: Trading account securities 465 17 3.75 265 13 5.04 200 75 Available-for-sale securities: Taxable 23,652 1,023 4.33 24,232 1,251 5.16 (580) (2) Tax-exempt 3,307 167 5.04 2,779 141 5.08 528 19 Total available-for-sale securities 26,959 1,190 4.41 27,011 1,392 5.15 (52) — Held-to-maturity securities—taxable 15,906 423 2.66 15,478 385 2.49 428 3 Other securities 899 47 5.28 789 42 5.33 110 14 Total securities 44,229 1,677 3.79 43,543 1,832 4.21 686 2 Loans held for sale 790 50 6.37 597 40 6.63 193 32 Loans and leases (3): Commercial: Commercial and industrial 61,468 3,769 6.13 52,426 3,321 6.33 9,042 17 Commercial real estate 11,698 788 6.74 11,935 907 7.60 (237) (2) Lease financing 5,479 365 6.67 5,190 336 6.47 289 6 Total commercial 78,645 4,922 6.26 69,551 4,564 6.56 9,094 13 Consumer: Residential mortgage 24,585 1,031 4.20 23,956 943 3.94 629 3 Automobile 15,406 901 5.85 13,372 726 5.43 2,034 15 Home equity 10,239 743 7.25 10,088 780 7.73 151 1 RV and marine 5,869 317 5.40 5,979 310 5.19 (110) (2) Other consumer 1,943 208 10.63 1,557 181 11.61 386 25 Total consumer 58,042 3,200 5.51 54,952 2,940 5.35 3,090 6 Total loans and leases 136,687 8,122 5.94 124,503 7,504 6.03 12,184 10 Total earning assets 193,695 10,375 5.36 179,756 9,974 5.55 13,939 8 Cash and due from banks 1,413 1,397 16 1 Goodwill and other intangible assets 5,740 5,680 60 1 All other assets 9,915 9,427 488 5 Total assets $ 210,763 $ 196,260 $ 14,503 7 % Liabilities and shareholders’ equity: Interest-bearing deposits: Demand deposits—interest-bearing $ 45,368 $ 890 1.96 % $ 40,401 $ 858 2.12 % $ 4,967 12 % Money market deposits 62,137 1,825 2.94 54,702 1,994 3.64 7,435 14 Savings deposits 15,100 50 0.33 15,141 15 0.10 (41) — Time deposits 13,678 517 3.78 15,343 705 4.60 (1,665) (11) Total interest-bearing deposits 136,283 3,282 2.41 125,587 3,572 2.84 10,696 9 Short-term borrowings 1,215 50 4.11 1,147 69 5.99 68 6 Long-term debt 17,363 987 5.68 15,224 935 6.14 2,139 14 Total interest-bearing liabilities 154,861 4,319 2.79 141,958 4,576 3.22 12,903 9 Demand deposits—noninterest-bearing 29,495 29,479 16 — All other liabilities 4,905 5,123 (218) (4) Total liabilities 189,261 176,560 12,701 7 Total Huntington shareholders’ equity 21,458 19,651 1,807 9 Non-controlling interest 44 49 (5) (10) Total equity 21,502 19,700 1,802 9 Total liabilities and equity $ 210,763 $ 196,260 $ 14,503 7 % Net interest rate spread 2.57 2.33 Impact of noninterest-bearing funds on NIM 0.56 0.67 NII/NIM (FTE) $ 6,056 3.13 % $ 5,398 3.00 % (1) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.
(2) Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include impact of applicable non-deferrable and amortized fees.
(2) Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-deferrable and amortized fees.
(2) Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include impact of applicable non-deferrable and amortized fees.
(2) Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-deferrable and amortized fees.
Interest rate is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk.
Interest rate risk is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk.
This approach forms the basis of the discussion in the sections immediately following: NPAs, NALs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.
This approach forms the basis of the discussion in the sections immediately following: NALs and NPAs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.
(2) Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs. ACL Our ACL is comprised of two different components, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio: the ALLL and the AULC.
(2) Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs. ACL Our ACL is comprised of two different components, the ALLL and the AULC, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio.
A variety of derivative financial instruments, principally interest rate swaps, swaptions, floors, forward contracts, and forward starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements.
A variety of derivative financial instruments, principally interest rate swaps, swaptions, floors, forward contracts, and forward-starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements.
To support the parent company’s ability to issue debt or equity securities, we have filed with the SEC an automatic shelf registration statement covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by the Huntington’s Board of Directors.
To support the parent company’s ability to issue debt or equity securities, we have filed with the SEC an automatic shelf registration statement covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by Huntington’s Board of Directors.
Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses. Noninterest expense includes certain corporate administrative, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments.
Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses. Noninterest expense includes certain corporate administrative expenses, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments.
These ratios differ from capital ratios defined by banking regulators principally in that the numerator excludes goodwill and other intangible assets, the nature and extent of which varies among different financial services companies. These ratios are not defined in GAAP or federal banking regulations. As a result, these non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.
These ratios differ from capital ratios defined by banking regulators principally in that the numerator excludes goodwill and other intangible assets, the nature and extent of which varies among different financial services companies. These ratios are not defined in GAAP or federal banking regulations. As a result, non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.
