FULLTEXT DEL 4 AV 5
10-K – 2026-02-13 – hban-20251231.htm
Total deposits 176,610 162,448 Short-term borrowings 1,261 199 Long-term debt (1) (includes $ 1,161 and $ 821 , respectively, measured at fair value) 17,221 16,374 Other liabilities (1) 5,635 5,427 Total liabilities 200,727 184,448 Commitments and Contingent Liabilities (Note 22) Shareholders’ equity Preferred stock 2,731 1,989 Common stock 16 15 Capital surplus 17,244 15,484 Less treasury shares, at cost ( 92 ) ( 86 ) Accumulated other comprehensive income (loss) ( 1,908 ) ( 2,866 ) Retained earnings 6,351 5,204 Total Huntington shareholders’ equity 24,342 19,740 Non-controlling interest 37 42 Total equity 24,379 19,782 Total liabilities and equity $ 225,106 $ 204,230 Common shares authorized (par value of $ 0.01 ) 2,250,000,000 2,250,000,000 Common shares outstanding 1,567,732,506 1,453,635,809 Treasury shares outstanding 7,187,541 6,984,102 Preferred stock, authorized shares 6,617,808 6,617,808 Preferred shares outstanding 885,000 877,500 (1) Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $ 669 million, $ 431 million, $ 600 million, and $ 152 million, respectively, at December 31, 2025, and $ 1.1 billion, $ 264 million, $ 1.0 billion, and $ 109 million, respectively, at December 31, 2024. See Note 21 - “ Variable Interest Entities ” for additional information. See Notes to Consolidated Financial Statements 2025 Form 10-K 101 Table of Contents Huntington Bancshares Incorporated Consolidated Statements of Income Year Ended December 31, (dollar amounts in millions, except per share data, share amounts in thousands) 2025 2024 2023 Interest and fee income: Loans and leases $ 8,092 $ 7,481 $ 6,811 Available-for-sale securities Taxable 1,023 1,251 1,016 Tax-exempt 132 112 104 Held-to-maturity securities-taxable 423 385 401 Other securities-taxable 47 42 53 Other 593 650 531 Total interest income 10,310 9,921 8,916 Interest expense: Deposits 3,282 3,572 2,497 Short-term borrowings 50 69 179 Long-term debt 987 935 801 Total interest expense 4,319 4,576 3,477 Net interest income 5,991 5,345 5,439 Provision for credit losses 463 420 402 Net interest income after provision for credit losses 5,528 4,925 5,037 Noninterest income: Payments and cash management revenue 664 620 585 Wealth and asset management revenue 409 364 328 Customer deposit and loan fees 390 334 312 Capital markets and advisory fees 346 327 248 Mortgage banking income 141 130 109 Insurance income 81 77 74 Leasing revenue 66 79 112 Net gains (losses) on sales of securities ( 58 ) ( 21 ) ( 7 ) Other noninterest income 136 130 160 Total noninterest income 2,175 2,040 1,921 Noninterest expense: Personnel costs 2,995 2,701 2,529 Outside data processing and other services 772 665 605 Equipment 268 267 263 Net occupancy 232 221 246 Professional services 155 99 99 Marketing 127 116 115 Deposit and other insurance expense 65 114 302 Amortization of intangibles 46 47 50 Lease financing equipment depreciation 13 15 27 Other noninterest expense 342 317 338 Total noninterest expense 5,015 4,562 4,574 Income before income taxes 2,688 2,403 2,384 Provision for income taxes 459 443 413 Income after income taxes 2,229 1,960 1,971 Income attributable to non-controlling interest 18 20 20 Net income attributable to Huntington 2,211 1,940 1,951 Dividends on preferred shares 124 134 142 Impact of preferred stock redemptions and repurchases — 5 ( 8 ) Net income applicable to common shares $ 2,087 $ 1,801 $ 1,817 Average common shares—basic 1,478,945 1,451,421 1,446,449 Average common shares—diluted 1,504,836 1,476,442 1,468,016 Per common share: Net income—basic $ 1.41 $ 1.24 $ 1.26 Net income—diluted 1.39 1.22 1.24 See Notes to Consolidated Financial Statements 102 Huntington Bancshares Incorporated Table of Contents Huntington Bancshares Incorporated Consolidated Statements of Comprehensive Income Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Net income attributable to Huntington $ 2,211 $ 1,940 $ 1,951 Other comprehensive income (loss), net of tax: Unrealized gains (losses) on available-for-sale securities, net of hedges 627 ( 271 ) 154 Net change related to cash flow hedges on loans 294 96 269 Translations adjustments, net of hedges 8 ( 6 ) 2 Change in accumulated unrealized losses for pension and other post-retirement obligations 29 ( 9 ) ( 3 ) Other comprehensive income (loss), net of tax 958 ( 190 ) 422 Comprehensive income attributable to Huntington 3,169 1,750 2,373 Comprehensive income attributed to non-controlling interest 18 20 20 Comprehensive income $ 3,187 $ 1,770 $ 2,393 See Notes to Consolidated Financial Statements 2025 Form 10-K 103 Table of Contents Huntington Bancshares Incorporated Consolidated Statements of Changes in Shareholders’ Equity Preferred Stock Common Stock AOCI Huntington Shareholders’ Equity Non-controlling Interest (dollar amounts in millions, except per share data, share amounts in thousands) Capital Surplus Treasury Stock Retained Earnings Total Equity Amount Shares Amount Shares Amount Year Ended December 31, 2025 Balance, beginning of year $ 1,989 1,460,620 $ 15 $ 15,484 ( 6,984 ) $ ( 86 ) $ ( 2,866 ) $ 5,204 $ 19,740 $ 42 $ 19,782 Net income 2,211 2,211 18 2,229 Other comprehensive income, net of tax 958 958 958 Veritex acquisition: Issuance of common stock 106,995 1 1,658 1,659 1,659 Conversion of equity awards 1,043 — 16 16 16 Net proceeds from issuance of Series K Preferred Stock 741 741 741 Cash dividends declared: Common ($ 0.62 per share) ( 938 ) ( 938 ) ( 938 ) Preferred ( 124 ) ( 124 ) ( 124 ) Recognition of the fair value of share-based compensation 113 113 113 Other share-based compensation activity 6,262 — ( 29 ) ( 2 ) ( 31 ) ( 31 ) Other 1 2 ( 204 ) ( 6 ) ( 3 ) ( 23 ) ( 26 ) Balance, end of year $ 2,731 1,574,920 $ 16 $ 17,244 ( 7,188 ) $ ( 92 ) $ ( 1,908 ) $ 6,351 $ 24,342 $ 37 $ 24,379 Year Ended December 31, 2024 Balance, beginning of year $ 2,394 1,455,723 $ 15 $ 15,389 ( 7,403 ) $ ( 91 ) $ ( 2,676 ) $ 4,322 $ 19,353 $ 45 $ 19,398 Net income 1,940 1,940 20 1,960 Other comprehensive loss, net of tax ( 190 ) ( 190 ) ( 190 ) Redemption of preferred stock ( 405 ) — ( 5 ) ( 410 ) ( 410 ) Cash dividends declared: Common ($ 0.62 per share) ( 916 ) ( 916 ) ( 916 ) Preferred ( 134 ) ( 134 ) ( 134 ) Recognition of the fair value of share-based compensation 106 106 106 Other share-based compensation activity 4,897 — ( 13 ) ( 3 ) ( 16 ) ( 16 ) Other 2 419 5 7 ( 23 ) ( 16 ) Balance, end of year $ 1,989 1,460,620 $ 15 $ 15,484 ( 6,984 ) $ ( 86 ) $ ( 2,866 ) $ 5,204 $ 19,740 $ 42 $ 19,782 Year Ended December 31, 2023 Balance, beginning of year $ 2,167 1,449,390 $ 14 $ 15,309 ( 6,322 ) $ ( 80 ) $ ( 3,098 ) $ 3,419 $ 17,731 $ 38 $ 17,769 Net income 1,951 1,951 20 1,971 Other comprehensive income, net of tax 422 422 422 Net proceeds from issuance of Series J Preferred Stock 317 317 317 Repurchase of preferred stock ( 90 ) — 8 ( 82 ) ( 82 ) Cash dividends declared: Common ($ 0.62 per share) ( 911 ) ( 911 ) ( 911 ) Preferred ( 142 ) ( 142 ) ( 142 ) Recognition of the fair value of share-based compensation 97 97 97 Other share-based compensation activity 6,333 1 ( 17 ) ( 3 ) ( 19 ) ( 19 ) Other — ( 1,081 ) ( 11 ) ( 11 ) ( 13 ) ( 24 ) Balance, end of year $ 2,394 1,455,723 $ 15 $ 15,389 ( 7,403 ) $ ( 91 ) $ ( 2,676 ) $ 4,322 $ 19,353 $ 45 $ 19,398 See Notes to Consolidated Financial Statements 104 Huntington Bancshares Incorporated Table of Contents Huntington Bancshares Incorporated Consolidated Statements of Cash Flows Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Operating activities Net income $ 2,229 $ 1,960 $ 1,971 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 463 420 402 Depreciation, amortization, and accretion 762 622 798 Share-based compensation expense 113 106 97 Deferred income tax benefit ( 403 ) ( 26 ) ( 302 ) Net losses (gains) on sales of securities 58 — — Gain from early extinguishment of debt ( 11 ) ( 8 ) — Net change in: Trading account securities ( 10 ) 72 ( 106 ) Loans held for sale ( 170 ) ( 227 ) ( 83 ) Other assets ( 825 ) ( 761 ) ( 491 ) Short-term borrowings 117 21 — Other liabilities 230 ( 344 ) 341 Other, net ( 71 ) 1 30 Net cash provided by operating activities 2,482 1,836 2,657 Investing activities Change in interest-earning deposits with banks 297 ( 254 ) 23 Proceeds from: Maturities and calls of available-for-sale securities 7,137 11,001 2,689 Maturities and calls of held-to-maturity securities 1,642 1,397 1,523 Maturities and calls of other securities 109 57 615 Sales of available-for-sale securities 1,691 990 767 Sales of other securities — — 144 Purchases of available-for-sale securities ( 5,325 ) ( 14,043 ) ( 4,965 ) Purchases of held-to-maturity securities ( 515 ) ( 2,037 ) ( 256 ) Purchases of other securities ( 211 ) ( 155 ) ( 630 ) Net proceeds from sales of loans and leases 457 391 450 Principal payments received under direct finance leases 1,856 1,769 1,891 Net loan and lease activity, excluding sales and purchases ( 12,850 ) ( 10,025 ) ( 5,108 ) Purchases of premises and equipment ( 267 ) ( 143 ) ( 140 ) Purchases of loans and leases ( 981 ) ( 680 ) ( 71 ) Net accrued income and other receivables activity ( 332 ) ( 474 ) ( 17 ) Net cash and cash equivalents received from business combinations 864 — — Other, net 81 87 88 Net cash used in investing activities ( 6,347 ) ( 12,119 ) ( 2,997 ) Financing activities Increase in deposits 3,646 11,218 3,316 Increase (decrease) in short-term borrowings 785 ( 803 ) ( 1,295 ) Net proceeds from issuance of long-term debt 2,500 7,661 14,965 Repayment of long-term debt ( 2,053 ) ( 3,563 ) ( 12,376 ) Dividends paid on preferred stock ( 108 ) ( 143 ) ( 134 ) Dividends paid on common stock ( 908 ) ( 903 ) ( 900 ) Repurchase/redemption of preferred stock — ( 410 ) ( 82 ) Net proceeds from issuance of preferred stock 741 — 317 Other, net ( 90 ) ( 56 ) ( 46 ) Net cash provided by financing activities 4,513 13,001 3,765 Increase in cash and cash equivalents 648 2,718 3,425 Cash and cash equivalents at beginning of period (1) 12,847 10,129 6,704 Cash and cash equivalents at end of period (1) $ 13,495 $ 12,847 $ 10,129 2025 Form 10-K 105 Table of Contents Huntington Bancshares Incorporated Consolidated Statements of Cash Flows (continued) Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Supplemental disclosures: Interest paid $ 4,267 $ 4,547 $ 3,359 Income taxes paid 274 123 90 Non-cash activities: Loans transferred to held-for-sale from portfolio 988 390 439 Loans transferred to portfolio from held-for-sale 23 34 22 Business combination: Fair value of tangible assets acquired 11,057 — — Goodwill and other intangible assets 555 — — Fair value of liabilities assumed 10,792 — — Common stock and equity-based awards issued 1,682 — — (1) Includes cash and due from banks and interest-earning deposits at the FRB, included within Interest-earning deposits with banks on our Consolidated Balance Sheets. See Notes to Consolidated Financial Statements 106 Huntington Bancshares Incorporated Table of Contents Huntington Bancshares Incorporated Notes to Consolidated Financial Statements 1. SIGNIFICANT ACCOUNTING POLICIES Nature of Operations — Huntington Bancshares Incorporated (Huntington or the Company) is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through its subsidiaries, including its bank subsidiary, The Huntington National Bank (the Bank), Huntington is engaged in providing full-service commercial and consumer deposit, lending, and other banking services to customers where the Bank has a local market presence and through select national businesses. These include, but are not limited to, payments, mortgage banking, indirect and direct consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. Basis of Presentation — The Consolidated Financial Statements are presented in accordance with GAAP and include the accounts of Huntington and its majority-owned subsidiaries and VIEs in which Huntington has determined to be the primary beneficiary. All intercompany transactions and balances are eliminated in consolidation. Entities in which Huntington holds a controlling financial interest are consolidated. For a voting interest entity, a controlling financial interest is generally where Huntington holds, directly or indirectly, more than 50% of the outstanding voting shares. For a VIE, a controlling financial interest is where Huntington has the power to direct the activities of an entity that most significantly impact the entity’s economic performance and has an obligation to absorb losses or the right to receive benefits from the VIE. For consolidated entities where Huntington holds less than a 100% interest, Huntington recognizes non-controlling interest (included in shareholders’ equity) for the equity held by minority shareholders and non-controlling profit or loss (included in income attributable to non-controlling interest) for the portion of the entity’s earnings attributable to minority interests. Investments in companies that are not consolidated are accounted for using the equity method when Huntington has the ability to exert significant influence. Investments in non-marketable equity securities for which Huntington does not have the ability to exert significant influence are generally accounted for using fair value or a cost measurement alternative adjusted for impairment and other changes in observable prices. Investments in private investment partnerships that are accounted for under the equity method or the cost measurement alternative are included in other assets and Huntington’s earnings in equity investments are included in other noninterest income. Investments accounted for under the cost measurement alternative and equity methods are periodically evaluated for impairment. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that significantly affect amounts reported in the Consolidated Financial Statements. Huntington utilizes processes that involve the use of significant estimates and the judgments of management in determining the amount of its allowance for credit losses, income taxes, as well as certain fair value measurements. As with any estimate, actual results could differ from those estimates. Cash and cash equivalents — For statements of cash flows purposes, cash and cash equivalents are defined as the sum of cash and due from banks and interest-earning deposits at the FRB, included within interest-earning deposits with banks on our Consolidated Balance Sheets. Securities — Securities purchased with the intention of recognizing short-term profits or which are actively bought and sold are classified as trading account securities and reported at fair value. The unrealized gains or losses on trading account securities are recorded in other noninterest income. Debt securities purchased that Huntington has the positive intent and ability to hold to their maturity are classified as held-to-maturity securities. Held-to-maturity securities are recorded at amortized cost. All other debt securities are classified as available-for-sale securities. Available-for-sale securities are recognized and measured at fair value with any change in the fair value recognized in other comprehensive income. All equity securities are classified as other securities. Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). The carrying value plus any related AOCI balance of sold securities is used to compute realized gains and losses. Interest on securities, including amortization of premiums and accretion of discounts using the effective interest method over the period to maturity, is included in interest income. 2025 Form 10-K 107 Table of Contents Non-marketable equity securities include stock held for membership and regulatory purposes, such as FHLB stock and FRB stock, and other non-marketable equity securities. These securities are accounted for at cost, evaluated for impairment, and are included in other securities. Other securities also include mutual funds and other marketable equity securities. These securities are carried at fair value, with changes in fair value recognized in other noninterest income. Loans and Leases — Loans for which Huntington has the intent and ability to hold for the foreseeable future, or until maturity or payoff, except loans for which the fair value option has been elected, are carried at the principal amount outstanding, net of charge-offs, unamortized deferred loan origination fees and costs, premiums and discounts, and unearned income. Direct financing leases are reported at the aggregate of lease payments receivable and estimated residual values, net of unearned and deferred income, and any initial direct costs incurred to originate these leases. Renewal options for leases are at the option of the lessee and are typically not included in the measurement of the lease receivable as they are not considered reasonably certain of exercise. Purchase options are typically at fair value, and as such those options are not considered in the measurement of lease receivables or in lease classification. Interest income is accrued as earned using the interest method. Huntington defers the fees it receives from the origination of loans and leases, as well as the direct costs of those activities. Huntington also acquires loans at premiums and/or discounts to their contractual values. Huntington amortizes loan discounts, premiums, and net loan origination fees and costs over the contractual lives of the related loans using the effective interest method. Loans acquired in a business combination are recognized on the acquisition date at their estimated fair value based on expected future cash flows discounted at a market-based rate of interest and inclusive of adjustments for credit risk, interest rate risk, liquidity, and other factors. Acquired loans that have experienced more-than-insignificant deterioration in credit quality since origination are classified as PCD loans. An ACL is established for the initial estimate of expected credit losses on PCD loans as of the acquisition date and recorded through a gross-up adjustment to the loan’s amortized cost basis. In addition, Huntington adopted ASU 2025-08 as of October 1, 2025, whereby non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an ACL also established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans’ amortized cost basis. See Note 3: “ Busines s Combinations ” for additional information on loans acquired in a business combination. A borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period is disclosed as a modification to a borrower experiencing financial difficulty. Huntington may modify loans to borrowers experiencing financial difficulty as a way of managing risk and mitigating credit loss from the borrower. Huntington may make various types of modifications and may in certain circumstances use a combination of modification types in order to mitigate future loss. Impairment of the residual values of direct financing leases is evaluated quarterly, with impairment arising if the expected fair value is less than the carrying amount. Huntington assesses net investments in leases (including residual values) for impairment and recognizes losses in accordance with the impairment guidance for financial instruments. As such, net investments in leases may be reduced by