10-K – 2026-02-13 – hban-20251231.htm

20. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability (in other assets or other liabilities, respectively) and measured at fair value.
Derivative financial instruments can be designated as accounting hedges under GAAP. Designating a derivative as an accounting hedge allows Huntington to recognize gains and losses on the hedging instruments in the income statement line item where the gains and losses on the hedged item are recognized. Gains and losses on derivatives that are not designated in an effective hedge relationship under GAAP immediately impact earnings within the period they occur.
The following table presents the fair values and notional values of all derivative instruments included in the Consolidated Balance Sheets. Amounts in the table below are presented gross without the impact of any net collateral arrangements.
At December 31, 2025 At December 31, 2024
(dollar amounts in millions) Notional Value Asset Liability Notional Value Asset Liability
Derivatives designated as Hedging Instruments
Interest rate contracts $ 43,996   $ 109   $ 28   $ 45,634   $ 24   $ —  
Foreign exchange contracts 809   4   —   250   —   5  
Derivatives not designated as Hedging Instruments
Interest rate contracts 49,284   260   389   42,359   456   580  
Foreign exchange contracts 7,085   58   60   5,465   79   54  
Equity contracts 912   33   5   823   20   2  
Commodities contracts 822   40   37   683   29   27  
Credit contracts 139   3   —   247   2   —  
Total contracts
$ 103,047   $ 507   $ 519   $ 95,461   $ 610   $ 668  

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

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

Year Ended December 31,
(dollar amounts in millions) 2025 2024 2023
Interest rate contracts:
Customer Capital markets and advisory fees $ 49   $ 37   $ 30  
Mortgage banking Mortgage banking income —   ( 49 ) ( 10 )

Interest rate swaptions
Other noninterest income
—   —   ( 24 )
Foreign exchange contracts Capital markets and advisory fees 50   45   45  
Equity contracts Other noninterest income and other noninterest expense ( 11 ) ( 18 ) ( 13 )
Commodities contracts Capital markets and advisory fees 3   4   5  
Credit contracts Other noninterest income ( 7 ) ( 14 ) ( 2 )
Total $ 84   $ 5   $ 31  

Derivatives used in asset and liability management activities
Huntington engages in balance sheet hedging activity, principally for asset and liability management purposes. Balance sheet hedging activity is generally arranged to receive hedge accounting treatment that can be classified as either fair value or cash flow hedges. Fair value hedges are executed to hedge changes in fair value of outstanding fixed-rate debt and investment securities caused by fluctuations in market interest rates. Cash flow hedges are executed to modify interest rate characteristics of designated commercial loans in order to reduce the impact of changes in future cash flows due to market interest rate changes.
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The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities, identified by the underlying interest rate-sensitive instruments.

At December 31, 2025
(dollar amounts in millions) Fair Value Hedges Cash Flow Hedges Economic Hedges Total
Instruments associated with:
Investment securities $ 5,147   $ —   $ —   $ 5,147  
Loans —   28,250   28   28,278  

Long-term debt 10,599   —   —   10,599  
Total notional value $ 15,746   $ 28,250   $ 28   $ 44,024  

At December 31, 2024
(dollar amounts in millions) Fair Value Hedges Cash Flow Hedges Economic Hedges Total
Instruments associated with:
Investment securities $ 10,987   $ —   $ —   $ 10,987  
Loans —   23,300   175   23,475  

Long-term debt 11,347   —   —   11,347  
Total notional value $ 22,334   $ 23,300   $ 175   $ 45,809  

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of assets and liabilities. Net amounts receivable or payable on contracts hedging either interest-earning assets or interest-bearing liabilities were accrued as an adjustment to either interest income or interest expense. Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for floors that were not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges reclassified from AOCI. The net amounts resulted in decreases to net interest income of $ 106 million for the year ended December 31, 2025, $ 231 million for the year ended December 31, 2024, and $ 248 million for the year ended December 31, 2023.
Fair Value Hedges
The changes in fair value of the fair value hedges are recorded through earnings and offset against changes in the fair value of the hedged item.
Huntington has designated $ 5.1 billion of interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults, or other factors affecting the timing and amount of cash flows. The fair value portfolio level basis adjustment on our hedged MBS portfolio has not been attributed to the individual AFS securities in our Consolidated Balance Sheets.
The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item.