In addition to as-reported regulatory capital and tangible common equity metrics, which are discussed in more detail below, we also actively monitor other measures of capital, such as tangible common equity including the mark-to-market impact on HTM securities and CET1 inclusive of AOCI excluding cash flow hedges.
In addition to as-reported regulatory capital and tangible common equity metrics, which are discussed in more detail below, we also actively monitor other measures of capital, such as tangible common equity including the mark-to-market impact on HTM securities and CET1 including the impact of AOCI excluding cash flow hedges.
To the extent we are unable to obtain sufficient liquidity through customer deposits, cash and cash equivalents, and securities, we may meet our liquidity needs through wholesale funding and asset securitization or sale. Additionally, the Bank may also access funding through intercompany notes or parent company deposits placed at the bank.
To the extent we are unable to obtain sufficient liquidity through customer deposits, cash and cash equivalents, and investment securities, we may meet our liquidity needs through wholesale funding and asset securitization or sale. Additionally, the Bank may also access funding through intercompany notes or parent company deposits placed at the Bank.
CAPITAL (This section should be read in conjunction with the “ Regulatory Matters ” section included in Part I, Item 1: Business and Note 22 - “ Other Regulatory Matters ” of the Notes to Consolidated Financial Statements.) Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite to support the Bank's operations, absorb unanticipated losses and declines in asset values, and provide protection to uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing appropriate returns to our shareholders.
CAPITAL (This section should be read in conjunction with the “ Regulatory Matters ” section included in Part I, Item 1: Business and Note 23 - “ Other Regulatory Matters ” of the Notes to Consolidated Financial Statements.) Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite to support the Bank's operations, absorb unanticipated losses and declines in asset values, and provide protection to uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing appropriate returns to our shareholders.
At December 31, 2024, management believes current sources of liquidity are sufficient to meet Huntington’s on and off-balance sheet obligations. We maintain a contingency funding plan that provides for liquidity stress testing, which assesses the potential erosion of funds in the event of an institution-specific event or systemic financial market crisis.
At December 31, 2025, management believes current sources of liquidity are sufficient to meet Huntington’s on- and off-balance sheet obligations. We maintain a contingency funding plan that provides for liquidity stress testing, which assesses the potential erosion of funds in the event of an institution-specific event or systemic financial market crisis.
If our assessment of the guarantor’s credit strength yields an inherent capacity to perform, we will seek repayment from the guarantor as part of the collection process and have done so successfully. Substantially all loans categorized as Classified (See Note 4 - “ Loans and Leases ” of the Notes to Consolidated Financial Statements) are managed by FRG.
If our assessment of the guarantor’s credit strength yields an inherent capacity to perform, we will seek repayment from the guarantor as part of the collection process and have done so successfully. Substantially all loans categorized as Classified (See Note 5 - “ Loans and Leases ” of the Notes to Consolidated Financial Statements) are managed by FRG.
The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. See Note 21 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements for more information. STANDBY LETTERS-OF-CREDIT Standby letters-of-credit are conditional commitments issued to guarantee the performance of a customer to a third-party.
The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. See Note 22 - “ Commitments and Contingent Liabilities ” of the Notes to Consolidated Financial Statements for more information. STANDBY LETTERS-OF-CREDIT Standby letters-of-credit are conditional commitments issued to guarantee the performance of a customer to a third party.
As such, we utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations. Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy.
We utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations. Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy.
Credit Quality (This section should be read in conjunction with Note 4 - “ Loans and Leases ” and Note 5 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements.) We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios.
Credit Quality (This section should be read in conjunction with Note 5 - “ Loans and Leases ” and Note 6 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements.) We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios.
Allowance for Credit Losses Our ACL at December 31, 2024 represents our current estimate of the lifetime credit losses expected from our loan and lease portfolio and our unfunded lending commitments. Management estimates the ACL by projecting probability of default, loss given default, and exposure at default, conditional on economic parameters, for the remaining contractual term.
Allowance for Credit Losses Our ACL at December 31, 2025 represents our current estimate of the lifetime credit losses expected from our loan and lease portfolio and our unfunded lending commitments. Management estimates the ACL by projecting probability of default, loss given default, and exposure at default, conditional on economic parameters, for the remaining contractual term.
To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at December 31, 2024, management calculated the difference between our quantitative ACL and this 100% adverse scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of approximately $0.8 billion at December 31, 2024.
To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at December 31, 2025, management calculated the difference between our quantitative ACL and this 100% adverse scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of approximately $0.8 billion at December 31, 2025.
Our Chief Auditor reports directly to the Audit Committee. • Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s capability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity.
Our Chief Auditor reports directly to the Audit Committee. • Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s ability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity.
The interest rates variability may impact either the fair value of the assets and liabilities or impact the cash flows attributable to net interest margin. These positions are used to protect the fair value of asset and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index.
The interest rate variability may impact either the fair value of the assets and liabilities or the cash flows attributable to net interest margin. These positions are used to protect the fair value of assets and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index.
The AULC is determined by applying the same quantitative reserve determination process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation. Our ACL evaluation process includes the assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance.
The AULC is determined by applying the same quantitative reserve determination process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation. Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance.
These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements. Table 18 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates.
These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements. Table 20 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates.
These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which requires a high degree of expertise and oversight to effectively mitigate and monitor risk.