an allowance for credit losses, with changes recognized as provision expense. For leased equipment, the residual component of a direct financing lease represents the estimated fair value of the leased equipment at the end of the lease term. Huntington uses industry data, historical experience, and independent appraisals to establish these residual value estimates. Upon expiration of a lease, residual assets are remarketed, resulting in an extension of the lease by the lessee, a lease to a new customer, or purchase of the residual asset by the lessee or another party. Huntington also purchases insurance guaranteeing the value of certain residual assets. Loans Held for Sale — Loans in which Huntington does not have the intent and ability to hold for the foreseeable future are classified as loans held for sale. Loans held for sale are carried at (a) the lower of cost or fair value less costs to sell, or (b) fair value where the fair value option is elected. The fair value option is generally elected for mortgage loans originated with the intent to sell. 108 Huntington Bancshares Incorporated Table of Contents Nonaccrual and Past Due Loans — Loans are considered past due when the contractual amounts due with respect to principal and interest are not received within 30 days of the contractual due date. Any loan in any portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. When a borrower with debt is discharged in a Chapter 7 bankruptcy and the debt is not reaffirmed by the borrower, the loan is determined to be collateral dependent and placed on nonaccrual status, unless there is a co-borrower or the repayment is likely to occur based on objective evidence. When a loan is placed on nonaccrual status, any accrued interest is reversed and charged against interest income. Commercial loans and leases are placed on nonaccrual status at 90 -days past due. First-lien home equity loans are placed on nonaccrual status at 150 -days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120 -days past due or when the related first-lien loan has been identified as nonaccrual. Automobile, RV and marine, and other consumer loans are generally fully charged-off at 120 -days past due, and if not fully charged-off are placed on non-accrual. Residential mortgage loans are placed on nonaccrual status at 150 -days past due, with the exception of residential mortgages guaranteed by government agencies which continue to accrue interest at the rate guaranteed by the government agency. Cash receipts on NALs are applied against principal until the loan or lease has been collected in full, including the charged-off portion, after which time any additional cash receipts are recognized as interest income. However, for secured non-reaffirmed debt in a Chapter 7 bankruptcy, payments are applied to principal and interest when the borrower has demonstrated a capacity to continue payment of the debt and collection of the debt is reasonably assured. Management monitors several factors to evaluate a borrower’s financial condition and their ability to make principal and interest payments. When, in management’s judgment, the borrower’s ability to make required principal and interest payments resumes and collectability is no longer in doubt, supported by sustained repayment history, the loan is returned to accrual status. For loans that are returned to accrual status, cash receipts are applied according to the contractual terms of the loan. Collateral-dependent Loans — Certain commercial and consumer loans for which repayment is expected to be provided substantially through the operation or sale of the loan collateral are considered to be collateral-dependent. Allowance for Credit Losses — Huntington performs an ACL evaluation on its loan and lease portfolio and its HTM and AFS securities portfolios. The ACL on loan and lease portfolio and HTM securities are provided through an expected loss methodology referred to as CECL methodology. The ACL on AFS securities is provided when a credit loss is deemed to have occurred for securities which Huntington does not intend to sell or is not required to sell. The CECL methodology also applies to credit exposures on off-balance-sheet loan commitments, financial guarantees not accounted for as insurance, including standby letters of credit, and other similar instruments not recognized as derivative financial instruments. Loan and Lease portfolio - The ACL is deducted from the amortized cost basis of a financial asset or a group of financial assets so that the balance sheet reflects the net amount Huntington expects to collect. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, fair value hedge accounting adjustments, and deferred fees and costs. Subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a provision for credit losses or a reversal of provision for credit losses. Management estimates the allowance by utilizing models dependent upon loan risk characteristics and economic parameters. Commercial loan risk characteristics include but are not limited to risk ratings, industry type and maturity type. Consumer loan risk characteristics include but are not limited to FICO scores, LTV, and loan vintages. The economic parameters are developed using available information relating to past events, current conditions, and reasonable and supportable forecasts. Huntington’s reasonable and supportable forecast period reverts to a historical norm based on inputs within approximately two to three years. The reversion period is dependent on the state of the economy at the beginning of the forecast. Historical credit experience provides the basis for the estimation of expected credit losses, with adjustments made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels and terms, as well as for changes in the macroeconomic environment. The contractual terms of financial assets are adjusted for expected prepayments and any extensions outside of Huntington’s control. 2025 Form 10-K 109 Table of Contents The ACL is measured on a collective basis when similar risk characteristics exist. Loans that are determined to have unique risk characteristics are evaluated on an individual basis by management. If a loan is determined to be collateral dependent or meets the criteria to apply the collateral dependent practical expedient, expected credit losses are determined based on the fair value of the collateral at the reporting date, less costs to sell as appropriate. Management believes the products within each of the entity’s portfolio classes exhibit similar risk characteristics. Huntington has identified its portfolio classes as disclosed in Note 5 - “ Loans and Leases .” In addition to the transaction reserve described above, Huntington also maintains a general reserve that consists of various risk-profile reserve components. The risk-profile components consider items unique to Huntington’s structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the loan portfolios including, but not limited to, economic uncertainty, concentrations, portfolio composition, industry comparisons and internal review functions. Huntington has elected to exclude accrued interest receivable from the measurement of its ACL given the well-defined non-accrual policies in place for all loan portfolios which results in timely reversal of outstanding interest through interest income. The estimate for the off-balance sheet exposures, the AULC, is determined using the same procedures and methodologies as used for the loan and lease portfolio supplemented by the information related to future draws and related credit loss expectations. The AULC is recorded in other liabilities in the Consolidated Balance Sheets. HTM Securities - The allowance for HTM debt securities is estimated using a CECL methodology. Any expected credit loss is provided through the allowance for credit loss on HTM securities and is deducted from the amortized cost basis of the security so that the balance sheet reflects the net amount Huntington expects to collect. Nearly all of Huntington’s HTM debt securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Accordingly, there is a zero credit loss expectation on these securities. AFS Securitie s - Huntington evaluates its AFS investment securities portfolio on a quarterly basis for indicators of impairment. Huntington assesses whether an impairment has occurred when the fair value of a debt security is less than the amortized cost at the balance sheet date. Management reviews the amount of unrealized loss, the credit rating history, market trends of similar security classes, time remaining to maturity, and the source of both interest and principal payments to identify securities which could potentially be impaired. For those debt securities that Huntington intends to sell or is more likely than not required to sell, before the recovery of their amortized cost basis, the difference between fair value and amortized cost is considered to be impaired and is recognized in provision for credit losses. For those debt securities that Huntington does not intend to sell or is not more likely than not required to sell, prior to expected recovery of amortized cost basis, the credit portion of the impairment is recognized through an allowance in provision for credit losses while the noncredit portion is recognized in OCI. In determining the credit portion, Huntington uses a discounted cash flow analysis, which includes evaluating the timing and amount of the expected cash flows. Non-credit-related impairment results from other factors, including increased liquidity spreads and higher interest rates. Charge-off of Uncollectible Loans — Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency and that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs, unless the repayment is likely to occur based on objective evidence. Commercial loans and leases are generally either charged off or written down to net realizable value at 90 -days past due. Automobile, RV and marine, and other consumer loans are generally charged-off at 120 -days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150 -days past due and 120 -days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral at 150 -days past due. 110 Huntington Bancshares Incorporated Table of Contents Collateral — Huntington pledges assets as collateral as required for various transactions, including security repurchase agreements, public deposits, loan notes, derivative financial instruments, short-term borrowings, and long-term borrowings. Assets that have been pledged as collateral, including those that can be sold or repledged by the secured party, continue to be reported on the Consolidated Balance Sheets. Huntington also accepts collateral, primarily as part of various transactions including derivative instruments and security resale agreements. Collateral received is excluded from the Consolidated Balance Sheets. Premises and Equipment — Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the related assets. Buildings and building improvements are depreciated over an average of 30 to 40 years and 10 to 30 years, respectively. Land improvements and furniture and fixtures are depreciated over an average of 5 to 20 years, while equipment is depreciated over a range of 3 to 10 years. Leasehold improvements are amortized over the lesser of the asset’s useful life or the lease term, including any renewal periods for which renewal is reasonably assured. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Mortgage Servicing Rights — Huntington recognizes the rights to service mortgage loans as an asset when servicing is contractually separated from the underlying mortgage loans by sale or securitization of the loans with servicing rights retained or when purchased. MSRs are included in servicing rights and other intangible assets in the Consolidated Balance Sheets. All MSR assets are recorded at fair value. Any change in the fair value of MSRs during the period is recorded in mortgage banking income. Goodwill and Other Intangible Assets — Under the acquisition method of accounting, the net assets of entities acquired by Huntington are recorded at their estimated fair value at the date of acquisition. The excess cost of consideration paid over the fair value of net assets acquired is recorded as goodwill. Goodwill is evaluated for impairment on an annual basis as of October 1 st of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Other intangible assets with finite useful lives are amortized either on an accelerated or straight-line basis over their estimated useful lives. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Operating Leases (Lessee) — Huntington has elected not to include non-lease components in the measurement of right-of-use assets, and as such allocates the costs attributable to such components, where those costs are not separately identifiable, via per-square-foot costing analysis developed by the entity for owned and leased spaces. Huntington uses a portfolio approach to develop discount rates as its lease portfolio is comprised of substantially all branch space and office space used in the entity’s operations. That rate, an input used in the measurement of the entity’s right-of-use assets, leverages an incremental borrowing rate of appropriate tenor and collateralization. Derivative Financial Instruments — Derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability (in other assets and other liabilities, respectively) and measured at fair value. Accounting for changes in fair value of derivatives depends on whether the derivative is designated and qualifies in a hedging relationship. At inception a derivative contract can be designated as: • a qualifying hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge); • a qualifying hedge of the variability of cash flows to be received or paid related to a recognized asset, liability or forecasted transaction (cash flow hedge); or • a qualifying hedge of Huntington’s investment in non-U.S. dollar functional currency entities (net investment hedge). 2025 Form 10-K 111 Table of Contents Changes in the fair value of a derivative that has been designated and qualifies as a fair value hedge, along with the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of a derivative that has been designated and qualifies as a cash flow hedge are recorded in other comprehensive income, net of income taxes, and reclassified into earnings in the period during which the hedged item affects earnings. Changes in the fair value of derivatives that have been designated as net investment hedges are recorded in other comprehensive income, net of income taxes, and reclassified into earnings during the period the foreign entity is substantially liquidated or other elements of the currency translation adjustment are reclassified into earnings. Changes in the fair value of derivatives which do not qualify for hedge accounting are reported in current period earnings. For those derivatives to which hedge accounting is applied, Huntington formally documents the hedging relationship and the risk management objective and strategy for undertaking the hedge. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, and, unless the hedge meets all of the criteria to assume there is no ineffectiveness, the method that will be used to assess the effectiveness of the hedging instrument. Huntington typically assesses effectiveness using statistical regression at inception and on an ongoing basis. Hedge accounting is discontinued prospectively when: • the derivative is no longer effective or expected to be effective in offsetting changes in the fair value, cash flows or changes in net investment of a hedged item (including firm commitments or forecasted transactions); • the derivative expires, is sold, terminated, or exercised; • the forecasted transaction is no longer probable of occurring by the end of the originally specified time period; • the hedged firm commitment no longer meets the definition of a firm commitment; or • the designation of the derivative as a hedging instrument is removed. When hedge accounting is discontinued and the derivative no longer qualifies as an effective fair value, cash flow or net investment hedge, the derivative continues to be carried on the balance sheet at fair value and changes in fair value will be recorded in current period earnings unless re-designated. Huntington offsets the fair value amounts recognized for derivative instruments and the fair value for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement. Fair Value Measurements — The Company records or discloses certain of its assets and liabilities at fair value. Additionally, the Company will utilize fair value for recording certain assets acquired in a business combination as well as assessing certain assets for impairment. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are classified within one of three levels in a valuation hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 112 Huntington Bancshares Incorporated Table of Contents Bank Owned Life Insurance — Huntington’s bank owned life insurance policies are recorded at their cash surrender value. Huntington recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits. A portion of the cash surrender value is supported by holdings in separate accounts. Book value protection for the separate accounts is provided by the insurance carriers and a highly rated major bank. Transfers of Financial Assets and Securitizations — Transfers of financial assets in which we have surrendered control over the transferred assets are accounted for as sales. In assessing whether control has been surrendered, Huntington considers whether the transferee would be a consolidated affiliate, the existence and extent of any continuing involvement in the transferred financial assets, and the impact of all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of transfer. Control is generally considered to have been surrendered when (i) the transferred assets have been legally isolated from Huntington or any of its consolidated affiliates, even in bankruptcy or other receivership, (ii) the transferee (or, if the transferee is an entity whose sole purpose is to engage in securitization or asset-backed financing that is constrained from pledging or exchanging the assets it receives, each third-party holder of its beneficial interests) has the right to pledge or exchange the assets (or beneficial interests) it received without any constraints that provide more than a trivial benefit to Huntington, and (iii) neither Huntington nor its consolidated affiliates and agents have (a) both the right and obligation under any agreement to repurchase or redeem the transferred assets before their maturity, (b) the unilateral ability to cause the holder to return specific financial assets that also provides Huntington with a more-than-trivial benefit (other than through a cleanup call) or (c) an agreement that permits the transferee to require Huntington to repurchase the transferred assets at a price so favorable that it is probable that it will require Huntington to repurchase them. If the sale criteria are met, the transferred financial assets are removed from the balance sheet and a gain or loss on sale is recognized. If the sale criteria are not met, the transfer is recorded as a secured borrowing in which the assets remain on the balance sheet and the proceeds from the transaction are recognized as a liability. For the majority of financial asset transfers, it is clear whether or not Huntington has surrendered control. For other transfers, such as in the case of complex transactions or where Huntington have continuing involvement, we generally obtain a legal opinion as to whether the transfer results in a true sale by law. Gains and losses on the loans and leases sold and servicing rights associated with loan and lease sales are determined when the related loans or leases are sold to either a securitization trust or third-party. For loan or lease sales with servicing retained, a servicing asset is recorded at fair value for the right to service the loans sold. Pension and Other Postretirement Benefits — Huntington recognizes the funded status of the postretirement benefit plans on the Consolidated Balance Sheets. Net postretirement benefit cost charged to current earnings related to these plans is predominantly based on various actuarial assumptions regarding expected future experience. Certain employees are participants in various defined contribution and other non-qualified supplemental retirement plans. Contributions to defined contribution plans are charged to current earnings. In addition, Huntington maintains a 401(k) plan covering substantially all employees. Employer contributions to the plan are charged to current earnings. Revenue Recognition — Huntington earns a variety of revenue including interest and fees from customers as well as revenues from non-customers. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC 606. Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income. 2025 Form 10-K 113 Table of Contents Huntington recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which Huntington expects to be entitled to in exchange for transferring goods or services to a customer. When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved. Generally, the variability relating to the consideration is explicitly stated in the contracts, but may also arise from Huntington’s customer business practices, for example, waiving certain fees related to customers deposit accounts. Huntington’s contracts generally do not contain terms that require significant judgment to determine the variability impacting the transaction price. Control is transferred to a customer either at a point in time or over time. A performance obligation is deemed satisfied when the control over goods or services is transferred to the customer. To determine when control is transferred at a point in time, Huntington considers indicators, including, but not limited to, the right to payment for the asset, transfer of significant risk and rewards of ownership of the asset and acceptance of the asset by the customer. Refer to Note 15 - “ Revenue from Contracts with Customers ” for details related to revenue from contracts with customers within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Income Taxes — Income taxes are accounted for under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income at the time of enactment of such change in tax rates. Any interest or penalties due for payment of income taxes are included in the provision for income taxes. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is recorded. All positive and negative evidence is reviewed when determining how much of a valuation allowance is recognized on a quarterly basis. In determining the requirements for a valuation allowance, sources of possible taxable income are evaluated including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in appropriate carryback years, and tax-planning strategies. Huntington applies a more likely than not recognition threshold for all tax uncertainties. Share-Based Compensation — Huntington uses the fair value based method of accounting for awards of HBAN stock granted to employees under various share-based compensation plans. Share-based compensation costs are recognized prospectively for all new awards granted under these plans. Compensation expense relating to stock options is calculated using a methodology that is based on the underlying assumptions of the Black-Scholes option pricing model and is charged to expense over the requisite service period (e.g., vesting period) taking into account retirement eligibility. Compensation expense relating to restricted stock awards is based upon the fair value of the awards on the date of grant and is charged to earnings over the requisite service period (e.g., vesting period) taking into account the retirement eligibility of the award. Stock Repurchases — Acquisitions of Huntington stock are recorded at cost. 114 Huntington Bancshares Incorporated Table of Contents 2. ACCOUNTING STANDARDS UPDATE Accounting standards adopted in the current period Standard Summary of guidance Effects on financial statements ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures • Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria. • Requires disclosure of the amount of net income taxes paid for federal, state, and foreign taxes, including amounts in each jurisdiction where net taxes paid are equal to or greater than a 5% quantitative threshold. • Requires disclosure of pre-tax income disaggregated between domestic and foreign tax jurisdictions, as well as income tax expense disaggregated by federal, state, and foreign jurisdictions. • Effective for fiscal years beginning after December 15, 2024, with the first disclosure additions included in this Annual Report on Form 10-K for the year ended December 31, 2025. • The amendments have been applied on a retrospective basis. • The adoption did not have a material impact on Huntington’s Consolidated Financial Statements. • See Note 18 - “Income Taxes” for additional disclosure information. ASU 2025-08 - Financial Instruments—Credit Losses (Topic 326): Purchased Loans • Expands the population of acquired financial assets accounted for subject to the gross-up approach to include acquired loans (excluding credit cards) which are deemed “purchased seasoned loans” and accounted for using the gross-up approach upon acquisition if certain criteria are met. • Requires recognition of an allowance for credit losses at acquisition for purchased seasoned loans similar to recognition for purchased financial assets with credit deterioration. • Effective for interim and annual reporting periods beginning after December 15, 2026. • The amendments should be applied on a prospective basis, with early adoption permitted in an interim or annual reporting period in which financial statements have not yet been issued. • Huntington elected to early adopt ASU 2025-08 as of October 1, 2025. Accounting standards yet to be adopted Standard Summary of guidance Effects on financial statements ASU 2025-09 - Derivatives and Hedging (Topic 815): Hedge Accounting Improvements • More closely aligns hedge accounting with the economics of an entity’s risk management activities. • Allows grouping of forecasted transactions with similar risk exposure. • Enables hedging of variable price components of forecasted purchases or sales of nonfinancial assets. • Introduces a model for hedging interest payments on debt instruments with multiple rate options and allows a borrower to select a documented interest rate index and/or tenor without automatically discontinuing hedge accounting. • Removes the requirement for net written option test in certain compound derivative hedges. • Effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted on any date on or after issuance of the ASU. • The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption. • In the period of adoption, an entity must disclose the nature of, and reason for, the change in accounting principle and the method of applying the change. • Huntington is in the process of evaluating the impact of this ASU on its consolidated financial statements. 2025 Form 10-K 115 Table of Contents 3. BUSINESS COMBINATIONS Veritex Acquisition On October 20, 2025, Huntington completed its previously announced acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, pursuant to the Agreement and Plan of Merger dated July 13, 2025 (“Veritex Merger Agreement”). Upon completion of the acquisition, Veritex merged with and into Huntington, with Huntington as the surviving company, immediately followed by the merger of Veritex’s wholly owned subsidiary bank, Veritex Community Bank, with and into Huntington’s wholly owned subsidiary bank, Huntington National Bank, with Huntington National Bank as the surviving bank. Under the terms of the agreement, Huntington issued 1.95 shares of its common stock for each outstanding share of Veritex common stock (“Veritex Merger Consideration”), in a 100% stock transaction, with cash paid in lieu of fractional shares. In addition, each holder of an outstanding Veritex stock option received cash equal to the per-share value of the Veritex Merger Consideration over the per-share exercise price, while any Veritex stock option with a per-share exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration, and each outstanding restricted stock unit representing a right to receive Veritex common stock was converted into a restricted stock unit representing a right to receive Huntington’s common stock as adjusted by the 1.95 exchange ratio. Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $ 1.7 billion based on the closing price of the Company’s common stock on October 17, 2025. The acquisition of Veritex constituted a business combination in accordance with ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the assets and liabilities from Veritex are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. The purchase consideration allocation is considered preliminary as certain estimates related to the assets acquired and liabilities assumed are subject to continuing refinement. Valuations subject to refinement include, but are not limited to, loans, certain deposits, certain other assets, and the core deposit intangible asset. 116 Huntington Bancshares Incorporated Table of Contents Preliminary Allocation of Purchase Consideration The following table provides the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed from Veritex as of October 20, 2025. (dollar amounts in millions) Fair Value Purchase consideration Fair value of common stock issued $ 1,659 Fair value of equity-based awards 23 Cash 2 Total consideration $ 1,684 Assets acquired Cash and due from banks $ 19 Interest-earning deposits with banks 943 Available-for-sale securities 1,274 Other securities 76 Loans held for sale 83 Loans and leases 9,300 Allowance for loan and lease losses ( 143 ) Net loans and leases 9,157 Bank owned life insurance 87 Premises and equipment 135 Servicing rights and other intangible assets 105 Other assets 147 Total assets acquired $ 12,026 Liabilities assumed Deposits $ 10,516 Long-term debt 159 Other liabilities 117 Total liabilities assumed $ 10,792 Preliminary fair value of net assets acquired $ 1,234 Preliminary goodwill $ 450 In connection with the acquisition, Huntington recorded preliminary goodwill of $ 450 million, none of which is anticipated to be deductible for tax purposes. The preliminary goodwill is primarily attributable to expected synergies, operational efficiencies, and other factors to arise from the transaction. Information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 8 - “ Goodwill and Other Intangible Assets ” of the Notes to Consolidated Financial Statements. The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed. Cash and due from banks and interest-earning deposits with banks: The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets. Securities: Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market. In the absence of observable inputs, fair value was estimated based on pricing models and/or discounted cash flow methodologies. 2025 Form 10-K 117 Table of Contents Loans and leases: Fair values for loans and leases were based on a discounted cash flow methodology that considered factors including the type of loan and lease and related collateral, classification status, fixed or variable interest rate, term, amortization status and current discount rates. Loans and leases were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans and leases were based on current market rates for new originations of comparable loans and leases and include adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows. Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ALLL on the date of acquisition using the same methodology as other loans and leases held-for-investment. In addition, Huntington adopted ASU 2025-08 as of October 1, 2025. Accordingly, the initial estimate of expected credit losses recognized in the ALLL included both PCD and non-PCD loans which were deemed purchased seasoned loans. The following table includes the fair value and unpaid principal balance of the acquired loans and leases. (dollar amounts in millions) Unpaid principal balance Premium/(discount) Loans and leases Allowance for loan losses Net loans and leases Non-PCD loans $ 7,310 $ ( 32 ) $ 7,278 $ ( 72 ) $ 7,206 PCD loans 2,027 ( 5 ) 2,022 ( 71 ) 1,951 Total $ 9,337 $ ( 37 ) $ 9,300 $ ( 143 ) $ 9,157 CDI: Huntington recorded a CDI of $ 95 million as of the acquisition date, which represents the low cost of funding acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received. Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits were estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits. Pro Forma Financial Information (Unaudited) Huntington's operating results for the year ended December 31, 2025 include the operating results of the acquired assets and assumed liabilities of Veritex subsequent to the acquisition on October 20, 2025. Due to the streamlining and integration of the operating activities into those of Huntington post-acquisition, historical reporting for the former Veritex operations is impracticable, and thus disclosures of the revenue from the assets acquired and income before income taxes are impracticable for the period subsequent to acquisition. 118 Huntington Bancshares Incorporated Table of Contents The following table presents unaudited pro forma combined information as if the acquisition of Veritex had occurred on January 1, 2024 under the “Unaudited Pro Forma Combined Results” columns. The pro forma adjustments give effect to any change in interest income due to the accretion of the net discount associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits and long-term debt, and the amortization of the CDI that would have resulted had the deposits been acquired as of January 1, 2024. Pro forma combined results for the year ended December 31, 2025 include $ 125 million of Huntington acquisition-related expenses attributable to the Veritex acquisition, which primarily included, but were not limited to, severance costs, professional services, and data processing fees. Pro forma combined results also include adjustments for the elimination of Veritex’s intangible amortization expense and related income tax effects. The pro forma information does not necessarily reflect the results of operations that would have occurred had Huntington acquired Veritex on January 1, 2024. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma combined amounts. Unaudited Pro Forma Combined Results For Year Ended December 31, (dollar amounts in millions) 2025 2024 Net interest income $ 6,316 $ 5,721 Noninterest income 2,222 2,085 Net income attributable to Huntington 2,281 2,032 Cadence Acquisition Effective February 1, 2026, Huntington completed its previously announced acquisition of Cadence Bank (“Cadence”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, pursuant to the Agreement and Plan of Merger dated October 26, 2025 (“Cadence Merger Agreement”). Upon completion of the acquisition, Cadence merged with and into Huntington National Bank, Huntington’s wholly owned subsidiary bank, with Huntington National Bank as the surviving bank. Under the terms of the Cadence Merger Agreement, Huntington issued 2.475 shares for each outstanding share of Cadence in a 100 % stock transaction. Based on Huntington’s closing price of $ 17.48 as of January 30, 2026, the consideration is valued at approximately $ 8.1 billion. Each outstanding share of 5.50 % Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive 1/1000 of a share of a newly created 5.50 % Series L Non-Cumulative Perpetual Preferred Stock of Huntington. As of December 31, 2025, Cadence had $ 54 billion in assets, including $ 37 billion in loans, and $ 44 billion in deposits. The merger will be accounted for under ASC 805 as a business combination. Due to the recent closing of the merger, the initial accounting for the business combination, including the purchase price allocation, is incomplete and is expected to be completed in the first quarter of 2026. 2025 Form 10-K 119 Table of Contents 4. INVESTMENT SECURITIES AND OTHER SECURITIES Debt securities are classified as held-to-maturity when Huntington has the intent and ability to hold the securities to their maturity . All other debt and equity securities are classified as either available-for-sale or other securities. The following tables provide amortized cost, fair value, and gross unrealized gains and losses by investment category. Unrealized (dollar amounts in millions) Amortized Cost (1)(2) Gross Gains Gross Losses Fair Value At December 31, 2025 Available-for-sale securities: U.S. Treasury $ 4,590 $ 45 $ — $ 4,635 Federal agencies: Residential MBS 11,031 3 ( 1,365 ) 9,669 Residential CMO 5,496 9 ( 308 ) 5,197 Commercial MBS 2,488 — ( 657 ) 1,831 Other agencies 153 — ( 3 ) 150 Total U.S. Treasury, federal agency, and other agency securities 23,758 57 ( 2,333 ) 21,482 Municipal securities 4,215 9 ( 81 ) 4,143 Corporate debt 193 — ( 15 ) 178 Asset-backed securities 229 — ( 8 ) 221 Private-label CMO 105 — ( 7 ) 98 Other securities/sovereign debt 10 — — 10 Total available-for-sale securities $ 28,510 $ 66 $ ( 2,444 ) $ 26,132 Held-to-maturity securities: U.S. Treasury $ 2,349 $ 19 $ — $ 2,368 Federal agencies: Residential MBS 7,718 1 ( 941 ) 6,778 Residential CMO 3,865 5 ( 520 ) 3,350 Commercial MBS 1,278 — ( 184 ) 1,094 Other agencies 47 — ( 2 ) 45 Total U.S. Treasury, federal agency, and other agency securities 15,257 25 ( 1,647 ) 13,635 Municipal securities 1 — — 1 Total held-to-maturity securities $ 15,258 $ 25 $ ( 1,647 ) $ 13,636 Other securities, at cost: Non-marketable equity securities: FRB stock $ 616 $ — $ — $ 616 FHLB stock 288 — — 288 Other non-marketable equity securities 48 — — 48 Other securities, at fair value: Mutual funds 30 — — 30 Equity securities 12 — — 12 Total other securities $ 994 $ — $ — $ 994 (1) Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheet s . At December 31, 2025, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $ 106 million and $ 44 million, respectively. (2) Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $ 177 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities. 