  Year Ended December 31,
(dollar amounts in millions) 2025 2024 2023
Interest rate contracts
Change in fair value of interest rate swaps hedging investment securities (1) $ ( 284 ) $ ( 246 ) $ ( 284 )
Change in fair value of hedged investment securities (1) 281   239   282  
Change in fair value of interest rate swaps hedging long-term debt (2) 225   ( 109 ) 141  
Change in fair value of hedged long-term debt (2) ( 224 ) 108   ( 141 )

(1) Recognized in Interest income—available-for-sale securities—taxable in the Consolidated Statements of Income .
(2) Recognized in Interest expense—long-term debt in the Consolidated Statements of Income .
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The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges.

Amortized Cost Cumulative Amount of Fair Value Hedging Adjustment to Hedged Items

At December 31, At December 31,
(dollar amounts in millions) 2025 2024 2025 2024
Assets
Investment securities (1) $ 11,402   $ 16,390   $ ( 177 ) $ ( 458 )
Liabilities

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

(1) Amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method. The hedged item is a layer of the closed portfolio that is expected to be remaining at the end of the hedging relationship.
(2) Excluded from the above table are the cumulative amounts of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $( 42 ) million at December 31, 2025 and $( 56 ) million at December 31, 2024.
Cash Flow Hedges
At December 31, 2025, Huntington had $ 28.3 billion of interest rate swaps and floors that are designated as cash flow hedges for variable-rate commercial loans. The change in the fair value of a derivative instrument designated as a cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings. The initial premium paid for the interest rate floor contracts represents the time value of the contracts and is not included in the measurement of hedge effectiveness. The initial premium paid is amortized on a straight-line basis as a reduction to interest income over the contractual life of these contracts.
At December 31, 2025, the net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months totaled $ 15 million.
Derivatives used in mortgage banking activities
Mortgage loan origination hedging activity
Huntington uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock commitments and its mortgage loans held for sale. Mortgage loan sale commitments and the related interest rate lock commitments are carried at fair value on the Consolidated Balance Sheets with changes in fair value reflected in mortgage banking income. Huntington’s mortgage origination hedging activity is related to economically hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties. The value of a newly originated mortgage is not firm until the interest rate is committed or locked. Forward commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate change. These derivatives were in a net asset position of $ 2 million at December 31, 2025 and $ 7 million and December 31, 2024. At December 31, 2025 and December 31, 2024, Huntington had commitments to sell residential real estate loans of $ 1.2 billion and $ 869 million, respectively. These contracts mature in less than one year.
MSR hedging activity
Huntington also uses certain derivative financial instruments to offset changes in value of its MSRs. These derivatives consist primarily of forward interest rate agreements and forward mortgage contracts. The derivative instruments used are not designated as qualifying hedges. Accordingly, such derivatives are recorded at fair value with changes in fair value reflected in mortgage banking income. Huntington’s MSR economic hedging activity uses securities and derivatives to manage the value of the MSR assets and to mitigate the various types of risk inherent in the MSR assets, including risks related to duration, basis, convexity, volatility, and yield curve. The hedging instruments include forward commitments, TBA securities, Treasury futures contracts, interest rate swaps, and options on interest rate swaps.
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MSR hedging trading assets and liabilities are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. Trading gains (losses) are included in mortgage banking income in the Consolidated Statements of Income. The notional value of the derivative financial instruments, the corresponding trading assets and liabilities positions, and net trading gains (losses) related to MSR hedging activity is summarized in the following tables.

At December 31,
(dollar amounts in millions) 2025 2024
Notional value $ 2,658   $ 1,780  

Trading liabilities 18   45  

Year Ended December 31,
(dollar amounts in millions) 2025 2024 2023
Trading gains (losses) $ 5   $ ( 60 ) $ ( 10 )