These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which require a high degree of expertise and oversight to effectively mitigate and monitor risk.
Information related to major components of our net interest income (FTE) and related yields are presented on the following table. 50 Huntington Bancshares Incorporated Table of Contents Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis Year Ended December 31, 2024 2023 Average Interest Income/Expense Yield/ Average Interest Income/ Expense Yield/ Change in Average Balances (dollar amounts in millions) Balances (FTE) (1) Rate (2) Balances (FTE) (1) Rate (2) Amount Percent Assets: Interest-earning deposits with banks $ 11,113 $ 598 5.38 % $ 9,309 $ 492 5.30 % $ 1,804 19 % Securities: Trading account securities 265 13 5.04 77 4 5.14 188 244 Available-for-sale securities: Taxable 24,232 1,251 5.16 20,539 1,016 4.95 3,693 18 Tax-exempt 2,779 141 5.08 2,720 132 4.84 59 2 Total available-for-sale securities 27,011 1,392 5.15 23,259 1,148 4.93 3,752 16 Held-to-maturity securities—taxable 15,478 385 2.49 16,507 401 2.43 (1,029) (6) Other securities 789 42 5.33 933 53 5.70 (144) (15) Total securities 43,543 1,832 4.21 40,776 1,606 3.94 2,767 7 Loans held for sale 597 40 6.63 554 35 6.34 43 8 Loans and leases: (3) Commercial: Commercial and industrial 52,426 3,321 6.33 49,640 2,991 6.03 2,786 6 Commercial real estate 11,935 907 7.60 13,140 972 7.40 (1,205) (9) Lease financing 5,190 336 6.47 5,128 289 5.63 62 1 Total commercial 69,551 4,564 6.56 67,908 4,252 6.26 1,643 2 Consumer: Residential mortgage 23,956 943 3.94 22,990 825 3.59 966 4 Automobile 13,372 726 5.43 12,881 561 4.36 491 4 Home equity 10,088 780 7.73 10,156 760 7.48 (68) (1) RV and marine 5,979 310 5.19 5,650 271 4.79 329 6 Other consumer 1,557 181 11.61 1,362 156 11.53 195 14 Total consumer 54,952 2,940 5.35 53,039 2,573 4.85 1,913 4 Total loans and leases 124,503 7,504 6.03 120,947 6,825 5.64 3,556 3 Total earning assets 179,756 9,974 5.55 171,586 8,958 5.22 8,170 5 Cash and due from banks 1,397 1,576 (179) (11) Goodwill and other intangible assets 5,680 5,731 (51) (1) All other assets 9,427 8,663 764 9 Total assets $ 196,260 $ 187,556 $ 8,704 5 % Liabilities and Shareholders’ Equity: Interest-bearing deposits: Demand deposits—interest-bearing $ 40,401 $ 858 2.12 % $ 39,901 $ 703 1.76 % $ 500 1 % Money market deposits 54,702 1,994 3.64 44,958 1,365 3.04 9,744 22 Savings deposits 15,141 15 0.10 17,502 3 0.02 (2,361) (13) Time deposits 15,343 705 4.60 11,042 426 3.86 4,301 39 Total interest-bearing deposits 125,587 3,572 2.84 113,403 2,497 2.20 12,184 11 Short-term borrowings 1,147 69 5.99 3,081 179 5.81 (1,934) (63) Long-term debt 15,224 935 6.14 13,324 801 6.01 1,900 14 Total interest-bearing liabilities 141,958 4,576 3.22 129,808 3,477 2.68 12,150 9 Demand deposits—noninterest-bearing 29,479 33,985 (4,506) (13) All other liabilities 5,123 5,080 43 1 Total liabilities 176,560 168,873 7,687 5 Total Huntington shareholders’ equity 19,651 18,634 1,017 5 Non-controlling interest 49 49 — — Total equity 19,700 18,683 1,017 5 Total liabilities and equity $ 196,260 $ 187,556 $ 8,704 5 % Net interest rate spread 2.33 2.54 Impact of noninterest-bearing funds on NIM 0.67 0.65 NII/NIM (FTE) $ 5,398 3.00 % $ 5,481 3.19 % (1) FTE yields are calculated assuming a 21% tax rate.