120 Huntington Bancshares Incorporated Table of Contents Unrealized (dollar amounts in millions) Amortized Cost (1)(2) Gross Gains Gross Losses Fair Value At December 31, 2024 Available-for-sale securities: U.S. Treasury $ 6,588 $ 11 $ ( 43 ) $ 6,556 Federal agencies: Residential MBS 11,988 — ( 1,971 ) 10,017 Residential CMO 3,778 1 ( 434 ) 3,345 Commercial MBS 2,519 — ( 767 ) 1,752 Other agencies 135 — ( 5 ) 130 Total U.S. Treasury, federal agency, and other agency securities 25,008 12 ( 3,220 ) 21,800 Municipal securities 4,119 1 ( 132 ) 3,988 Corporate debt 1,157 — ( 102 ) 1,055 Asset-backed securities 330 — ( 19 ) 311 Private-label CMO 119 — ( 10 ) 109 Other securities/sovereign debt 10 — — 10 Total available-for-sale securities $ 30,743 $ 13 $ ( 3,483 ) $ 27,273 Held-to-maturity securities: U.S. Treasury $ 2,045 $ — $ ( 22 ) $ 2,023 Federal agencies: Residential MBS 8,533 — ( 1,336 ) 7,197 Residential CMO 4,309 3 ( 691 ) 3,621 Commercial MBS 1,407 — ( 231 ) 1,176 Other agencies 73 — ( 5 ) 68 Total U.S. Treasury, federal agency, and other agency securities 16,367 3 ( 2,285 ) 14,085 Municipal securities 1 — — 1 Total held-to-maturity securities $ 16,368 $ 3 $ ( 2,285 ) $ 14,086 Other securities, at cost: Non-marketable equity securities: FRB stock $ 521 $ — $ — $ 521 FHLB stock 246 — — 246 Other non-marketable equity securities 25 — — 25 Other securities, at fair value: Mutual funds 29 — — 29 Equity securities 1 1 — 2 Total other securities $ 822 $ 1 $ — $ 823 (1) Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheet s . At December 31, 2024, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $ 89 million and $ 46 million, respectively. (2) Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $ 458 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities. 2025 Form 10-K 121 Table of Contents The following table provides the amortized cost and fair value of securities by contractual maturity. Expected maturities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without incurring penalties. At December 31, 2025 2024 (dollar amounts in millions) Amortized Cost Fair Value Amortized Cost Fair Value Available-for-sale securities: Under 1 year $ 1,369 $ 1,365 $ 3,620 $ 3,624 After 1 year through 5 years 5,581 5,595 5,993 5,844 After 5 years through 10 years 1,899 1,784 1,857 1,732 After 10 years 19,661 17,388 19,273 16,073 Total available-for-sale securities $ 28,510 $ 26,132 $ 30,743 $ 27,273 Held-to-maturity securities: Under 1 year $ 603 $ 604 $ 255 $ 256 After 1 year through 5 years 1,773 1,791 1,818 1,796 After 5 years through 10 years 144 134 65 60 After 10 years 12,738 11,107 14,230 11,974 Total held-to-maturity securities $ 15,258 $ 13,636 $ 16,368 $ 14,086 The following tables provide detail on investment securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position. Less than 12 Months Over 12 Months Total (dollar amounts in millions) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses At December 31, 2025 Available-for-sale securities: U.S. Treasury $ — $ — $ 439 $ — $ 439 $ — Federal agencies: Residential MBS 55 — 9,185 ( 1,365 ) 9,240 ( 1,365 ) Residential CMO 51 — 2,665 ( 308 ) 2,716 ( 308 ) Commercial MBS 23 — 1,782 ( 657 ) 1,805 ( 657 ) Other agencies 15 — 74 ( 3 ) 89 ( 3 ) Total U.S. Treasury, federal agency, and other agency securities 144 — 14,145 ( 2,333 ) 14,289 ( 2,333 ) Municipal securities 1,043 ( 14 ) 1,892 ( 67 ) 2,935 ( 81 ) Corporate debt 2 — 176 ( 15 ) 178 ( 15 ) Asset-backed securities 9 — 207 ( 8 ) 216 ( 8 ) Private-label CMO — — 79 ( 7 ) 79 ( 7 ) Total temporarily impaired available-for-sale securities $ 1,198 $ ( 14 ) $ 16,499 $ ( 2,430 ) $ 17,697 $ ( 2,444 ) Held-to-maturity securities: U.S. Treasury $ — $ — $ 289 $ — $ 289 $ — Federal agencies: Residential MBS — — 6,694 ( 941 ) 6,694 ( 941 ) Residential CMO 48 — 2,956 ( 520 ) 3,004 ( 520 ) Commercial MBS — — 1,094 ( 184 ) 1,094 ( 184 ) Other agencies — — 45 ( 2 ) 45 ( 2 ) Total U.S. Treasury, federal agency, and other agency securities 48 — 11,078 ( 1,647 ) 11,126 ( 1,647 ) Municipal securities — — 1 — 1 — Total temporarily impaired held-to-maturity securities $ 48 $ — $ 11,079 $ ( 1,647 ) $ 11,127 $ ( 1,647 ) 122 Huntington Bancshares Incorporated Table of Contents Less than 12 Months Over 12 Months Total (dollar amounts in millions) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses At December 31, 2024 Available-for-sale securities: U.S. Treasury $ 3,153 $ ( 43 ) $ — $ — $ 3,153 $ ( 43 ) Federal agencies: Residential MBS 275 ( 5 ) 9,676 ( 1,966 ) 9,951 ( 1,971 ) Residential CMO 243 ( 1 ) 2,802 ( 433 ) 3,045 ( 434 ) Commercial MBS — — 1,752 ( 767 ) 1,752 ( 767 ) Other agencies 21 — 69 ( 5 ) 90 ( 5 ) Total U.S. Treasury, federal agency, and other agency securities 3,692 ( 49 ) 14,299 ( 3,171 ) 17,991 ( 3,220 ) Municipal securities 985 ( 25 ) 2,336 ( 107 ) 3,321 ( 132 ) Corporate debt — — 1,053 ( 102 ) 1,053 ( 102 ) Asset-backed securities 49 — 263 ( 19 ) 312 ( 19 ) Private-label CMO — — 87 ( 10 ) 87 ( 10 ) Total temporarily impaired available-for-sale securities $ 4,726 $ ( 74 ) $ 18,038 $ ( 3,409 ) $ 22,764 $ ( 3,483 ) Held-to-maturity securities: U.S. Treasury $ 1,581 $ ( 22 ) $ — $ — $ 1,581 $ ( 22 ) Federal agencies: Residential MBS 99 ( 2 ) 7,097 ( 1,334 ) 7,196 ( 1,336 ) Residential CMO 163 ( 1 ) 3,152 ( 690 ) 3,315 ( 691 ) Commercial MBS — — 1,176 ( 231 ) 1,176 ( 231 ) Other agencies — — 69 ( 5 ) 69 ( 5 ) Total U.S. Treasury, federal agency, and other agency securities 1,843 ( 25 ) 11,494 ( 2,260 ) 13,337 ( 2,285 ) Municipal securities — — 1 — 1 — Total temporarily impaired held-to-maturity securities $ 1,843 $ ( 25 ) $ 11,495 $ ( 2,260 ) $ 13,338 $ ( 2,285 ) At December 31, 2025 and December 31, 2024, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements, and to support borrowing capacity, totaled $ 29.7 billion and $ 37.7 billion, respectively. There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either December 31, 2025 or December 31, 2024. At December 31, 2025, substantially all HTM debt securities were comprised of securities issued by government-sponsored entities or explicitly guaranteed by the U.S. government. In addition, there were no HTM debt securities considered past due at December 31, 2025. Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2025, Huntington has concluded that, except for one municipal bond classified as an AFS debt security for which $ 2 million of write-downs were recognized during 2024, it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio. Huntington recognized a $ 3 million recovery during the first quarter of 2025 related to one AFS municipal security that had previously been written down. There was no allowance related to securities as of December 31, 2025 or December 31, 2024. 2025 Form 10-K 123 Table of Contents 5. LOANS AND LEASES The following table provides a detailed listing of Huntington’s loan and lease portfolio. At December 31, (dollar amounts in millions) 2025 2024 Commercial loan and lease portfolio: Commercial and industrial $ 69,442 $ 56,809 Commercial real estate 15,209 11,078 Lease financing 5,727 5,454 Total commercial loan and lease portfolio 90,378 73,341 Consumer loan portfolio: Residential mortgage 24,777 24,242 Automobile 16,168 14,564 Home equity 10,395 10,142 RV and marine 5,682 5,982 Other consumer 2,242 1,771 Total consumer loan portfolio 59,264 56,701 Total loans and leases (1)(2) 149,642 130,042 Allowance for loan and lease losses ( 2,537 ) ( 2,244 ) Net loans and leases $ 147,105 $ 127,798 (1) Loans and leases are reported at principal amount outstanding, including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net discount of $ 815 million and $ 468 million at December 31, 2025 and 2024, respectively. (2) The total amount of accrued interest recorded for loans and leases at December 31, 2025 was $ 358 million and $ 253 million of commercial and consumer loan and lease portfolios, respectively and at December 31, 2024, was $ 316 million and $ 235 million of commercial and consumer loan and lease portfolios, respectively. Accrued interest is presented in accrued income and other receivables within the Condensed Consolidated Balance Sheet s. Lease Financing The following table presents net investments in lease financing receivables by category. At December 31, (dollar amounts in millions) 2025 2024 Lease payments receivable $ 5,379 $ 5,189 Estimated residual value of leased assets 1,011 884 Gross investment in lease financing receivables 6,390 6,073 Deferred origination costs 58 56 Deferred fees, unearned income and other ( 721 ) ( 675 ) Total lease financing receivables $ 5,727 $ 5,454 The carrying value of residual values guaranteed was $ 419 million and $ 517 million as of December 31, 2025 and December 31, 2024, respectively. The future lease rental payments due from customers on direct financing leases at December 31, 2025, totaled $ 5.4 billion and were due as follows: $ 1.2 billion in 2026, $ 1.1 billion in 2027, $ 1.0 billion in 2028, $ 901 million in 2029, $ 623 million in 2030, and $ 636 million thereafter. Interest income recognized for these types of leases was $ 365 million, $ 336 million, and $ 287 million for the years 2025, 2024, and 2023, respectively. 124 Huntington Bancshares Incorporated Table of Contents Nonaccrual and Past Due Loans and Leases The following table presents NALs by loan class. At December 31, 2025 At December 31, 2024 (dollar amounts in millions) Nonaccrual loans and leases with no ACL Total nonaccrual loans and leases Nonaccrual loans and leases with no ACL Total nonaccrual loans and leases Commercial and industrial $ 76 $ 562 $ 71 $ 457 Commercial real estate 81 133 75 118 Lease financing 4 8 — 10 Residential mortgage 5 107 — 83 Automobile — 6 — 6 Home Equity — 113 — 107 RV and marine — 2 — 2 Total nonaccrual loans and leases $ 166 $ 931 $ 146 $ 783 The total amount of interest recorded to interest income for NAL loans was $ 35 million, $ 26 million, and $ 21 million in 2025, 2024, and 2023, respectively. The following table presents an aging analysis of loans and leases, by class. Past Due (1) Loans Accounted for Under FVO Total Loans and Leases 90 or more days past due and accruing (dollar amounts in millions) 30-59 Days 60-89 Days 90 or more days Total Current At December 31, 2025 Commercial and industrial $ 144 $ 78 $ 332 $ 554 $ 68,888 $ — $ 69,442 $ 1 (2) Commercial real estate 31 2 101 134 15,075 — 15,209 — Lease financing 30 32 10 72 5,655 — 5,727 9 Residential mortgage 239 100 305 644 23,966 167 24,777 232 (3) Automobile 132 33 18 183 15,985 — 16,168 14 Home equity 60 30 89 179 10,216 — 10,395 16 RV and marine 25 10 5 40 5,642 — 5,682 4 Other consumer 18 6 7 31 2,211 — 2,242 6 Total loans and leases $ 679 $ 291 $ 867 $ 1,837 $ 147,638 $ 167 $ 149,642 $ 282 At December 31, 2024 Commercial and industrial $ 96 $ 46 $ 232 $ 374 $ 56,435 $ — $ 56,809 $ 3 (2) Commercial real estate 35 — 39 74 11,004 — 11,078 — Lease financing 56 23 14 93 5,361 — 5,454 11 Residential mortgage 196 98 242 536 23,533 173 24,242 185 (3) Automobile 117 27 16 160 14,404 — 14,564 12 Home equity 64 32 92 188 9,954 — 10,142 20 RV and marine 26 7 5 38 5,944 — 5,982 4 Other consumer 13 5 4 22 1,749 — 1,771 4 Total loans and leases $ 603 $ 238 $ 644 $ 1,485 $ 128,384 $ 173 $ 130,042 $ 239 (1) NALs are included in this aging analysis based on the loan’s past due status. (2) Amounts include SBA loans and leases. (3) Amounts include mortgage loans insured by U.S. government agencies. 2025 Form 10-K 125 Table of Contents Credit Quality Indicators To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate ACL level for these loans, Huntington utilizes the following internally defined categories of credit grades: • Pass - Higher quality loans that do not fit any of the other categories described below. • OLEM - Loans that have potential weaknesses that may be relatively minor yet represent a credit risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the loan may weaken or the collateral may be inadequate to protect Huntington’s position in the future. For these reasons, Huntington considers the loans to be potential problem loans. • Substandard - Loans that are inadequately protected by the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder normal repayment or collection of the debt. It is likely Huntington will sustain some loss if any identified weaknesses are not mitigated. • Doubtful - Loans that have all of the weaknesses inherent in those loans classified as Substandard, with the added elements that the full collection of the loan is improbable and that the possibility of loss is high. Loans are generally assigned a category of “Pass” rating upon initial approval and subsequently updated as appropriate based on the borrower’s financial performance. Commercial loans categorized as OLEM, Substandard, or Doubtful are considered Criticized loans. Commercial loans categorized as Substandard or Doubtful are both considered Classified loans. For all classes within the consumer loan portfolios, borrower FICO scores are monitored as an indicator of credit quality. Higher FICO scores generally indicate a greater likelihood of repayment, and therefore, higher credit quality. Huntington utilizes the most recent FICO scores, which are obtained from the national credit bureaus and refreshed at least quarterly. Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics. The classifications described above, and also presented in the table below, represent one of those characteristics that are closely monitored in the overall credit risk management processes. 126 Huntington Bancshares Incorporated Table of Contents The following tables present the amortized cost basis of loans and leases by vintage and internally defined credit quality indicator. At December 31, 2025 Term Loans Amortized Cost Basis by Origination Year Revolver Total at Amortized Cost Basis Revolver Total Converted to Term Loans (dollar amounts in millions) 2025 2024 2023 2022 2021 Prior Total Commercial and industrial Credit Quality Indicator: Pass $ 19,465 $ 8,750 $ 4,561 $ 4,189 $ 1,601 $ 2,181 $ 25,228 $ 7 $ 65,982 OLEM 222 226 92 106 14 17 272 — 949 Substandard 513 406 326 285 137 127 717 — 2,511 Doubtful — — — — — — — — — Total Commercial and industrial $ 20,200 $ 9,382 $ 4,979 $ 4,580 $ 1,752 $ 2,325 $ 26,217 $ 7 $ 69,442 Commercial real estate Credit Quality Indicator: Pass $ 3,257 $ 1,813 $ 761 $ 2,491 $ 1,358 $ 2,429 $ 876 $ — $ 12,985 OLEM 58 47 89 398 275 108 — — 975 Substandard 178 87 125 366 197 289 7 — 1,249 Total Commercial real estate $ 3,493 $ 1,947 $ 975 $ 3,255 $ 1,830 $ 2,826 $ 883 $ — $ 15,209 Lease financing Credit Quality Indicator: Pass $ 1,854 $ 1,506 $ 1,091 $ 547 $ 356 $ 303 $ — $ — $ 5,657 OLEM — 7 10 2 3 9 — — 31 Substandard 3 6 11 13 2 4 — — 39 Total Lease financing $ 1,857 $ 1,519 $ 1,112 $ 562 $ 361 $ 316 $ — $ — $ 5,727 Residential mortgage Credit Quality Indicator: 750+ $ 1,515 $ 1,785 $ 2,028 $ 3,755 $ 5,331 $ 5,006 $ — $ — $ 19,420 650-749 638 441 397 638 727 1,076 — — 3,917 <650 88 113 100 165 155 652 — — 1,273 Total Residential mortgage $ 2,241 $ 2,339 $ 2,525 $ 4,558 $ 6,213 $ 6,734 $ — $ — $ 24,610 Automobile Credit Quality Indicator: 750+ $ 4,019 $ 2,692 $ 1,036 $ 754 $ 424 $ 107 $ — $ — $ 9,032 650-749 2,879 1,576 544 369 199 53 — — 5,620 <650 523 428 217 184 123 41 — — 1,516 Total Automobile $ 7,421 $ 4,696 $ 1,797 $ 1,307 $ 746 $ 201 $ — $ — $ 16,168 Home Equity Credit Quality Indicator: 750+ $ 185 $ 164 $ 249 $ 321 $ 376 $ 542 $ 4,909 $ 228 $ 6,974 650-749 56 51 72 62 43 102 2,100 217 2,703 <650 3 8 14 29 7 41 474 142 718 Total Home equity $ 244 $ 223 $ 335 $ 412 $ 426 $ 685 $ 7,483 $ 587 $ 10,395 RV and marine Credit Quality Indicator: 750+ $ 709 $ 716 $ 709 $ 676 $ 586 $ 914 $ — $ — $ 4,310 650-749 172 204 209 164 164 264 — — 1,177 <650 5 19 32 29 37 73 — — 195 Total RV and marine $ 886 $ 939 $ 950 $ 869 $ 787 $ 1,251 $ — $ — $ 5,682 Other consumer Credit Quality Indicator: 750+ $ 388 $ 176 $ 52 $ 25 $ 11 $ 45 $ 619 $ 9 $ 1,325 650-749 172 87 29 9 3 10 485 4 799 <650 14 15 8 4 1 2 66 8 118 Total Other consumer $ 574 $ 278 $ 89 $ 38 $ 15 $ 57 $ 1,170 $ 21 $ 2,242 2025 Form 10-K 127 Table of Contents At December 31, 2024 Term Loans Amortized Cost Basis by Origination Year Revolver Total at Amortized Cost Basis Revolver Total Converted to Term Loans (dollar amounts in millions) 2024 2023 2022 2021 2020 Prior Total Commercial and industrial Credit Quality Indicator: Pass $ 16,097 $ 7,939 $ 6,587 $ 2,747 $ 1,708 $ 1,846 $ 16,790 $ 4 $ 53,718 OLEM 124 80 82 24 7 23 273 — 613 Substandard 445 385 440 209 107 164 690 — 2,440 Doubtful — — 2 — — — 36 — 38 Total Commercial and industrial $ 16,666 $ 8,404 $ 7,111 $ 2,980 $ 1,822 $ 2,033 $ 17,789 $ 4 $ 56,809 Commercial real estate Credit Quality Indicator: Pass $ 1,415 $ 1,010 $ 2,754 $ 1,380 $ 947 $ 1,877 $ 635 $ — $ 10,018 OLEM — 78 114 66 2 64 4 — 328 Substandard 218 37 280 52 10 124 11 — 732 Total Commercial real estate $ 1,633 $ 1,125 $ 3,148 $ 1,498 $ 959 $ 2,065 $ 650 $ — $ 11,078 Lease financing Credit Quality Indicator: Pass $ 2,100 $ 1,610 $ 709 $ 449 $ 349 $ 184 $ — $ — $ 5,401 OLEM 7 2 2 1 1 — — — 13 Substandard 1 6 23 2 7 1 — — 40 Total Lease financing $ 2,108 $ 1,618 $ 734 $ 452 $ 357 $ 185 $ — $ — $ 5,454 Residential mortgage Credit Quality Indicator: 750+ $ 1,725 $ 2,249 $ 3,913 $ 5,617 $ 3,011 $ 2,525 $ — $ — $ 19,040 650-749 768 542 748 781 423 791 — — 4,053 <650 55 64 111 110 68 568 — — 976 Total Residential mortgage $ 2,548 $ 2,855 $ 4,772 $ 6,508 $ 3,502 $ 3,884 $ — $ — $ 24,069 Automobile Credit Quality Indicator: 750+ $ 4,091 $ 1,663 $ 1,343 $ 920 $ 347 $ 113 $ — $ — $ 8,477 650-749 2,560 981 716 459 159 56 — — 4,931 <650 336 250 252 205 76 37 — — 1,156 Total Automobile $ 6,987 $ 2,894 $ 2,311 $ 1,584 $ 582 $ 206 $ — $ — $ 14,564 Home equity Credit Quality Indicator: 750+ $ 214 $ 323 $ 378 $ 445 $ 466 $ 195 $ 4,581 $ 226 $ 6,828 650-749 70 92 74 50 44 78 2,051 214 2,673 <650 2 8 11 6 4 40 431 139 641 Total Home equity $ 286 $ 423 $ 463 $ 501 $ 514 $ 313 $ 7,063 $ 579 $ 10,142 RV and marine Credit Quality Indicator: 750+ $ 928 $ 909 $ 816 $ 718 $ 476 $ 704 $ — $ — $ 4,551 650-749 247 268 201 198 123 226 — — 1,263 <650 7 23 24 35 23 56 — — 168 Total RV and marine $ 1,182 $ 1,200 $ 1,041 $ 951 $ 622 $ 986 $ — $ — $ 5,982 Other consumer Credit Quality Indicator: 750+ $ 321 $ 97 $ 48 $ 22 $ 10 $ 49 $ 467 $ — $ 1,014 650-749 148 55 21 8 2 9 423 7 673 <650 9 10 5 2 1 1 48 8 84 Total Other consumer $ 478 $ 162 $ 74 $ 32 $ 13 $ 59 $ 938 $ 15 $ 1,771 128 Huntington Bancshares Incorporated Table of Contents The following tables present the gross charge-offs of loans and leases by vintage. Term Loans Gross Charge-offs by Origination Year Revolver Gross Charge-offs Revolver Converted to Term Loans Gross Charge-offs (dollar amounts in millions) 2025 2024 2023 2022 2021 Prior Total Year Ended December 31, 2025 Commercial and industrial $ 7 $ 26 $ 69 $ 62 $ 12 $ 20 $ 33 $ 7 $ 236 Commercial real estate 2 8 13 1 — 16 1 — 41 Lease financing — 1 2 4 2 2 — — 11 Residential mortgage — — — — — 4 — — 4 Automobile 8 22 17 16 10 4 — — 77 Home equity — — — — — — 2 4 6 RV and marine — 3 7 5 6 12 — — 33 Other consumer 14 24 16 7 4 13 — 40 118 Total $ 31 $ 84 $ 124 $ 95 $ 34 $ 71 $ 36 $ 51 $ 526 Term Loans Gross Charge-offs by Origination Year Revolver Gross Charge-offs Revolver Converted to Term Loans Gross Charge-offs (dollar amounts in millions) 2024 2023 2022 2021 2020 Prior Total Year Ended December 31, 2024 Commercial and industrial $ 4 $ 26 $ 74 $ 38 $ 14 $ 19 $ 47 $ 3 $ 225 Commercial real estate 12 4 31 3 — 25 4 — 79 Lease financing 2 2 — 2 — 1 — — 7 Residential mortgage — — — — — 3 — — 3 Automobile 5 18 17 14 5 4 — — 63 Home equity — — — — — 1 1 4 6 RV and marine 1 4 5 7 4 10 — — 31 Other consumer 14 25 15 7 3 16 — 37 117 Total $ 38 $ 79 $ 142 $ 71 $ 26 $ 79 $ 52 $ 44 $ 531 Modifications to Debtors Experiencing Financial Difficulty Huntington will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss, proactively work with borrowers in financial difficulty, or to comply with regulations regarding the treatment of certain bankruptcy filing and discharge situations. A restructured note is evaluated to determine if it is considered a new loan or a continuation of the prior loan. A debtor is considered to be experiencing financial difficulty when there is significant doubt about the debtor’s ability to make required payments on the debt or to get equivalent financing from another creditor at a market rate for similar debt. A loan placed on nonaccrual because the borrower is experiencing financial difficulty may be returned to accrual status when all contractually due interest and principal has been paid and the borrower demonstrates the financial capacity to continue to pay as agreed, with the risk of loss diminished. Reported Modification Types Modifications in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension that have occurred in the current reporting period to a borrower experiencing financial difficulty are disclosed along with the financial impact of the modifications. 2025 Form 10-K 129 Table of Contents Huntington will generally try other forms of relief before principal forgiveness but would define any contractual reduction in the amount of principal due without receiving payment or assets as forgiveness. For the purpose of the disclosure, Huntington considers any contractual change in interest rate that results in the borrower receiving a below market rate to be an interest rate reduction. Many factors can go into what is considered an other-than-insignificant payment delay, for example, the significance of the restructured payment amount relative to the normal loan payment or the relative significance of the delay to the original loan terms. Generally, Huntington would consider any delay in payment of greater than 90 days in the last 12 months to be significant. For the purpose of the disclosure, modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions. Following is a description of what is considered a borrower experiencing financial difficulty by the different loan types: Commercial loan modifications – Our strategy involving commercial borrowers generally includes working with these borrowers to allow them time to improve their financial position and remain Huntington customers through restructuring their notes or restructuring elsewhere if necessary. Borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty. A subsequent restructuring or modification of a loan may occur when either the loan matures according to the terms of the modified agreement or the borrower requests a change to the loan agreements. It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. Consumer loan modifications – Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default generally indicate the borrower is experiencing financial difficulty. The primary modifications made to consumer loans are amortization, maturity date, and interest rate changes. Consumer borrowers identified as experiencing financial difficulty are unable to refinance their loans through the Company’s normal origination channels or through other independent sources. Most, but not all, of the loans may be delinquent. Impact on Credit Quality of Borrowers Experiencing Financial Difficulty Huntington’s ALLL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted primarily by changes in these loan level characteristics, such as payment performance. Commercial borrowers experiencing financial difficulty are applied credit quality risk indicators that reflect the increase in default characteristics so that the ALLL reflects the risk of loss. Loans to borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual loans. 130 Huntington Bancshares Incorporated Table of Contents The following table summarizes the amortized cost basis of loans modified during the reporting period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification. Amortized Cost (dollar amounts in millions) Interest rate reduction Term extension Payment deferral Combo - interest rate reduction and term extension Total % of total loan class (1) Year Ended December 31, 2025 Commercial and industrial $ 77 $ 294 $ 1 $ 5 $ 377 0.54 % Commercial real estate 28 203 7 1 239 1.57 Residential mortgage — 54 19 5 78 0.31 Automobile — 10 — 1 11 0.07 Home equity — 9 — 8 17 0.16 RV and marine — 1 — — 1 0.02 Other consumer 1 — — — 1 0.04 Total loans to borrowers experiencing financial difficulty in which modifications were made $ 106 $ 571 $ 27 $ 20 $ 724 0.48 % Year Ended December 31, 2024 Commercial and industrial $ 113 $ 209 $ — $ 64 $ 386 0.68 % Commercial real estate — 233 — 24 257 2.32 Residential mortgage — 51 6 4 61 0.25 Automobile — 11 — 1 12 0.08 Home equity — 6 — 9 15 0.15 RV and marine — 1 — — 1 0.02 Other consumer 2 — — — 2 0.11 Total loans to borrowers experiencing financial difficulty in which modifications were made $ 115 $ 511 $ 6 $ 102 $ 734 0.59 % Year Ended December 31, 2023 Commercial and industrial $ 64 $ 387 $ — $ 4 $ 455 0.90 % Commercial real estate 2 151 — 4 157 1.26 Residential mortgage — 58 2 4 64 0.27 Automobile — 14 — 1 15 0.12 Home equity — 2 — 10 12 0.12 RV and marine — 1 — — 1 0.02 Other consumer 1 — — — 1 0.07 Total loans to borrowers experiencing financial difficulty in which modifications were made $ 67 $ 613 $ 2 $ 23 $ 705 0.58 % (1) Represents the amortized cost of loans modified during the reporting period as a percentage of the period-end loan balance by class. The following table summarizes the weighted-average financial effects of loan modifications made to borrowers experiencing financial difficulty. Interest Rate Reduction (1) Term Extension (1) Weighted-average contractual interest rate Weighted-average years added to the life From To Year Ended December 31, 2025 Commercial and industrial 8.52 % 7.11 % 1.1 Commercial real estate 8.02 6.99 0.9 Residential mortgage 6.3 Year Ended December 31, 2024 Commercial and industrial 8.16 % 7.12 % 1.0 Commercial real estate 8.26 7.90 0.9 Residential mortgage 6.8 Year Ended December 31, 2023 Commercial and industrial 8.62 % 8.05 % 1.0 Commercial real estate 13.42 8.75 1.0 Residential mortgage 7.7 (1) Certain disclosures related to financial effects of modifications do not include those deemed to be immaterial. 2025 Form 10-K 131 Table of Contents The performance of loans made to borrowers experiencing financial difficulty to which modifications were made is closely monitored to understand the effectiveness of modification efforts. Loans are considered to be in payment default at 90 or more days past due. The following table depicts the performance of loans that have been modified during the identified period. Past Due (dollar amounts in millions) 30-59 Days 60-89 Days 90 or more days Total Current Total At December 31, 2025 Commercial and industrial $ 8 $ 11 $ 32 $ 51 $ 326 $ 377 Commercial real estate 5 — — 5 234 239 Residential mortgage 14 8 20 42 36 78 Automobile 1 — — 1 10 11 Home equity 1 1 2 4 13 17 RV and marine — — — — 1 1 Other consumer — — — — 1 1 Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2025 $ 29 $ 20 $ 54 $ 103 $ 621 $ 724 At December 31, 2024 Commercial and industrial $ 6 $ 3 $ 4 $ 13 $ 373 $ 386 Commercial real estate 12 — 13 25 232 257 Residential mortgage 11 7 15 33 28 61 Automobile 1 1 — 2 10 12 Home equity 1 1 3 5 10 15 RV and marine — — — — 1 1 Other consumer — — — — 2 2 Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2024 $ 31 $ 12 $ 35 $ 78 $ 656 $ 734 At December 31, 2023 Commercial and industrial $ 21 $ 25 $ 7 $ 53 $ 402 $ 455 Commercial real estate — — 5 5 152 157 Residential mortgage 9 8 11 28 36 64 Automobile 2 1 — 3 12 15 Home equity 1 1 1 3 9 12 RV and marine — — — — 1 1 Other consumer — — — — 1 1 Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2023 $ 33 $ 35 $ 24 $ 92 $ 613 $ 705 Pledged Loans and Leases The Bank has access to secured borrowings from the Federal Reserve’s discount window and advances from the FHLB. As of December 31, 2025 and 2024, loans and leases totaling $ 114.2 billion and $ 105.4 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources. 132 Huntington Bancshares Incorporated Table of Contents 6. ALLOWANCE FOR CREDIT LOSSES The following table presents ACL activity by portfolio segment. (dollar amounts in millions) Commercial Consumer Total Year Ended December 31, 2025 ALLL balance, beginning of period $ 1,484 $ 760 $ 2,244 Loan and lease charge-offs ( 288 ) ( 238 ) ( 526 ) Recoveries of loans and leases previously charged-off 138 72 210 Provision for loan and lease losses 261 205 466 Allowance on PCD loans and leases at acquisition 70 1 71 Allowance on purchased seasoned loans and leases at acquisition 66 6 72 ALLL balance, end of period $ 1,731 $ 806 $ 2,537 AULC balance, beginning of period $ 144 $ 58 $ 202 Provision (benefit) for unfunded lending commitments ( 3 ) 3 — Acquired unfunded lending commitments 4 — 4 AULC balance, end of period $ 145 $ 61 $ 206 ACL balance, end of period $ 1,876 $ 867 $ 2,743 Year Ended December 31, 2024 ALLL balance, beginning of period $ 1,563 $ 692 $ 2,255 Loan and lease charge-offs ( 311 ) ( 220 ) ( 531 ) Recoveries of loans and leases previously charged-off 94 65 159 Provision for loan and lease losses 138 223 361 ALLL balance, end of period $ 1,484 $ 760 $ 2,244 AULC balance, beginning of period $ 66 $ 79 $ 145 Provision (benefit) for unfunded lending commitments 78 ( 21 ) 57 AULC balance, end of period $ 144 $ 58 $ 202 ACL balance, end of period $ 1,628 $ 818 $ 2,446 Year Ended December 31, 2023 ALLL balance, beginning of period $ 1,424 $ 697 $ 2,121 Loan and lease charge-offs ( 270 ) ( 184 ) ( 454 ) Recoveries of loans and leases previously charged-off 112 69 181 Provision for loan and lease losses 297 110 407 ALLL balance, end of period $ 1,563 $ 692 $ 2,255 AULC balance, beginning of period $ 71 $ 79 $ 150 Provision (benefit) for unfunded lending commitments ( 5 ) — ( 5 ) AULC balance, end of period $ 66 $ 79 $ 145 ACL balance, end of period $ 1,629 $ 771 $ 2,400 At December 31, 2025, the ACL was $ 2.7 billion, an increase of $ 297 million from December 31, 2024. The increase in the total ACL was driven by loan and lease growth throughout 2025, in addition to an increase recorded for loans acquired in the Veritex transaction, partially offset by a modest reduction in overall coverage ratios. The Commercial ACL was $ 1.9 billion at December 31, 2025, an increase of $ 248 million from December 31, 2024, with the increase driven by growth in commercial loans and leases of $ 17.0 billion, inclusive of $ 8.2 billion of acquisition date commercial loans and leases acquired in connection with the Veritex transaction, partially offset by a modest reduction in the commercial ACL coverage ratios. The Consumer ACL was $ 867 million at December 31, 2025, an increase of $ 49 million from December 31, 2024, with the increase primarily due to a $ 2.6 billion increase in consumer loans, inclusive of $ 1.1 billion of acquisition date consumer loans acquired in connection with the Veritex transaction. 2025 Form 10-K 133 Table of Contents The baseline scenario used in the December 31, 2025 ACL determination assumes the labor market has softened with the unemployment rate peaking at 4.8% in the fourth quarter of 2026. Unemployment is expected to remain elevated with only a modest decline to 4.7% in the first half of 2027. The Federal Reserve is projected to continue the current cycle of rate cuts, with gradual cuts forecasted throughout 2026 and 2027 until reaching 2.75% in 2027. The rate is then expected to return to a neutral level of 3.0% by 2028. Inflation is forecasted to remain above the Federal Reserve’s target level of 2%, with only slight declines to 2.7% by the end of 2026. GDP data was limited in the fourth quarter of 2025 due to the government shutdown, with forecasted GDP expected to grow at 2% in 2026. The economic scenarios used included elevated levels of economic uncertainty including the impact of specific challenges in the commercial real estate industry, recent inflation levels, the U.S labor market, the expected path of interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world. 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 to address uncertainty not measured within the quantitative transaction reserve. 7. MORTGAGE LOAN SALES AND SERVICING RIGHTS Residential Mortgage Portfolio The following table summarizes activity relating to residential mortgage loans sold with servicing retained. Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Residential mortgage loans sold with servicing retained $ 4,986 $ 4,124 $ 4,109 Pretax gains resulting from above loan sales (1) 93 78 58 Total servicing, late, and other ancillary fees (1) 108 104 98 (1) Included in mortgage banking income. The following table summarizes the changes in MSRs recorded using the fair value method. Year Ended December 31, (dollar amounts in millions) 2025 2024 Fair value, beginning of period $ 573 $ 515 New servicing assets created 93 54 Servicing assets sold ( 1 ) ( 1 ) Change in fair value during the period due to: Time decay (1) ( 27 ) ( 25 ) Payoffs (2) ( 41 ) ( 30 ) Changes in valuation inputs or assumptions (3) ( 4 ) 60 Fair value, end of period $ 593 $ 573 Related loans serviced for third parties, unpaid principal balance, end of period $ 34,407 $ 33,696 (1) Represents decrease in value due to passage of time, including the impact from both regularly scheduled principal payments and partial loan paydowns. (2) Represents decrease in value associated with loans that paid off during the period. (3) Represents change in value resulting primarily from market-driven changes in interest rates. MSRs do not trade in an active, open market with readily observable prices. Therefore, the fair value of MSRs is estimated using a discounted future cash flow model. Changes in the assumptions used may have a significant impact on the valuation of MSRs. MSR values are sensitive to movement in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which are impacted by the level of prepayments. 134 Huntington Bancshares Incorporated Table of Contents The following table summarizes key assumptions and the sensitivity of the MSR value to changes in these assumptions. At December 31, 2025 At December 31, 2024 Decline in fair value due to Decline in fair value due to (dollar amounts in millions) Actual 10% adverse change 20% adverse change Actual 10% adverse change 20% adverse change Constant prepayment rate (annualized) 8.09 % $ ( 17 ) $ ( 33 ) 7.54 % $ ( 14 ) $ ( 28 ) Spread over forward interest rate swap rates 538 bps ( 14 ) ( 27 ) 568 bps ( 13 ) ( 26 ) 8. GOODWILL AND OTHER INTANGIBLE ASSETS A rollforward of goodwill by business segment for which goodwill is allocated is presented in the table below. No goodwill impairment was recorded in 2025 or 2024. (dollar amounts in millions) Consumer & Regional Banking Commercial Banking Huntington Consolidated Balance, January 1, 2024 $ 3,640 $ 1,921 $ 5,561 Balance, December 31, 2024 3,640 1,921 5,561 Veritex acquisition 229 221 450 Sale of a portion of corporate trust and custody business ( 14 ) — ( 14 ) Balance, December 31, 2025 $ 3,855 $ 2,142 $ 5,997 For additional information on the Veritex acquisition, refer to Note 3 - “ Business Combin ation s .” Huntington’s other intangible assets are presented in the following table. (dollar amounts in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Value At December 31, 2025 Core deposit intangible $ 473 $ ( 335 ) $ 138 Customer relationship 66 ( 59 ) 7 Total other intangible assets $ 539 $ ( 394 ) $ 145 At December 31, 2024 Core deposit intangible $ 378 $ ( 293 ) $ 85 Customer relationship 66 ( 55 ) 11 Total other intangible assets $ 444 $ ( 348 ) $ 96 The estimated amortization expense of other intangible assets for the next five years is as follows. (dollar amounts in millions) Amortization Expense 2026 $ 46 2027 25 2028 20 2029 16 2030 13 2025 Form 10-K 135 Table of Contents 9. PREMISES AND EQUIPMENT Premises and equipment were comprised as follows. At December 31, (dollar amounts in millions) 2025 2024 Land and land improvements $ 413 $ 339 Buildings 847 738 Leasehold improvements 277 251 Equipment 978 909 Total premises and equipment 2,515 2,237 Less accumulated depreciation and amortization ( 1,194 ) ( 1,171 ) Net premises and equipment $ 1,321 $ 1,066 Depreciation and amortization charged to expense was as follows. Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Total depreciation and amortization of premises and equipment $ 138 $ 142 $ 167 10. OPERATING LEASES At December 31, 2025, Huntington was obligated under non-cancelable leases for branch and office space. These leases are all classified as operating due to the amount of time such spaces are occupied relative to the underlying assets’ useful lives. Many of these leases contain renewal options, most of which are not included in measurement of the right-of-use asset as they are not considered reasonably certain of exercise (i.e., Huntington does not currently have a significant economic incentive to exercise these options). Net lease assets and liabilities were as follows. At December 31, (dollar amounts in millions) Classification 2025 2024 Operating lease assets Other assets $ 340 $ 278 Lease liabilities Other liabilities 436 380 Net lease costs were as follows. Year Ended December 31, (dollar amounts in millions) Classification 2025 2024 Operating lease cost Net occupancy $ 67 $ 63 Short-term lease cost Net occupancy 1 2 Net lease costs $ 68 $ 65 Maturities of lease liabilities at December 31, 2025 are as follows. (dollar amounts in millions) Total 2026 $ 72 2027 70 2028 62 2029 56 2030 48 Thereafter 284 Total lease payments 592 Less: Interest ( 156 ) Total lease liabilities $ 436 136 Huntington Bancshares Incorporated Table of Contents Additional supplemental information related to the Company’s operating leases was as follows. (dollar amounts in millions) 2025 2024 Year ended December 31: Cash paid for amounts included in the measurement of lease liabilities for operating cash flows $ ( 79 ) $ ( 76 ) Right-of-use assets obtained in exchange for lease obligations for operating leases 109 59 At December 31: Weighted-average remaining lease term (years) for operating leases 10.74 10.86 Weighted-average discount rate for operating leases 5.55 % 5.19 % 11. BORROWINGS Short-term Borrowings Borrowings with original maturities of one year or less are classified as short-term and were comprised as follows. At December 31, (dollar amounts in millions) 2025 2024 Securities sold under agreements to repurchase $ 22 $ 142 FHLB advances 1,000 — Other borrowings 239 57 Total short-term borrowings $ 1,261 $ 199 The carrying value of assets pledged as collateral against repurchase agreements totaled $ 40 million and $ 224 million as of December 31, 2025 and December 31, 2024, respectively. Assets pledged as collateral are reported in available-for-sale securities and held-to-maturity securities on the Consolidated Balance Sheets. The repurchase agreements have maturities within 60 days. No amounts have been offset against the agreements. 