(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases. 56 Huntington Bancshares Incorporated Table of Contents Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis (Continued) Year Ended December 31, 2024 2023 Average Interest Income/ Expense Yield/ Average Interest Income/ Expense Yield/ Change in Average Balances (dollar amounts in millions) Balances (FTE) (1) Rate (1)(2) Balances (FTE) (1) Rate (1)(2) Amount Percent Assets: Interest-earning deposits with banks $ 11,113 $ 598 5.38 % $ 9,309 $ 492 5.30 % $ 1,804 19 % Securities: Trading account securities 265 13 5.04 77 4 5.14 188 244 Available-for-sale securities: Taxable 24,232 1,251 5.16 20,539 1,016 4.95 3,693 18 Tax-exempt 2,779 141 5.08 2,720 132 4.84 59 2 Total available-for-sale securities 27,011 1,392 5.15 23,259 1,148 4.93 3,752 16 Held-to-maturity securities—taxable 15,478 385 2.49 16,507 401 2.43 (1,029) (6) Other securities 789 42 5.33 933 53 5.70 (144) (15) Total securities 43,543 1,832 4.21 40,776 1,606 3.94 2,767 7 Loans held for sale 597 40 6.63 554 35 6.34 43 8 Loans and leases (3): Commercial: Commercial and industrial 52,426 3,321 6.33 49,640 2,991 6.03 2,786 6 Commercial real estate 11,935 907 7.60 13,140 972 7.40 (1,205) (9) Lease financing 5,190 336 6.47 5,128 289 5.63 62 1 Total commercial 69,551 4,564 6.56 67,908 4,252 6.26 1,643 2 Consumer: Residential mortgage 23,956 943 3.94 22,990 825 3.59 966 4 Automobile 13,372 726 5.43 12,881 561 4.36 491 4 Home equity 10,088 780 7.73 10,156 760 7.48 (68) (1) RV and marine 5,979 310 5.19 5,650 271 4.79 329 6 Other consumer 1,557 181 11.61 1,362 156 11.53 195 14 Total consumer 54,952 2,940 5.35 53,039 2,573 4.85 1,913 4 Total loans and leases 124,503 7,504 6.03 120,947 6,825 5.64 3,556 3 Total earning assets 179,756 9,974 5.55 171,586 8,958 5.22 8,170 5 Cash and due from banks 1,397 1,576 (179) (11) Goodwill and other intangible assets 5,680 5,731 (51) (1) All other assets 9,427 8,663 764 9 Total assets $ 196,260 $ 187,556 $ 8,704 5 % Liabilities and shareholders’ equity: Interest-bearing deposits: Demand deposits—interest-bearing $ 40,401 $ 858 2.12 % $ 39,901 $ 703 1.76 % $ 500 1 % Money market deposits 54,702 1,994 3.64 44,958 1,365 3.04 9,744 22 Savings deposits 15,141 15 0.10 17,502 3 0.02 (2,361) (13) Time deposits 15,343 705 4.60 11,042 426 3.86 4,301 39 Total interest-bearing deposits 125,587 3,572 2.84 113,403 2,497 2.20 12,184 11 Short-term borrowings 1,147 69 5.99 3,081 179 5.81 (1,934) (63) Long-term debt 15,224 935 6.14 13,324 801 6.01 1,900 14 Total interest-bearing liabilities 141,958 4,576 3.22 129,808 3,477 2.68 12,150 9 Demand deposits—noninterest-bearing 29,479 33,985 (4,506) (13) All other liabilities 5,123 5,080 43 1 Total liabilities 176,560 168,873 7,687 5 Total Huntington shareholders’ equity 19,651 18,634 1,017 5 Non-controlling interest 49 49 — — Total equity 19,700 18,683 1,017 5 Total liabilities and equity $ 196,260 $ 187,556 $ 8,704 5 % Net interest rate spread 2.33 2.54 Impact of noninterest-bearing funds on NIM 0.67 0.65 NII/NIM (FTE) $ 5,398 3.00 % $ 5,481 3.19 % (1) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.
We have an active program for managing capital and maintain a comprehensive process for assessing the Company’s overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions.
We have an active program for managing capital, and we maintain a comprehensive process for assessing our overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions.
Given the uncertainty associated with key economic scenario assumptions, the December 31, 2024 ACL included a general reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed within the quantitative transaction reserve.
Given the uncertainty associated with key economic scenario assumptions, the December 31, 2025 ACL included a general reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed within the quantitative transaction reserve.
The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We also have credit risk associated with our investment securities portfolios (see Note 3 - " Investment Securities and Other Securities " of the Notes to Consolidated Financial Statements) .
The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We also have credit risk associated with our investment securities portfolios (see Note 4 - " Investment Securities and Other Securities " of the Notes to Consolidated Financial Statements) .
Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.6 billion, or 1% of total loans and leases, as of December 31, 2024, compared to $1.8 billion, or 1% of total loans and leases, at December 31, 2023.
Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.8 billion, or 1% of total loans and leases, as of December 31, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024.
We consider core earnings, strong capital ratios, and credit quality essential for maintaining high credit ratings, which allows us cost-effective access to market-based liquidity.
We consider core earnings, strong capital ratios, and credit quality essential for maintaining high credit ratings, which allow us cost-effective access to market-based liquidity.
Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. There are no identified concentrations that exceed the assigned exposure limit.
Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. As of December 31, 2025, there are no identified concentrations that exceed the assigned exposure limit.
The scenarios are inclusive of all executed interest rate risk hedging activities. Forward starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon. A key driver of our interest rate risk profile is our interest-bearing deposit repricing sensitivity assumptions to changes in interest rates, otherwise known as deposit beta.
The scenarios include all executed interest rate risk hedging activities. Forward-starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon. A key driver of our interest rate risk profile is our assumption of interest-bearing deposit repricing sensitivity to changes in interest rates, otherwise known as deposit beta.
To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, a Funds Movement Committee, a Fraud Risk Committee, an Information and Technology Risk Committee, and a Third Party Risk Management Committee.
To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, a Funds Movement Committee, a Fraud Risk Committee, an Information and Technology Risk Committee, an Artificial Intelligence Risk Committee, and a Third Party Risk Management Committee.
The increase in average interest-bearing deposits was driven by increases in average money market deposits and time deposits, partially offset by a decrease in average savings deposits.
The increase in average interest-bearing deposits was driven by increases in average money market deposits and interest-bearing demand deposits, partially offset by a decrease in average time deposits.