2025 Form 10-K 137 Table of Contents Long-term Debt Huntington’s long-term debt, which consists of borrowings with an initial maturity of greater than one year, is included in the following table. The interest rates disclosed represent the contractual rate as of the most recent period end. At December 31, 2025 2024 Contractual Rate Carrying Amount Carrying Amount (dollar amounts in millions) Maturity Min Max Weighted Average The Parent Company: Fixed rate senior notes 2028 to 2035 2.55 % 6.21 % 5.08 % $ 5,514 $ 5,836 Fixed rate subordinated notes (1) 2030 to 2039 2.49 7.88 4.72 1,248 1,093 Floating rate junior subordinated debentures (2)(3) 2027 to 2038 4.76 8.13 5.34 262 248 Total notes issued by the Parent Company 7,024 7,177 The Bank: Fixed rate senior notes 2028 to 2030 4.55 5.65 5.04 3,192 1,654 Fixed rate subordinated notes 2026 4.27 4.27 4.27 233 515 Total notes issued by the Bank 3,425 2,169 FHLB advances 2026 to 2043 4.79 4,514 4,696 Credit linked notes (4) 5.71 1,161 821 Auto loan securitization trust (5) 2029 5.21 600 1,023 Other (6) 2026 to 2031 5.99 7.09 6.21 497 488 Total long-term debt $ 17,221 $ 16,374 (1) Includes $ 126 million of subordinated notes acquired in the Veritex transaction which were redeemed in January 2026. (2) $ 33 million of junior subordinated debentures were acquired in the Veritex transaction, of which $ 20 million were redeemed in December 2025 and the remainder in January 2026. (3) Variable rate based on three-month SOFR plus a spread rate that ranges from 0.89 % to 4.26 %. (4) See details of credit linked notes in the following table. (5) Represents secured borrowings collateralized by auto loans. See Note 21 - “Variable Interest Entities” for additional information. (6) Primarily consists of nonrecourse debt associated with finance leases at varying interest rates and maturities. Amounts above are net of unamortized discounts and adjustments related to hedging with derivative financial instruments. We use interest rate swaps to hedge interest rate risk of certain fixed-rate debt by converting the debt to a variable rate. On January 28, 2026, Huntington issued $ 1.0 billion of fixed-to-floating senior notes, and $ 750 million of fixed-rate subordinated notes. The fixed-to-floating senior notes are due January 28, 2032 and bear an initial fixed interest rate of 4.623 %. Commencing January 28, 2031, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 99 basis points. The fixed-rate subordinated notes are due January 28, 2041 and bear interest at 5.605 %. 138 Huntington Bancshares Incorporated Table of Contents Huntington enters into CLN transactions that effectively transfer the risk of first losses on certain reference pools of the Company’s auto-secured loans. Huntington has elected the fair value option for these notes. See Note 19 - “Fair Values of Assets and Liabilities” for additional information. To the extent losses exceed certain thresholds, the principal and interest payable on the notes may be reduced by a portion of the Company’s aggregate net losses on the reference pool of loans, with losses allocated to note classes in reverse order of payment priority. Additional information about Huntington’s CLN issuances is as follows. (dollar amounts in millions) Weighted Average Interest Rate Reference Pool Net Balance Principal Outstanding At December 31, 2025 CLN 2024-1 due 2032 (1) 6.45 % $ 1,703 $ 210 CLN 2024-2 due 2032 (2) 5.89 2,213 272 CLN 2025-1 due 2033 (3) 5.48 2,522 302 CLN 2025-2 due 2033 (4) 5.35 3,093 367 Total $ 9,531 $ 1,151 Fair value adjustment 10 Carrying value $ 1,161 At December 31, 2024 CLN 2024-1 due 2032 (1) 6.66 % $ 3,014 $ 366 CLN 2024-2 due 2032 (2) 6.03 3,740 451 Total $ 6,754 $ 817 Fair value adjustment 4 Carrying value $ 821 (1) Consists of multiple classes of loans. One note class bears interest at a fixed rate of 6.15 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.40 % to 8.25 % (weighted average spread of 3.04 %). (2) Consists of multiple classes of loans. One note class bears interest at a fixed rate of 5.44 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.35 % to 7.50 % (weighted average spread of 3.03 %). (3) Consists of multiple classes of loans. One note class bears interest at a fixed rate of 4.96 % and the remaining three note classes bear interest at SOFR plus a spread rate that ranges from 2.25 % to 7.15 % (weighted average spread of 4.34 %). (4) Consists of multiple classes of loans. One note class bears interest at a fixed rate of 4.84 % and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.20 % to 6.60 % (weighted average spread of 3.05 %). Long-term debt maturities, based upon the par values and contractual maturities of the long-term debt, for the next five years and thereafter are as follows. (dollar amounts in millions) 2026 2027 2028 2029 2030 Thereafter Total Future debt maturities (1) $ 3,835 $ 681 $ 3,681 $ 1,949 $ 1,872 $ 5,274 $ 17,292 (1) Includes future maturities associated with auto loan securitizations and CLNs that are based on contractual maturity, however, these obligations will be reduced as the related underlying loans pay down. In addition, there is an optional redemption date in which Huntington has the right to redeem the notes after the period in which the aggregate principal balance is less than or equal to 10% of the original principal balance. The terms of certain long-term debt obligations contain various restrictive covenants including limitations on the acquisition of additional debt, dividend payments, and the disposition of subsidiaries. As of December 31, 2025, Huntington was in compliance with all such covenants. 2025 Form 10-K 139 Table of Contents 12. OTHER COMPREHENSIVE INCOME The following table summarizes the components of Huntington’s OCI. (dollar amounts in millions) Pretax Tax (expense) benefit After-tax Year Ended December 31, 2025 Unrealized gains on available-for-sale securities arising during the period, net of hedges $ 749 $ ( 176 ) $ 573 Reclassification adjustment for realized net losses included in net income 71 ( 17 ) 54 Total unrealized gains on available-for-sale securities, net of hedges 820 ( 193 ) 627 Unrealized gains on cash flow hedges during the period 332 ( 78 ) 254 Reclassification adjustment for cash flow hedges included in net income 52 ( 12 ) 40 Net change related to cash flow hedges on loans 384 ( 90 ) 294 Translation adjustments, net of hedges (1) 9 ( 1 ) 8 Change in accumulated unrealized losses for pension and other post-retirement obligations 38 ( 9 ) 29 Other comprehensive income $ 1,251 $ ( 293 ) $ 958 Year Ended December 31, 2024 Unrealized losses on available-for-sale securities arising during the period, net of hedges $ ( 454 ) $ 107 $ ( 347 ) Reclassification adjustment for realized net losses included in net income 94 ( 18 ) 76 Total unrealized losses on available-for-sale securities, net of hedges ( 360 ) 89 ( 271 ) Unrealized losses on cash flow hedges during the period ( 111 ) 26 ( 85 ) Reclassification adjustment for cash flow hedges included in net income 236 ( 55 ) 181 Net change related to cash flow hedges on loans 125 ( 29 ) 96 Translation adjustments, net of hedges (1) ( 6 ) — ( 6 ) Change in accumulated unrealized losses for pension and other post-retirement obligations ( 12 ) 3 ( 9 ) Other comprehensive loss $ ( 253 ) $ 63 $ ( 190 ) Year Ended December 31, 2023 Unrealized gains on available-for-sale securities arising during the period, net of hedges $ 154 $ ( 36 ) $ 118 Reclassification adjustment for realized net losses included in net income 47 ( 11 ) 36 Total unrealized gains on available-for-sale securities, net of hedges 201 ( 47 ) 154 Unrealized gains on cash flow hedges during the period 162 ( 37 ) 125 Reclassification adjustment for cash flow hedges included in net income 187 ( 43 ) 144 Net change related to cash flow hedges on loans 349 ( 80 ) 269 Translation adjustments, net of hedges (1) 2 — 2 Change in accumulated unrealized losses for pension and other post-retirement obligations ( 4 ) 1 ( 3 ) Other comprehensive income $ 548 $ ( 126 ) $ 422 (1) A portion of foreign investments are deemed to be permanent in nature and, therefore, Huntington does not provide for taxes on this portion of foreign currency translation adjustments. 140 Huntington Bancshares Incorporated Table of Contents The following table summarizes the activity in AOCI. (dollar amounts in millions) Unrealized gains (losses) on available-for-sale securities, net of hedges (1) Net change related to cash flow hedges on loans Translation adjustments, net of hedges Unrealized losses for pension and other post-retirement obligations Total December 31, 2022 $ ( 2,248 ) $ ( 632 ) $ ( 8 ) $ ( 210 ) $ ( 3,098 ) Other comprehensive income before reclassifications 118 125 2 — 245 Amounts reclassified from AOCI to earnings 36 144 — ( 3 ) 177 Period change 154 269 2 ( 3 ) 422 December 31, 2023 ( 2,094 ) ( 363 ) ( 6 ) ( 213 ) ( 2,676 ) Other comprehensive loss before reclassifications ( 347 ) ( 85 ) ( 6 ) — ( 438 ) Amounts reclassified from AOCI to earnings 76 181 — ( 9 ) 248 Period change ( 271 ) 96 ( 6 ) ( 9 ) ( 190 ) December 31, 2024 ( 2,365 ) ( 267 ) ( 12 ) ( 222 ) ( 2,866 ) Other comprehensive income before reclassifications 573 254 8 29 864 Amounts reclassified from AOCI to earnings 54 40 — — 94 Period change 627 294 8 29 958 December 31, 2025 $ ( 1,738 ) $ 27 $ ( 4 ) $ ( 193 ) $ ( 1,908 ) (1) AOCI amounts at December 31, 2025, 2024, and 2023 include $ 44 million, $ 50 million, and $ 58 million, respectively, of net unrealized losses (after-tax) on securities previously transferred from the AFS securities portfolio to the HTM securities portfolio. The net unrealized losses will be recognized in earnings over the remaining life of the security using the effective interest method. 13. SHAREHOLDERS’ EQUITY Preferred Stock The following is a summary of Huntington’s non-cumulative, non-voting, perpetual preferred stock outstanding. (dollar amounts in millions) Carrying Amount Series Issuance Date Shares Outstanding Dividend Rate Earliest Optional Redemption Date (1) December 31, 2025 December 31, 2024 Series B (2) 12/28/2011 35,500 Variable (3) 1/15/2017 $ 24 $ 23 Series F (4) 5/27/2020 5,000 5.625 % 7/15/2030 494 494 Series G (4) 8/3/2020 5,000 4.45 10/15/2027 494 494 Series H (2) 2/2/2021 500,000 4.50 4/15/2026 486 486 Series I (5) 6/9/2021 7,000 5.70 12/01/2022 175 175 Series J (2) 3/6/2023 325,000 6.875 4/15/2028 317 317 Series K (4) 9/11/2025 7,500 6.25 10/15/2030 741 — Total 885,000 $ 2,731 $ 1,989 (1) Redeemable at Huntington’s option on the date stated or on a quarterly basis thereafter. (2) Liquidation value and redemption price per share of $ 1,000 , plus any declared and unpaid dividends. (3) Dividend rate equal to 3-month CME Term SOFR + 26 bps spread adjustment + 270 bps. (4) Liquidation value and redemption price per share of $ 100,000 , plus any declared and unpaid dividends. (5) Liquidation value and redemption price per share of $ 25,000 , plus any declared and unpaid dividends. 2025 Form 10-K 141 Table of Contents The following table presents the dividends declared for each series of preferred shares. Year Ended December 31, 2025 2024 2023 (amounts in millions, except per share data) Cash Dividend Declared Per Share Cash Dividend Declared Per Share Cash Dividend Declared Per Share Amount Amount Amount Preferred Series: Series B $ 71.57 $ 3 $ 81.10 $ 3 $ 80.28 $ 3 Series E (1) 6,412.62 26 7,753.75 37 Series F 5,625.00 28 5,625.00 28 5,625.00 28 Series G 4,450.00 22 4,450.00 22 4,450.00 22 Series H 45.00 23 45.00 23 45.00 23 Series I 1,425.00 10 1,425.00 10 1,425.00 10 Series J 68.76 22 68.76 22 59.02 19 Series K (2) 2,152.78 16 Total $ 124 $ 134 $ 142 (1) During the fourth quarter of 2024, all remaining $ 405 million of outstanding Series E Preferred Stock, par value $ 0.01 per share, was redeemed. During the fourth quarter of 2023, $ 90 million of outstanding Series E Preferred Stock, par value $ 0.01 per share, was repurchased. (2) Series K was issued during the third quarter of 2025. The first dividend declaration for the Series K occurred in the fourth quarter of 2025. 14. EARNINGS PER SHARE Basic earnings per share is the amount of earnings (adjusted for preferred stock dividends and the impact of preferred stock repurchases and redemptions) available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units, performance share units, and shares held in deferred compensation plans. Potentially dilutive common shares are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. The following table shows the calculation of basic and diluted earnings per share. Year Ended December 31, (dollar amounts in millions, except per share data, share count in thousands) 2025 2024 2023 Basic earnings per common share: Net income attributable to Huntington $ 2,211 $ 1,940 $ 1,951 Dividends on preferred shares 124 134 142 Impact of preferred stock redemptions and repurchases — 5 ( 8 ) Net income available to common shareholders $ 2,087 $ 1,801 $ 1,817 Average common shares issued and outstanding 1,478,945 1,451,421 1,446,449 Basic earnings per common share $ 1.41 $ 1.24 $ 1.26 Diluted earnings per common share: Average dilutive potential common shares: Stock options, restricted stock units and awards, and performance share units 18,829 17,669 14,456 Shares held in deferred compensation plans 7,062 7,352 7,111 Average dilutive potential common shares 25,891 25,021 21,567 Total diluted average common shares issued and outstanding 1,504,836 1,476,442 1,468,016 Diluted earnings per common share $ 1.39 $ 1.22 $ 1.24 Anti-dilutive awards (1) 1,743 4,534 11,039 (1) Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive. 142 Huntington Bancshares Incorporated Table of Contents 15. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue is segregated based on the nature of product and services offered as part of contractual arrangements. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income. Revenue from contracts with customers within the scope of ASC 606 is broadly segregated within the following noninterest income categories: • Payments and cash management revenue primarily includes interchange fees earned on debit cards and credit cards and fees earned from providing cash management services to corporate deposit customers. Within the scope of ASC 606, Huntington recognizes debit and credit card interchange fees for services performed related to authorization and settlement of a cardholder’s transaction with a merchant. Revenue is recognized when a cardholder’s transaction is approved and settled. Certain volume or transaction based interchange expenses (net of rebates) paid to the payment network reduce the interchange revenue and are presented net on the income statement. Similarly, rewards payable under a reward program to cardholders are recognized as a reduction of the transaction price and are presented net against the interchange revenue. Revenue from providing cash management services to corporate deposit customers is recognized over the period of time services are rendered. • Wealth and asset management revenue primarily includes fee income generated from providing wealth and asset management services to personal, corporate, and institutional customers, including, but not limited to, fees and commissions earned from trust and investment management services, sales of annuity products, and tax reporting services. Within the scope of ASC 606, Huntington recognizes revenue from wealth and asset management services that are rendered over a period of time. Huntington may also recognize revenue from referring a customer to outside third parties to purchase annuities and mutual funds which is recognized in the period earned. • Customer deposit and loan fees primarily includes fees and other charges Huntington receives related to service charges on deposit accounts, loan commitments and standby letters of credits, and other deposit and lending activity. Within the scope of ASC 606, Huntington recognizes fees and other charges for providing various services, including, but not limited to, maintaining accounts, providing overdraft services, transferring funds, and accepting and executing stop-payment orders for customers. Revenue includes both fixed fees (e.g., account maintenance fee), recognized over a period of time, and transaction fees (e.g., wire-transfer fee), recognized when a specific service is performed. Huntington may, from time to time, waive certain fees for customers but generally does not reduce the transaction price to reflect variability for future reversals due to the insignificance of the amounts. Waiver of fees reduces the revenue in the period the waiver is granted to the customer. • Capital markets and advisory fees primarily includes advisory fees for merger, acquisition and capital markets activity, interest rate derivative fees, underwriting fees, foreign exchange fees, loan syndication fees, and fees earned from customer-related sales activity. Within the scope of ASC 606, Huntington recognizes revenue associated with capital markets and advisory fees when the related transaction closes. • Leasing revenue primarily includes income from operating lease payments and termination of leases. Within the scope of ASC 606, Huntington recognizes leasing revenue when, or as, the performance obligation is satisfied. Inherent variability in the transaction price is not recognized until the uncertainty affecting the variability is resolved. • Insurance income primarily includes agency commissions from the sale of insurance premiums to customers. All insurance income is recognized within the scope of ASC 606. Huntington receives commissions from the sales of insurance policies to customers. The initial commission is recognized when the insurance policy is sold to a customer. Huntington is also entitled to renewal commissions and, in some cases, profit sharing which are recognized in subsequent periods. • Other - Within the scope of ASC 606, Huntington recognizes a variety of other miscellaneous revenue streams which are recognized when, or as, the performance obligation is satisfied. 2025 Form 10-K 143 Table of Contents Revenue is recorded in the business segment responsible for the related product or service. Fee sharing arrangements exist to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Business segment results are determined based upon management’s reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around Huntington’s organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. The following table presents total noninterest income disaggregated by operating segment and segregated between revenue from contracts with customers within the scope of ASC 606 and revenue within the scope of other GAAP topics. (dollar amounts in millions) Consumer & Regional Banking Commercial Banking Treasury / Other Huntington Consolidated Major Revenue Streams Year Ended December 31, 2025 Payments and cash management revenue $ 465 $ 148 $ — $ 613 Wealth and asset management revenue 385 23 — 408 Customer deposit and loan fees 233 17 — 250 Capital markets and advisory fees 22 146 — 168 Leasing revenue 3 9 — 12 Insurance income 72 10 ( 1 ) 81 Other noninterest income 28 4 ( 2 ) 30 Net revenue from contracts with customers $ 1,208 $ 357 $ ( 3 ) $ 1,562 Noninterest income within the scope of other GAAP topics 216 404 ( 7 ) 613 Total noninterest income $ 1,424 $ 761 $ ( 10 ) $ 2,175 Year Ended December 31, 2024 Payments and cash management revenue $ 452 $ 115 $ — $ 567 Wealth and asset management revenue 352 12 — 364 Customer deposit and loan fees 217 10 — 227 Capital markets and advisory fees 21 172 — 193 Leasing revenue 2 28 — 30 Insurance income 67 11 ( 1 ) 77 Other noninterest income 9 5 ( 4 ) 10 Net revenue from contracts with customers $ 1,120 $ 353 $ ( 5 ) $ 1,468 Noninterest income within the scope of other GAAP topics 181 363 28 572 Total noninterest income $ 1,301 $ 716 $ 23 $ 2,040 Year Ended December 31, 2023 Payments and cash management revenue $ 433 $ 103 $ — $ 536 Wealth and asset management revenue 313 15 — 328 Customer deposit and loan fees 203 8 — 211 Capital markets and advisory fees 16 118 ( 2 ) 132 Leasing revenue 2 49 — 51 Insurance income 64 11 ( 1 ) 74 Other noninterest income 67 3 ( 2 ) 68 Net revenue from contracts with customers $ 1,098 $ 307 $ ( 5 ) $ 1,400 Noninterest income within the scope of other GAAP topics 159 339 23 521 Total noninterest income $ 1,257 $ 646 $ 18 $ 1,921 144 Huntington Bancshares Incorporated Table of Contents Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions vary amongst services and customers and thus impact the timing and amount of revenue recognition. Some fees may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for the reporting period ended December 31, 2025 is expected to be earned within one year. Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended December 31, 2025 was determined to be immaterial. 16. SHARE-BASED COMPENSATION Share-based awards are eligible for issuance under the Company’s long term incentive plan. The plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units, and other awards to officers, directors, and other employees. At December 31, 2025, 28 million shares were available for future grants. Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2025, Huntington believes there were adequate authorized common shares to satisfy anticipated share-based award vesting in 2026. The following table presents total share-based compensation expense and related tax benefit. Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Share-based compensation expense (1) $ 130 $ 133 $ 114 Tax benefit 23 24 19 (1) Compensation costs are included in personnel costs on the Consolidated Statements of Income. Stock Options Stock options, awarded by Huntington, are granted at the closing market price on the date of the grant and vest ratably over four years or when other conditions are met. Stock options, which represented a portion of the grant values, have no intrinsic value until the stock price increases. All options have a contractual term of ten years from the date of grant. Huntington’s stock option activity and related information was as follows. (dollar amounts in millions, except per share and options amounts in thousands) Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2025 10,306 $ 12.84 Exercised ( 1,419 ) 12.19 Forfeited/expired ( 3 ) 17.89 Outstanding at December 31, 2025 8,884 $ 12.95 3.3 $ 39 Expected to vest 18 $ 15.54 6.4 $ 33 Exercisable at December 31, 2025 8,866 $ 12.94 3.3 $ 39 Restricted Stock Units and Performance Share Units Restricted stock units and performance share units awarded by Huntington are granted at the closing market price on the date of the grant. Restricted stock units can be settled in shares or cash depending on the award and, for the most part, provide either accumulated cash dividends during the vesting period or accrue a dividend equivalent that is paid upon vesting. Restricted stock units are subject to certain service restrictions. Performance share units are payable contingent upon Huntington achieving certain predefined performance objectives over a three-year measurement period. The fair value of these awards and units reflects the closing market price of Huntington’s common stock on the grant or assumption date. 2025 Form 10-K 145 Table of Contents The following table summarizes the status of Huntington’s restricted stock units and performance share units as of December 31, 2025, and activity for the year ended December 31, 2025. Restricted Stock Units Performance Share Units (amounts in thousands, except per share amounts) Quantity Weighted- Average Grant Date Fair Value Per Share Quantity Weighted- Average Grant Date Fair Value Per Share Nonvested at January 1, 2025 26,771 $ 14.13 3,571 $ 14.19 Granted 8,739 16.17 1,773 16.19 Vested ( 8,584 ) 14.52 ( 2,145 ) 14.39 Forfeited ( 892 ) 14.90 ( 6 ) 13.98 Nonvested at December 31, 2025 26,034 $ 14.84 3,193 $ 14.56 The weighted-average fair value at grant date of nonvested shares granted for the years ended December 31, 2025, 2024, and 2023 were $ 16.18 , $ 13.09 , and $ 14.14 , respectively. The total fair value of awards vested during the years ended December 31, 2025, 2024, and 2023 was $ 156 million, $ 96 million, and $ 99 million, respectively. As of December 31, 2025, the total unrecognized compensation cost related to nonvested shares was $ 154 million with a weighted-average expense recognition period of 2.3 years. 17. BENEFIT PLANS Huntington sponsors a non-contributory defined benefit pension plan covering substantially all employees hired or rehired prior to January 1, 2010. The Plan no longer accrues service benefits to participants and provides benefits based upon length of service and compensation levels. Huntington’s funding policy is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than the amount deductible under the Internal Revenue Code. There is a minimum contribution of $ 3.1 million for the 2025 plan year, which Huntington will satisfy by using the plan’s credit balance. The following table shows the weighted-average assumptions used to determine the benefit obligation and the net periodic benefit cost. At December 31, 2025 2024 Weighted-average assumptions used to determine benefit obligations: Discount rate 5.50 % 5.67 % Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 5.67 5.15 Expected return on plan assets 5.50 5.50 The following table reconciles the beginning and ending balances of the benefit obligation of the Plan with the amounts recognized in the consolidated balance sheets. At December 31, (dollar amounts in millions) 2025 2024 Projected benefit obligation at beginning of measurement year $ 646 $ 687 Changes due to: Service cost 4 3 Interest cost 34 34 Benefits paid ( 35 ) ( 34 ) Settlements ( 13 ) ( 9 ) Actuarial (losses) gains 5 ( 35 ) Total changes ( 5 ) ( 41 ) Projected benefit obligation at end of measurement year $ 641 $ 646 146 Huntington Bancshares Incorporated Table of Contents The following table reconciles the beginning and ending balances of the fair value of Plan assets. At December 31, (dollar amounts in millions) 2025 2024 Fair value of plan assets at beginning of measurement year $ 678 $ 729 Changes due to: Actual return on plan assets 80 ( 8 ) Settlements ( 13 ) ( 9 ) Benefits paid ( 35 ) ( 34 ) Total changes 32 ( 51 ) Fair value of plan assets at end of measurement year $ 710 $ 678 As of December 31, 2025, the difference between the accumulated benefit obligation and the fair value of Plan assets was $ 69 million and is recorded in other assets. The following table shows the components of net periodic benefit costs recognized. Year Ended December 31, (1) (dollar amounts in millions) 2025 2024 2023 Service cost $ 4 $ 3 $ 3 Interest cost 34 34 36 Expected return on plan assets ( 43 ) ( 46 ) ( 43 ) Amortization of loss 3 2 1 Settlements 5 4 7 Benefit costs $ 3 $ ( 3 ) $ 4 (1) Pension costs are recognized in other noninterest income in the Consolidated Statements of Income . At December 31, 2025 and 2024, Northern Trust, as trustee and custodian, held all Plan assets. The Plan assets consisted of investments in a variety of cash equivalent, corporate and government fixed income, and equity investments as follows. Fair Value at December 31, (dollar amounts in millions) 2025 2024 Cash equivalents: Mutual funds-money market $ 11 2 % $ 11 2 % Fixed income: Corporate obligations 223 31 212 31 U.S. Government obligations 75 11 69 10 Municipal obligations 1 — 1 — Collective trust funds 287 41 273 40 Equities: Limited liability companies 7 1 11 2 Collective trust funds 60 8 78 12 Limited partnerships 46 6 23 3 Fair value of plan assets $ 710 100 % $ 678 100 % 2025 Form 10-K 147 Table of Contents Investments of the Plan are reported at fair value. The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset. At December 31, 2025, mutual money market funds are valued at the closing price reported from an actively traded exchange and are classified as Level 1. Fixed income investments are valued using unadjusted quoted prices from active markets for similar assets are classified as Level 2. Collective trust funds and limited liability companies are valued at net asset value per unit as a practical expedient, which is calculated based on the fair values of the underlying investments held by the fund less its liabilities as reported by the issuer of the fund. The investment in the limited partnerships is reported at net asset value per share as determined by the general partners of each limited partnership, based on their proportionate share of the partnership’s fair value as recorded in the partnership’s audited financial statements. The investment objective of the Plan is to balance risk and return to preserve the Plan’s funded status over a long-time period, while meeting the Plan obligations. At December 31, 2025, Plan assets had an average duration of 11.3 years on investments. The estimated life of benefit obligations was 9.7 years. Although it may fluctuate with market conditions, Huntington has targeted a long-term allocation of Plan assets of 90 % in bond investments and 10 % in equity investments. At December 31, 2025, the following table shows when benefit payments are expected to be paid. (dollar amounts in millions) Pension Benefits 2026 $ 53 2027 53 2028 53 2029 53 2030 52 2031 through 2035 247 Huntington has a defined contribution plan that is available to eligible employees. Huntington’s expense related to the defined contribution plans for the years ended December 31, 2025, 2024, and 2023 was $ 69 million, $ 61 million, and $ 61 million, respectively. The following table shows the number of shares, market value, and dividends received on shares of Huntington stock held by the defined contribution plan. At December 31, (dollar amounts in millions, share amounts in thousands) 2025 2024 Shares in Huntington common stock 10,458 10,910 Market value of Huntington common stock $ 181 $ 178 Dividends received on shares of Huntington stock 7 7 148 Huntington Bancshares Incorporated Table of Contents 18. INCOME TAXES The following is a summary of the provision for income taxes. Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Income before income taxes U.S. $ 2,666 $ 2,369 $ 2,353 Foreign 22 34 31 Total income before income taxes $ 2,688 $ 2,403 $ 2,384 Current tax provision Federal $ 778 $ 411 $ 644 State and local 79 43 63 Foreign 5 15 8 Total current tax provision 862 469 715 Deferred tax (benefit) provision Federal ( 386 ) ( 24 ) ( 291 ) State and local ( 17 ) ( 2 ) ( 11 ) Total deferred tax (benefit) provision ( 403 ) ( 26 ) ( 302 ) Total provision for income taxes Federal 392 387 353 State and local 62 41 52 Foreign 5 15 8 Provision for income taxes $ 459 $ 443 $ 413 The following is a reconciliation of the provision for income taxes. Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Provision for income taxes computed at the statutory rate $ 564 21.0 % $ 505 21.0 % $ 501 21.0 % Increases (decreases): Domestic federal Tax credits LIHTC credits and benefits, net of amortization ( 69 ) ( 2.6 ) ( 39 ) ( 1.6 ) ( 56 ) ( 2.3 ) Research and development credits ( 24 ) ( 0.9 ) ( 28 ) ( 1.2 ) ( 24 ) ( 1.0 ) Investment tax credits ( 37 ) ( 1.4 ) ( 20 ) ( 0.8 ) ( 30 ) ( 1.3 ) Other ( 1 ) — ( 1 ) — ( 2 ) ( 0.1 ) Nontaxable and nondeductible items, net Tax-exempt income ( 35 ) ( 1.3 ) ( 29 ) ( 1.2 ) ( 28 ) ( 1.2 ) Other 7 0.3 1 — 2 0.1 Changes in valuation allowance ( 7 ) ( 0.3 ) 7 0.3 — — Domestic state and local income taxes, net of federal effect (1) 49 1.8 32 1.3 41 1.7 Foreign jurisdictions 2 0.1 5 0.2 2 0.1 Changes in unrecognized tax benefits 10 0.4 10 0.4 7 0.3 Provision for income taxes $ 459 17.1 % $ 443 18.4 % $ 413 17.3 % (1) In 2025, state and local income taxes in New York, Minnesota, Illinois, New York City, New Jersey, Indiana and Wisconsin comprised greater than 50% of the tax effect in this category. In 2024, state and local income taxes in Illinois, New York, Pennsylvania, Minnesota, California, New York City, and Florida comprised greater than 50% of the tax effect in this category. In 2023, state and local income taxes in Illinois, New York, Minnesota, California, Tennessee, Florida, Indiana, and New Jersey comprised greater than 50% of the tax effect in this category. 2025 Form 10-K 149 Table of Contents Income taxes paid, net of refunds received, disaggregated by federal, state, local, and foreign tax jurisdictions in which income taxes paid (net of refunds received) are equal to or greater than five percent of total income taxes paid (net of refunds received), are summarized as follows. Year Ended December 31, (dollar amounts in millions) 2025 2024 2023 Federal $ 182 $ 43 $ 12 State and local: Illinois 17 10 6 New York * 11 * New York City * 7 * Minnesota * * 9 California * * 6 Wisconsin * * 6 New Jersey * * 5 Other 63 43 37 Total state and local 80 71 69 Foreign: Canada * 9 9 Other 12 — — Total foreign 12 9 9 Total income taxes paid, net of refunds received $ 274 $ 123 $ 90 * The amount of income taxes paid, net of refunds received, during the year does not meet the five percent disaggregation threshold, and the applicable amount is included in Other for disclosure purposes. 150 Huntington Bancshares Incorporated Table of Contents The significant components of deferred tax assets and liabilities were as follows. At December 31, (dollar amounts in millions) 2025 2024 Deferred tax assets: Allowances for credit losses $ 646 $ 559 Tax credit carryforward 561 452 Fair value adjustments 571 848 Research and development expenses 136 108 Lease liability 107 88 Net operating and other loss carryforward 78 90 Pension and other employee benefits 75 73 Accrued expense/prepaid 2 41 Other assets 12 9 Total deferred tax assets 2,188 2,268 Deferred tax liabilities: Lease financing 701 968 Loan origination costs 181 162 Mortgage servicing rights 121 116 Right-of-use asset 84 64 Securities adjustments 54 48 Operating assets 47 78 Other liabilities 25 3 Total deferred tax liabilities 1,213 1,439 Net deferred tax asset before valuation allowance 975 829 Valuation allowance ( 27 ) ( 36 ) Net deferred tax asset $ 948 $ 793 At December 31, 2025, Huntington’s net deferred tax asset related to loss and other carryforwards was $ 639 million. This was comprised of federal net operating loss carryforwards of $ 30 million, which will begin expiring in 2030, state net operating loss carryforwards of $ 34 million, which will begin expiring in 2026, a federal capital loss carryforward of $ 10 million, which will begin expiring in 2026, state capital loss carryforwards of $ 4 million, which will begin expiring in 2026, general business credits of $ 560 million, which will begin expiring in 2044, and a corporate alternative minimum tax carryforward of $ 1 million, which may be carried forward indefinitely. The valuation allowance for deferred tax assets as of December 31, 2025 was $ 27 million, which included a federal valuation allowance of $ 2 million and a state valuation allowance of $ 25 million. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2019. The 2020-2024 tax years remain open under the statute of limitations. Also, with few exceptions, the Company is no longer subject to state, city, or foreign income tax examinations for tax years before 2021. The following table provides a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits. Year Ended December 31, (dollar amounts in millions) 2025 2024 Unrecognized tax benefits at beginning of year $ 19 $ 8 Gross increases for tax positions taken during prior years 8 7 Gross decreases for tax positions taken during prior years — ( 2 ) Gross increases for tax positions taken during current year 6 6 Settlements with taxing authorities ( 4 ) — Unrecognized tax benefits at end of year $ 29 $ 19 2025 Form 10-K 151 Table of Contents Any interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a component of provision for income taxes. The amounts of accrued tax-related interest and penalties were immaterial at December 31, 2025 and 2024. Further, the amount of net interest and penalties related to unrecognized tax benefits was immaterial for all periods presented. All of the gross unrecognized tax benefits would impact the Company’s effective tax rate if recognized. At December 31, 2025, retained earnings included approximately $ 182 million of base year reserves of acquired thrift institutions, for which no deferred federal income tax liability has been recognized. Under current law, if these bad debt reserves are used for purposes other than to absorb bad debt losses, they will be subject to federal income tax at the corporate rate enacted at the time. The amount of unrecognized deferred tax liability relating to the cumulative bad debt deduction was approximately $ 38 million at December 31, 2025. 