The Bank maintains borrowing capacity at both the FHLB and FRB secured by pledged loans and securities. The Bank does not consider borrowing capacity at the Federal Reserve a primary source of funding, however, it could be used as a potential source of liquidity in a stressed environment or during a market disruption.
The Bank maintains borrowing capacity at both the FHLB and FRB secured by pledged loans and securities. While the Bank does not consider borrowing capacity at the FRB a primary source of funding, it could be used as a potential source of liquidity in a stressed environment or during a market disruption.
We encourage readers to consider the Consolidated Financial Statements and other financial information contained in this Form 10-K in their entirety, and not to rely on any single financial measure. 2024 Form 10-K 87 Table of Contents Non-Regulatory Capital Ratios In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including tangible common equity to tangible assets.
We encourage readers to consider the Consolidated Financial Statements and other financial information contained in this Form 10-K in their entirety, and not to rely on any single financial measure. 94 Huntington Bancshares Incorporated Table of Contents Non-Regulatory Capital Ratios In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including tangible common equity to tangible assets.
Liquidity risk appetite metrics monitored by senior management and reported to the Board at least semi-annually include loans as a percentage of customer deposits, a structural funding ratio, internal liquidity stress test coverage ratios, an investment portfolio market value to book value ratio, and a holding company cash coverage ratio.
Liquidity risk appetite metrics monitored by senior management and reported to the Board at least semi-annually, and to ROC on a more frequent basis, include loans as a percentage of customer deposits, a structural funding ratio, internal liquidity stress test coverage ratios, an investment portfolio market value to book value ratio, and a holding company cash coverage ratio.
The impact of the noninterest-bearing sources of funds, often referred to as “free” funds, is captured in the net interest margin, which is calculated as net interest income divided by average earning assets.
The impact of the noninterest-bearing sources of funds, often referred to as “free funds”, is captured in the net interest margin, which is calculated as net interest income divided by average earning assets.
These are combined to produce an overall Enterprise Risk Assessment that includes, among other things, top and emerging risks and a determination of whether the Company is operating within its risk appetite. 56 Huntington Bancshares Incorporated Table of Contents We have a broad range of controls that are factored into our assessments, including key controls, such as segregation of duties and access management, that are tested regularly.
These are combined to produce an overall Enterprise Risk Assessment that includes, among other things, top and emerging risks and a determination of whether the Company is operating within its risk appetite. We have a broad range of controls that are factored into our assessments, including key controls, such as segregation of duties and access management, that are tested regularly.
The effective tax rates for 2024 and 2023 were 18.4% and 17.3%, respectively. Both years included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects.
The effective tax rates for 2025 and 2024 were 17.1% and 18.4%, respectively. Both years included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects.
Table 21 - Investment Securities Weighted Average Yield by Maturity At December 31, 2024 1 year or less After 1 year through 5 years After 5 years through 10 years After 10 years Total (dollar amounts in millions) Yield (1) Yield (1) Yield (1) Yield (1) Yield (1) Available-for-sale securities: U.S.
Table 23 - Investment Securities Weighted Average Yield by Maturity At December 31, 2025 1 year or less After 1 year through 5 years After 5 years through 10 years After 10 years Total (dollar amounts in millions) Yield (1) Yield (1) Yield (1) Yield (1) Yield (1) Available-for-sale securities: U.S.
Recent Accounting Pronouncements and Developments Note 2 - “ Accounting Standards Update ” of the Notes to Consolidated Financial Statements discusses new accounting pronouncements adopted during 2024 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted.
Recent Accounting Pronouncements and Developments Note 2 - “ Accounting Standards Update ” of the Notes to Consolidated Financial Statements discusses new accounting pronouncements adopted during 2025 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted, if applicable.
Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due. The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process. 2024 Form 10-K 69 Table of Contents The following table reflects NCO detail.
Residential mortgages are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due. The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process. The following table reflects NCO detail.
For additional insight on financial performance, please read this section in conjunction with the “ Business Segment Discussion .” For a discussion of our results of operations for 2023 versus 2022, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2023 Form 10-K, filed with the SEC on February 16, 2024.
For additional insight on financial performance, please read this section in conjunction with the “ Business Segment Discussion .” For a discussion of our results of operations for 2024 versus 2023, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2024 Annual Report on Form 10-K, filed with the SEC on February 14, 2025.
The changes in the industry composition from December 31, 2023 are consistent with the portfolio growth metrics.
The changes in the industry composition from December 31, 2024 are consistent with the portfolio growth metrics.
We also employ hedging strategies to reduce the risk of MSR fair value changes or impairment. However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. Changes in the MSR value net of hedge-related trading activity are recorded in the mortgage banking income category of noninterest income.
We also employ hedging strategies to reduce the risk of MSR fair value changes. However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. We report changes in the MSR value net of hedge-related trading activity in the mortgage banking income category of noninterest income.
An appropriate level of reserve for representations and warranties related to residential mortgage loans sold has been established to address this repurchase risk inherent in the portfolio. 2024 Form 10-K 65 Table of Contents AUTOMOBILE PORTFOLIO Our strategy in the automobile portfolio continues to focus on high quality borrowers as measured by both FICO and internal custom scores, combined with appropriate LTVs, terms, and profitability.