19. FAIR VALUES OF ASSETS AND LIABILITIES Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the years ended December 31, 2025 and 2024. Loans held for sale Huntington has elected to apply the FVO for mortgage loans originated with the intent to sell which are included in loans held for sale. Mortgage loans held for sale are classified as Level 2 and are estimated using security prices for similar product types. Loans held for investment Certain mortgage loans originated with the intent to sell for which the FVO was elected have been reclassified to loans held for investment. These loans continue to be measured at fair value. The fair value of loans held for investment classified as Level 2 are estimated using security prices for similar product types similar to loans held for sale. The fair value of loans held for investment classified as Level 3 is determined using fair value of similar mortgage-backed securities adjusted for loan specific variables. Available-for-sale and trading account securities Securities accounted for at fair value include both the available-for-sale and trading account portfolios. Huntington determines the fair value of securities utilizing quoted market prices obtained for identical or similar assets, third-party pricing services, third-party valuation specialists and other observable inputs such as recent trade observations. AFS and trading securities classified as Level 1 use quoted market prices (unadjusted) in active markets for identical securities at the measurement date. Level 1 positions in these portfolios consist of U.S. Treasury securities. When quoted market prices are not available, fair values are classified as Level 2 using quoted prices for similar assets in active markets, quoted prices of identical or similar assets in markets that are not active, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 positions in these portfolios consist of U.S. Government and agency debt securities, agency mortgage backed securities, private-label asset-backed securities, certain municipal securities, and other securities. For Level 2 securities Huntington primarily uses prices obtained from third-party pricing services to determine the fair value of securities. Huntington independently evaluates and corroborates the fair value received from pricing services through various methods and techniques, including references to dealer or other market quotes, by reviewing valuations of comparable instruments, and by comparing the prices realized on the sale of similar securities. If relevant market prices are limited or unavailable, valuations may require significant management judgment or estimation to determine fair value, in which case the fair values are classified as Level 3. The Level 3 positions predominantly consist of direct purchase municipal securities. A significant change in the unobservable inputs for these securities may result in a significant change in the ending fair value measurement of these securities. 152 Huntington Bancshares Incorporated Table of Contents Direct purchase municipal securities, in addition to certain private-label CMOs and asset-backed securities, are classified as Level 3 and require estimates to determine fair value which results in greater subjectivity. The fair value is determined by utilizing a discounted cash flow valuation technique employed by a third-party valuation specialist. The third-party specialist uses assumptions related to yield, prepayment speed, conditional default rates and loss severity based on certain factors such as credit worthiness of the counterparty, prevailing market rates, and analysis of similar securities. Huntington evaluates the fair values provided by the third-party specialist for reasonableness. Derivative assets and liabilities Derivatives classified as Level 2 primarily consist of interest rate contracts, which are valued using a discounted cash flow method that incorporates current market interest rates. In addition, Level 2 includes foreign exchange and commodity contracts, which are valued using exchange traded swaps, exchange traded options, and futures market data. Level 2 also includes exchange traded options and forward commitments to deliver mortgage-backed securities, which are valued using quoted prices. Derivatives classified as Level 3 consist of interest rate lock agreements related to mortgage loan commitments, the Visa ® share swap, and credit default swaps. MSRs MSRs are accounted for using the fair value method and are classified as Level 3. Refer to Note 7 - “ Mortgage Loan Sales and Servicing Rights ” for information on valuation methodology. Short-term borrowings Short-term borrowings accounted for at fair value include debt and equity securities held by our broker dealer in its trading inventory and securities sold short as a hedging strategy for purposes of supporting client trading activities. Level 1 fair value positions are determined by quoted market prices available in an active market for identical securities. When quoted market prices are not available, fair values are classified as Level 2 and are determined using quoted prices for similar assets in active markets. Long-term debt Huntington has elected to apply the fair value option for CLNs structured as long-term debt. CLNs are classified as Level 2 using quoted prices for similar liabilities in active markets, quoted prices of similar liabilities in markets that are not active, and inputs that are observable for the assets, either directly or indirectly, for substantially the full term of the financial instrument. 2025 Form 10-K 153 Table of Contents Assets and Liabilities measured at fair value on a recurring basis The following tables present our assets and liabilities measured at fair value on a recurring basis, including instruments where we have elected the fair value option. Fair Value Measurements at Reporting Date Using Netting Adjustments (1) Total (dollar amounts in millions) Level 1 Level 2 Level 3 At December 31, 2025 Assets Trading account securities $ — $ 63 $ — $ — $ 63 Available-for-sale securities: U.S. Treasury 4,635 — — — 4,635 Residential MBS — 9,669 — — 9,669 Residential CMO — 5,197 — — 5,197 Commercial MBS — 1,831 — — 1,831 Other agencies — 150 — — 150 Municipal securities — 82 4,061 — 4,143 Corporate debt — 178 — — 178 Asset-backed securities — 193 28 — 221 Private-label CMO — 79 19 — 98 Other securities/sovereign debt — 10 — — 10 Total available-for-sale securities 4,635 17,389 4,108 — 26,132 Other securities 30 12 — — 42 Loans held for sale — 885 — — 885 Loans held for investment — 105 62 — 167 MSRs — — 593 — 593 Other assets: Derivative assets — 499 8 ( 260 ) 247 Assets held in trust for deferred compensation plans 216 — — — 216 Liabilities Short-term borrowings 131 7 — — 138 Long-term debt — 1,161 — — 1,161 Derivative liabilities — 514 5 ( 169 ) 350 (1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties. 154 Huntington Bancshares Incorporated Table of Contents Fair Value Measurements at Reporting Date Using Netting Adjustments (1) Total (dollar amounts in millions) Level 1 Level 2 Level 3 At December 31, 2024 Assets Trading account securities $ 1 $ 52 $ — $ — $ 53 Available-for-sale securities: U.S. Treasury 6,556 — — — 6,556 Residential MBS — 10,017 — — 10,017 Residential CMO — 3,345 — — 3,345 Commercial MBS — 1,752 — — 1,752 Other agencies — 130 — — 130 Municipal securities — 34 3,954 — 3,988 Corporate debt — 1,055 — — 1,055 Asset-backed securities — 262 49 — 311 Private-label CMO — 88 21 — 109 Other securities/sovereign debt — 10 — — 10 Total available-for-sale securities 6,556 16,693 4,024 — 27,273 Other securities 29 2 — — 31 Loans held for sale — 652 — — 652 Loans held for investment — 112 61 — 173 MSRs — — 573 — 573 Other assets: Derivative assets — 606 4 ( 344 ) 266 Assets held in trust for deferred compensation plans 191 — — — 191 Liabilities Long-term debt — 821 — — 821 Derivative liabilities — 666 2 ( 90 ) 578 (1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties. 2025 Form 10-K 155 Table of Contents The following tables present a rollforward of the balance sheet amounts measured at fair value on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 measurements may also include observable components of value that can be validated externally. Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology. Level 3 Fair Value Measurements Available-for-sale securities (dollar amounts in millions) MSRs Derivative instruments Municipal securities Private- label CMO Asset- backed securities Loans held for investment Year Ended December 31, 2025 Opening balance $ 573 $ 2 $ 3,954 $ 21 $ 49 $ 61 Transfers into Level 3 — — — — — 9 Transfers out of Level 3 (1) — ( 42 ) — — — — Total gains (losses) for the period: Included in earnings: Interest and fee income — — ( 1 ) — — — Mortgage banking income ( 4 ) 45 — — — — Other noninterest income — ( 11 ) — — — — Included in OCI — — 60 — — — Purchases/originations 93 — 1,196 — — — Sales — — ( 4 ) — — Repayments — — — — — ( 8 ) Settlements ( 69 ) 9 ( 1,148 ) 2 ( 21 ) — Closing balance $ 593 $ 3 $ 4,061 $ 19 $ 28 $ 62 Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date $ ( 4 ) $ 3 $ — $ — $ — $ — Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period — — 53 — — — 156 Huntington Bancshares Incorporated Table of Contents Level 3 Fair Value Measurements Available-for-sale securities (dollar amounts in millions) MSRs Derivative instruments Municipal securities Private- label CMO Asset- backed securities Loans held for investment Year Ended December 31, 2024 Opening balance $ 515 $ ( 2 ) $ 3,335 $ 20 $ 75 $ 54 Transfers into Level 3 — — — — — 13 Transfers out of Level 3 (1) — ( 25 ) — — — — Total gains (losses) for the period: Included in earnings: Interest and fee income — — ( 1 ) ( 1 ) — ( 1 ) Provision for credit losses — — ( 2 ) — — — Mortgage banking income 60 24 — — — — Other noninterest income — ( 13 ) — — — — Included in OCI — — 33 — — — Purchases/originations 54 — 1,256 — 15 — Repayments — — — — — ( 5 ) Settlements ( 56 ) 18 ( 667 ) 2 ( 41 ) — Closing balance $ 573 $ 2 $ 3,954 $ 21 $ 49 $ 61 Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date $ 60 $ ( 1 ) $ — $ — $ — $ — Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period — — 27 — — — Level 3 Fair Value Measurements Available-for-sale securities (dollar amounts in millions) MSRs Derivative instruments Municipal securities Private- label CMO Asset- backed securities Loans held for investment Year Ended December 31, 2023 Opening balance $ 494 $ ( 2 ) $ 3,248 $ 20 $ 74 $ 16 Transfers into Level 3 — — — — — 41 Transfers out of Level 3 (1) — ( 23 ) — — — — Total gains (losses) for the period: Included in earnings: Interest and fee income — — ( 2 ) ( 1 ) — ( 3 ) Mortgage banking income 7 25 — — — — Other noninterest income — ( 2 ) — — — — Included in OCI — — 73 — 1 — Purchases/originations 63 — 928 1 — — Sales ( 1 ) — — — — — Settlements ( 48 ) — ( 912 ) — — — Closing balance $ 515 $ ( 2 ) $ 3,335 $ 20 $ 75 $ 54 Change in unrealized gains (losses) for the period included in earnings for assets held at end of the reporting date $ 7 $ ( 3 ) $ — $ — $ — $ — Change in unrealized gains (losses) for the period included in other comprehensive income for assets held at the end of the reporting period — — 47 — 1 — (1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held for sale, which is classified as Level 2. 2025 Form 10-K 157 Table of Contents Assets and liabilities under the fair value option The following table presents the fair value and aggregate principal balance of certain assets and liabilities under the fair value option. Total Loans Loans that are 90 or more days past due (dollar amounts in millions) Fair value carrying amount Aggregate unpaid principal Difference Fair value carrying amount Aggregate unpaid principal Difference At December 31, 2025 Assets Loans held for sale $ 885 $ 855 $ 30 $ — $ — $ — Loans held for investment 167 179 ( 12 ) 3 4 ( 1 ) Liabilities Long-term debt 1,161 1,151 ( 10 ) At December 31, 2024 Assets Loans held for sale $ 652 $ 640 $ 12 $ — $ — $ — Loans held for investment 173 184 ( 11 ) 4 4 — Liabilities Long-term debt 821 817 ( 4 ) The following table presents the net (losses) gains from fair value changes. Year Ended December 31, (dollar amounts in millions) Classification 2025 2024 2023 Loans held for sale Mortgage banking income $ 18 $ ( 5 ) $ 10 Loans held for investment Mortgage banking income ( 1 ) ( 1 ) ( 5 ) Long-term debt Other noninterest income ( 6 ) ( 4 ) — Assets and Liabilities measured at fair value on a nonrecurring basis Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. The gains (losses) represent the amounts recorded during the period regardless of whether the asset is still held at period end. The amounts measured at fair value on a nonrecurring basis were as follows. Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Total Losses Year Ended (dollar amounts in millions) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2023 Collateral-dependent loans $ 74 $ 192 $ ( 86 ) $ ( 122 ) $ ( 21 ) Huntington records nonrecurring adjustments of collateral-dependent loans held for investment. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Appraisals are generally obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for comparable properties and cost of construction. Periodically, in cases where the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized in the form of a charge-off. 158 Huntington Bancshares Incorporated Table of Contents Significant unobservable inputs for assets and liabilities measured at fair value The following table presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value. Quantitative Information about Level 3 Fair Value Measurements (1) At December 31, 2025 At December 31, 2024 (dollar amounts in millions) Valuation Technique Significant Unobservable Input Range Weighted Average Range Weighted Average Measured at fair value on a recurring basis: MSRs Discounted cash flow Constant prepayment rate 6 % - 61 % 8 % 6 % - 43 % 8 % Spread over forward interest rate swap rates 5 % - 11 % 5 % 5 % - 10 % 6 % Municipal securities and asset-backed securities Discounted cash flow Discount rate 4 % - 4 % 4 % 4 % - 5 % 5 % Cumulative default — % - 64 % 3 % — % - 39 % 4 % Loss given default (2) 20 % 20 % (1) Certain disclosures related to quantitative level 3 fair value measurements do not include those deemed to be immaterial. (2) The range is not meaningful for this unobservable input. The following provides a general description of the impact of a change in an unobservable input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs. Components of credit loss estimates including probability of default, constant default, cumulative default, loss given default, cure given deferral, and loss severity, are driven by the ability of the borrowers to pay their loans and the value of the underlying collateral and are impacted by changes in macroeconomic conditions, typically increasing when economic conditions worsen and decreasing when conditions improve. An increase in the estimated prepayment rate typically results in a decrease in estimated credit losses and vice versa. Higher credit loss estimates generally result in lower fair values. Credit spreads generally increase when liquidity risks and market volatility increase and decrease when liquidity conditions and market volatility improve. Discount rates and spread over forward interest rate swap rates typically increase when market interest rates increase and/or credit and liquidity risks increase and decrease when market interest rates decline and/or credit and liquidity conditions improve. Higher discount rates and credit spreads generally result in lower fair market values. Fair values of financial instruments Many of the assets and liabilities subject to the disclosure requirements are not actively traded, requiring fair values to be estimated by management. These estimations necessarily involve the use of judgment about a wide variety of factors, including, but not limited to, relevancy of market prices of comparable instruments, expected future cash flows, and appropriate discount rates. The short-term nature of certain assets and liabilities result in their carrying value approximating fair value. These include trading account securities, customers’ acceptance liabilities, short-term borrowings, bank acceptances outstanding, and cash and short-term assets, which include cash and due from banks and interest-earning deposits with banks. Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses that limit Huntington’s exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value. Certain assets, the most significant being operating lease assets, bank owned life insurance, and premises and equipment, do not meet the definition of a financial instrument and are excluded from this disclosure. Similarly, mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included in the following tables. Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value. 2025 Form 10-K 159 Table of Contents The following table provides the carrying amounts and estimated fair values of Huntington’s financial instruments. (dollar amounts in millions) Amortized Cost Lower of Cost or Market Fair Value or Fair Value Option Total Carrying Amount Estimated Fair Value At December 31, 2025 Financial Assets Cash and short-term assets $ 14,078 $ — $ — $ 14,078 $ 14,078 Trading account securities — — 63 63 63 Available-for-sale securities — — 26,132 26,132 26,132 Held-to-maturity securities 15,258 — — 15,258 13,636 Other securities 952 — 42 994 994 Loans held for sale — 530 885 1,415 1,420 Net loans and leases (1) 146,938 — 167 147,105 146,273 Derivative assets — — 247 247 247 Assets held in trust for deferred compensation plans — — 216 216 216 Financial Liabilities Deposits (2) 176,610 — — 176,610 176,610 Short-term borrowings 1,123 — 138 1,261 1,261 Long-term debt 16,060 — 1,161 17,221 17,479 Derivative liabilities — — 350 350 350 At December 31, 2024 Financial Assets Cash and short-term assets $ 13,332 $ — $ — $ 13,332 $ 13,332 Trading account securities — — 53 53 53 Available-for-sale securities — — 27,273 27,273 27,273 Held-to-maturity securities 16,368 — — 16,368 14,086 Other securities 792 — 31 823 823 Loans held for sale — 2 652 654 654 Net loans and leases (1) 127,625 — 173 127,798 125,557 Derivative assets — — 266 266 266 Assets held in trust for deferred compensation plans — — 191 191 191 Financial Liabilities Deposits (2) 162,448 — — 162,448 162,455 Short-term borrowings 199 — — 199 199 Long-term debt 15,553 — 821 16,374 16,573 Derivative liabilities — — 578 578 578 (1) Includes collateral-dependent loans. (2) Includes $ 2.1 billion and $ 1.5 billion in time deposits in excess of the FDIC insurance coverage limit at December 31, 2025 and December 31, 2024, respectively. 160 Huntington Bancshares Incorporated Table of Contents The following table presents the level in the fair value hierarchy for estimated fair values. Estimated Fair Value Measurements at Reporting Date Using Netting Estimated Fair Value (dollar amounts in millions) Level 1 Level 2 Level 3 Adjustments (1) At December 31, 2025 Financial Assets Trading account securities $ — $ 63 $ — $ — $ 63 Available-for-sale securities 4,635 17,389 4,108 — 26,132 Held-to-maturity securities 2,368 11,268 — — 13,636 Other securities (2) 30 12 — — 42 Loans held for sale — 885 535 — 1,420 Net loans and leases — 105 146,168 — 146,273 Derivative assets — 499 8 ( 260 ) 247 Financial Liabilities Deposits — 158,472 18,138 — 176,610 Short-term borrowings 131 1,130 — — 1,261 Long-term debt — 12,336 5,143 — 17,479 Derivative liabilities — 514 5 ( 169 ) 350 At December 31, 2024 Financial Assets Trading account securities $ 1 $ 52 $ — $ — $ 53 Available-for-sale securities 6,556 16,693 4,024 — 27,273 Held-to-maturity securities 2,023 12,063 — — 14,086 Other securities (2) 29 2 — — 31 Loans held for sale — 652 2 — 654 Net loans and leases — 113 125,444 — 125,557 Derivative assets — 606 4 ( 344 ) 266 Financial Liabilities Deposits — 147,045 15,410 — 162,455 Short-term borrowings — 199 — — 199 Long-term debt — 11,242 5,331 — 16,573 Derivative liabilities — 666 2 ( 90 ) 578 (1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties. (2) Excludes securities without readily determinable fair values. 2025 Form 10-K 161 Table of Contents