An appropriate level of reserve for representations and warranties related to residential mortgage loans sold has been established to address this repurchase risk inherent in the portfolio. AUTOMOBILE PORTFOLIO Our strategy in the automobile portfolio continues to focus on high quality borrowers as measured by both FICO and internal custom scores, combined with appropriate LTVs, terms, and profitability.
On January 15, 2025, our Board of Directors declared a quarterly common stock cash dividend of $0.155 per common share. The dividend is payable on April 1, 2025, to shareholders of record on March 18, 2025.
On January 21, 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.155 per common share. The dividend is payable on April 1, 2026, to shareholders of record on March 18, 2026.
The $2.7 billion increase in cash and cash equivalents during 2024 was primarily due to an increase in interest-earning deposits at the FRB to support short-term liquidity. Our investment securities portfolio is evaluated under established ALCO objectives. Changing market conditions could affect the profitability of the portfolio, as well as the level of interest rate risk exposure.
The $648 million increase in cash and cash equivalents during 2025 was primarily due to an increase in interest-earning deposits at the FRB to support short-term liquidity. Our investment securities portfolio is evaluated under established ALCO objectives. Changing market conditions could affect the profitability of the portfolio, as well as the level of interest rate risk exposure.
In our efforts to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers. The maximum level of credit exposure to individual credit borrowers is limited by policy guidelines based on the perceived risk of each borrower or related group of borrowers.
In our efforts to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers. 2025 Form 10-K 63 Table of Contents The maximum level of credit exposure to individual credit borrowers is limited by policy guidelines based on the perceived risk of each borrower or related group of borrowers.
Changes to existing concentration limits, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics, require the approval of the ROC prior to implementation. 2024 Form 10-K 61 Table of Contents The table below provides our total loan and lease portfolio segregated by industry type.
Changes to existing concentration limits and incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics require the approval of the ROC prior to implementation. The table below provides our total loan and lease portfolio segregated by industry type.
For further information, including the ALLL and AULC activity by portfolio segment, refer to Note 5 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements. 68 Huntington Bancshares Incorporated Table of Contents The table below reflects the allocation of our ALLL among our various loan and lease categories as well as certain coverage metrics of the reported ALLL and ACL.
For further information, including the ALLL and AULC activity by portfolio segment, refer to Note 6 - “ Allowance for Credit Losses ” of the Notes to Consolidated Financial Statements. The table below reflects the allocation of our ACL among our various loan and lease categories as well as certain coverage metrics of the reported ALLL and ACL.
Legislative and Regulatory A comprehensive discussion of legislative and regulatory matters affecting us can be found in Item 1: Business - “ Regulatory Matters ” section of this Form 10-K. 2024 Form 10-K 49 Table of Contents DISCUSSION OF RESULTS OF OPERATIONS This section provides a review of financial performance on a consolidated basis.
Legislative and Regulatory A comprehensive discussion of legislative and regulatory matters affecting us can be found in Item 1: Business - “ Regulatory Matters ” section of this Form 10-K. 54 Huntington Bancshares Incorporated Table of Contents DISCUSSION OF RESULTS OF OPERATIONS This section provides a review of financial performance on a consolidated basis.
Our customer deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships resulting in a diversified deposit base. Total deposits were $162.4 billion at December 31, 2024, compared to $151.2 billion at December 31, 2023.
Our customer deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships, resulting in a diversified deposit base. Total deposits were $176.6 billion at December 31, 2025, compared to $162.4 billion at December 31, 2024.
LEASE FINANCING We manage the risks inherent in the Lease Financing portfolio through external consumer and business credit scoring solutions, internally developed custom probability of default and loss given default models, continuous 64 Huntington Bancshares Incorporated Table of Contents portfolio risk management activities, and equipment and customer diversification.
LEASE FINANCING We manage the risks inherent in the Lease Financing portfolio through external consumer and business credit scoring solutions, internally developed custom probability of default and loss given default models, continuous portfolio risk management activities, and equipment and customer diversification.
Following the start of the falling rate cycle, which began late in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) was 24%. Interest rate risk is measured across a range of scenarios and the results are reported to the ROC at least quarterly.
Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) through the fourth quarter of 2025 was 35%. Interest rate risk is measured across a range of scenarios and the results are reported to the ROC at least quarterly.
The Treasury / Other function includes all other items not included within our two business segments, including technology and operations, and other unallocated assets, liabilities, revenue, and expense. Business segment results are determined based upon our management practices, which assigns balance sheet and income statement items to each of the business segments.
All other items not included within our two business segments are reported within the Treasury / Other function, which primarily includes technology and operations and other unallocated assets, liabilities, revenue, and expense. Business segment results are determined based on our management practices, which assign balance sheet and income statement items to each of the business segments.
Bank Liquidity and Sources of Funding Our primary sources of funding for the Bank are customer deposits. At December 31, 2024, customer deposits funded 76% of total assets (120% of total loans).
Bank Liquidity and Sources of Funding Our primary sources of funding for the Bank are customer deposits. At December 31, 2025, customer deposits funded 76% of total assets (114% of total loans).
Provision for Income Taxes (This section should be read in conjunction with Note 1 - “ Significant Accounting Policies ” and Note 17 - “ Income Taxes ” of the Notes to Consolidated Financial Statements.) The provision for income taxes was $443 million for 2024, compared with $413 million in 2023.
Provision for Income Taxes (This section should be read in conjunction with Note 1 - “ Significant Accounting Policies ” and Note 18 - “ Income Taxes ” of the Notes to Consolidated Financial Statements.) The provision for income taxes was $459 million for 2025, compared with $443 million in 2024.
The parent company had cash and cash equivalents of $4.1 billion and $4.0 billion at December 31, 2024 and December 31, 2023, respectively, which was held in deposit at the Bank. S ee Note 23 - “ Parent-Only Financial Statements ” of the Notes to Consolidated Financial Statements for details on parent company cash flows.
The parent company had cash and cash equivalents of $3.6 billion and $4.1 billion at December 31, 2025 and December 31, 2024, respectively, which was held in deposit at the Bank. S ee Note 24 - “ Parent-Only Financial Statements ” of the Notes to Consolidated Financial Statements for details on parent company cash flows.
Table 4 - Provision for Credit Losses Year Ended December 31, (dollar amounts in millions) 2024 2023 2022 Provision for loan and lease losses $ 361 $ 407 $ 212 Provision (benefit) for unfunded lending commitments 57 (5) 73 Provision for securities 2 — 4 Total provision for credit losses $ 420 $ 402 $ 289 Noninterest Income The following table reflects noninterest income for each of the periods presented.
Table 4 - Provision for Credit Losses Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Provision for loan and lease losses $ 466 $ 361 $ 407 Provision (benefit) for unfunded lending commitments — 57 (5) Provision (benefit) for securities (3) 2 — Total provision for credit losses $ 463 $ 420 $ 402 Noninterest Income The following table reflects noninterest income for each of the periods presented.
Operational losses can result from internal fraud, external fraud, inadequate or inappropriate employment practices and workplace safety, failure to meet obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management. • Compliance risk , which is risk arising from violations of laws, rules or regulations, or from non-conformance with laws, regulations, prescribed practices, internal policies and procedures, or ethical standards, and can expose the Company to fines, civil money penalties, payment of damages, and voiding of contracts. • Strategic risk , which is risk arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment, and is a function of the Company’s strategic goals, business strategies, resources, and quality of implementation. • Reputation risk , which is risk arising from negative public opinion that may impair the Company’s competitiveness by affecting its ability to establish new relationships or services or continue servicing existing relationships.
Operational losses can result from internal fraud, external fraud, inadequate or inappropriate employment practices and workplace safety, failure to meet obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management. • Compliance risk , which is risk arising from violations of laws, rules or regulations, or from non-conformance with laws, regulations, prescribed practices, internal policies and procedures, or ethical standards, and can expose the Company to fines, civil money penalties, payment of damages, and voiding of contracts. • Strategic risk , which is risk arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment, and is a function of the Company’s strategic goals, business strategies, resources, and quality of implementation. • Reputation risk , which is risk arising from negative public opinion that may impair the Company’s competitiveness by affecting its ability to establish new relationships or services or continue servicing existing relationships. 2025 Form 10-K 61 Table of Contents The Board has defined our risk appetite as aggregate moderate-to-low on a through-the-cycle basis.
As of December 31, 2024, the Bank Call Report uninsured deposit balance was $54.6 billion, which includes $4.5 billion of inter-company deposits. As of December 31, 2023, the Bank Call Report uninsured deposit balance was $49.8 billion, which includes $4.6 billion of inter-company deposits. The majority of our time deposits have a contractual maturity of less than one year.
As of December 31, 2025, the Bank Call Report uninsured deposit balance was $56.9 billion, which includes $4.1 billion of inter-company deposits. As of December 31, 2024, the Bank Call Report uninsured deposit balance was $54.6 billion, which includes $4.5 billion of inter-company deposits. The majority of our time deposits have a contractual maturity of less than one year.
The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. 86 Huntington Bancshares Incorporated Table of Contents While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs ; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; and other factors that may affect the future results of Huntington.
The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. 2025 Form 10-K 93 Table of Contents While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, regulatory, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements; potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; introduction of new competitive products, such as stablecoins, and new competitors such as financial technology companies and other “nontraditional” bank competitors; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Act and the Basel III regulatory capital reforms, as well as those involving the SEC, the OCC, the Federal Reserve, the FDIC, the CFPB, and state-level regulators; the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business; and other factors that may affect the future results of Huntington.
The decrease in FTE net interest income reflected a 19 basis point decrease in the FTE NIM to 3.00% and a $12.2 billion, or 9%, increase in average interest-bearing liabilities, partially offset by a $8.2 billion, or 5%, increase in average earning assets.
The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities.
The decrease in FTE net interest income reflected a 19 basis point decrease in the FTE NIM to 3.00% and a $12.2 billion, or 9%, increase in average interest-bearing liabilities, partially offset by a $8.2 billion, or 5%, increase in average earning assets.
The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities.
Table 17 - Economic Value of Equity at Risk Economic Value of Equity at Risk (%) Basis point change scenario -200 -100 +100 +200 December 31, 2024 5.9 4.3 -5.8 -12.6 December 31, 2023 0.1 1.6 -3.8 -8.8 The change in sensitivity from December 31, 2023 was driven primarily by market rates, ongoing balance sheet modeling assumption enhancements, and changes to the actual balance sheet composition.
Table 19 - Economic Value of Equity at Risk Economic Value of Equity at Risk (%) Basis point change scenario -200 -100 +100 +200 At December 31, 2025 0.3 1.7 -3.5 -8.3 At December 31, 2024 5.9 4.3 -5.8 -12.6 The change in sensitivity from December 31, 2024 was driven primarily by market rates and changes to actual balance sheet composition.
The loans are underwritten centrally using an application and decisioning system similar to automobile loans. The current portfolio includes 39% of the balances within our core footprint states. Other consumer – Other consumer loans primarily consist of consumer loans not included above, including credit cards, personal unsecured loans, and overdraft balances.
The loans are underwritten centrally using an application and decisioning system similar to automobile loans. The current portfolio includes 53% of the balances within our core footprint states. 66 Huntington Bancshares Incorporated Table of Contents Other consumer – Other consumer loans primarily consist of consumer loans not included above, including credit cards, personal unsecured loans, and overdraft balances.
The most significant risk profiles the Company maintains at December 31, 2024 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio. The business banking risk profile addresses a modestly upward trend in default rates resulting from higher interest rates and inflationary impacts on business banking customers.
The most significant risk profiles the Company maintains at December 31, 2025 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio. The business banking risk profile addresses a modest upward trend in default rates resulting from the current interest rate environment and inflationary impacts on business banking customers.
Subsequent to the origination of the loan, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations. 2024 Form 10-K 63 Table of Contents The following tables present our commercial real estate portfolio by property-type and geographic location.
Subsequent to the origination of the loan, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations. The following tables present our commercial real estate portfolio by property type and geographic location.
Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average assets are net of deferred tax liability and calculated assuming a 21% tax rate. (2) On an FTE basis assuming a 21% tax rate.
Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred taxes and calculated assuming a 21% tax rate. (2) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.
For example, we do not extend additional credit to delinquent borrowers except in certain circumstances that substantially improve our overall repayment or collateral coverage position. Loan and Lease Credit Exposure Mix At December 31, 2024, our loans and leases totaled $130.0 billion, representing a $8.1 billion, or 7%, increase compared to $122.0 billion at December 31, 2023.
For example, we do not extend additional credit to delinquent borrowers except in certain circumstances that substantially improve our overall repayment or collateral coverage position. Loan and Lease Credit Exposure Mix At December 31, 2025, our loans and leases totaled $149.6 billion, representing a $19.6 billion, or 15%, increase compared to $130.0 billion at December 31, 2024.
(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases. 52 Huntington Bancshares Incorporated Table of Contents The following table shows changes in fully-taxable equivalent interest income, interest expense, and net interest income due to volume and rate variances for major categories of earning assets and interest-bearing liabilities.
(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases. 2025 Form 10-K 57 Table of Contents The following table shows changes in fully-taxable equivalent interest income, interest expense, and net interest income due to volume and rate variances for major categories of earning assets and interest-bearing liabilities.
The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost. 2024 Form 10-K 83 Table of Contents Net Income (Loss) by Business Segment Net income (loss) for our business segments and Treasury/Other function for the past three years is presented in the following table.
The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost. 90 Huntington Bancshares Incorporated Table of Contents Net Income (Loss) by Business Segment Net income (loss) for our business segments and Treasury/Other function for the past three years is presented in the following table.
The ACL was $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024, compared to $2.4 billion, or 1.97% of total loans and leases, at December 31, 2023.
The ACL was $2.7 billion, or 1.83% of total loans and leases, at December 31, 2025, compared to $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024.
(2) Tangible equity, tangible common equity, and tangible assets, as well as ratios utilizing these financial measures are non-GAAP financial measures. See Non-GAAP Financial Measures in the Additional Disclosures section. 2024 Form 10-K 81 Table of Contents The following table presents certain regulatory capital data at the consolidated and Bank level.
(2) Tangible equity, tangible common equity, and tangible assets, as well as ratios utilizing these financial measures are non-GAAP financial measures. See Non-GAAP Financial Measures in the Additional Disclosures section. 88 Huntington Bancshares Incorporated Table of Contents The following table presents certain regulatory capital data at the consolidated and Bank level.
Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflected a range of possible outcomes.
Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, the impacts of U.S. trade policies including tariffs, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes.
When we purchase credit protection, such as a CDS, we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs. 2024 Form 10-K 73 Table of Contents MSRs (This section should be read in conjunction with Note 6 - “ Mortgage Loan Sales and Servicing Rights ” of Notes to Consolidated Financial Statements.) At December 31, 2024, we had a total of $573 million of capitalized MSRs representing the right to service $33.7 billion in mortgage loans.
When we purchase credit protection, such as a CDS, we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs. 78 Huntington Bancshares Incorporated Table of Contents MSRs (This section should be read in conjunction with Note 7 - “ Mortgage Loan Sales and Servicing Rights ” of Notes to Consolidated Financial Statements.) At December 31, 2025, we had a total of $593 million of capitalized MSRs representing the right to service $34.4 billion in mortgage loans.
These arrangements include commitments to extend credit, interest rate swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.
These arrangements include commitments to extend credit, interest rate swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, commitments by the Bank to sell mortgage loans, operating lease payments, and other purchase and marketing obligations.

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