Derivatives used in customer-related activities
Various derivative financial instruments are offered to enable customers to meet their financing and investing objectives and for their risk-management purposes. Derivative financial instruments used in trading activities consist of commodity, interest rate, and foreign exchange contracts. Huntington enters into offsetting third-party contracts with approved, reputable counterparties with substantially matching terms and currencies in order to economically hedge significant exposure related to derivatives used in trading activities.
The interest rate or price risk of customer derivatives is mitigated by entering into similar derivatives having offsetting terms with other counterparties. The credit risk to these customers is evaluated and included in the calculation of fair value.
The net fair values of these derivative financial instruments, for which the gross amounts are included in other assets or other liabilities at December 31, 2025 and December 31, 2024, were $ 58 million and $ 72 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $ 52.8 billion and $ 45.2 billion at December 31, 2025 and December 31, 2024, respectively. Huntington’s credit risk from customer derivatives was $ 168 million and $ 76 million at the same dates, respectively.
Credit derivative instruments
Huntington enters into credit default swaps to hedge credit risk associated with certain loans and leases. These contracts are accounted for as derivatives, and accordingly, these contracts are recorded at fair value.
Financial assets and liabilities that are offset in the Consolidated Balance Sheets
Huntington records derivatives at fair value as further described in Note 19 - “ Fair Values of Assets and Liabilities .”
Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Additionally, collateral exchanged with counterparties is also netted against the applicable derivative fair values. Huntington enters into derivative transactions with two primary groups: 1) broker-dealers and banks, and 2) Huntington’s customers. Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.
Huntington enters into transactions with broker-dealers and banks for various risk management purposes. These types of transactions generally are high dollar volume. Huntington enters into collateral and master netting agreements with these counterparties and routinely exchanges cash and high quality securities collateral.
Huntington also enters into transactions with customers to meet their financing, investing, payment and risk-management needs. These types of transactions generally are low dollar volume. Huntington enters into master netting agreements with customer counterparties; however, collateral is generally not exchanged with customer counterparties.
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In addition, Huntington clears certain derivative transactions through a clearinghouse, rather than directly with counterparties. Transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position.
In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net credit risk of $ 73 million and $ 192 million at December 31, 2025 and December 31, 2024, respectively. The net credit risk associated with derivatives is calculated after considering master netting agreements and is reduced by collateral that has been pledged by the counterparty.
At December 31, 2025, Huntington pledged $ 174 million of investment securities and cash collateral to counterparties, while other counterparties pledged $ 195 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.
The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Balance Sheets.

Offsetting of Financial Assets and Derivative Assets
Gross amounts
offset in the
consolidated
balance sheets
Net amounts of
assets
presented in
the
consolidated
balance sheets

Gross amounts not offset in the consolidated balance sheets
(dollar amounts in millions) Gross amounts
of recognized
assets
Financial
instruments
Cash collateral
received
Net amount
At December 31, 2025 $ 507   $ ( 260 ) $ 247   $ ( 2 ) $ ( 100 ) $ 145  
At December 31, 2024 610   ( 344 ) 266   ( 5 ) ( 35 ) 226  

Offsetting of Financial Liabilities and Derivative Liabilities
Gross amounts
offset in the
consolidated
balance sheets
Net amounts of
liabilities
presented in
the
consolidated
balance sheets

Gross amounts not offset in the consolidated balance sheets
(dollar amounts in millions) Gross amounts
of recognized
liabilities
Financial
instruments
Cash collateral
delivered
Net amount
At December 31, 2025 $ 519   $ ( 169 ) $ 350   $ ( 120 ) $ ( 15 ) $ 215  
At December 31, 2024 668   ( 90 ) 578   ( 67 ) ( 316 ) 195  

21. VARIABLE INTEREST ENTITIES
Consolidated VIEs
Huntington engages in activities with VIEs in the normal course of business that result in Huntington being the primary beneficiary and which are consolidated in Huntington’s financial statements. The following table provides a summary of the assets and liabilities of VIEs carried on Huntington’s Consolidated Balance Sheets.

(dollar amounts in millions) At December 31, 2025 At December 31, 2024
Assets
Net loans and leases $ 669   $ 1,122  
Other assets 431   264  
Total assets $ 1,100   $ 1,386  
Liabilities
Long-term borrowings $ 600   $ 1,023  
Other liabilities 152   109  
Total liabilities $ 752   $ 1,132  

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Huntington previously completed a securitization transaction by transferring automobile loans to a SPE which was deemed to be a VIE, with the SPE in turn issuing asset-backed notes. The primary purpose of the VIE in the securitization transaction was to issue asset-backed securities with varying levels of credit subordination and payment priority. Huntington retained notes and residual interest in the VIE and, therefore, has an obligation to absorb losses and a right to receive benefits that could potentially be significant to the VIE. In addition, Huntington retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. The assets of the VIE are restricted to the settlement of the asset-backed securities and other obligations of the VIE. Third-party holders of the asset-backed notes do not have recourse to the general assets of Huntington.
The economic performance of the VIE is most significantly impacted by the performance of the underlying loans. The VIE is exposed to credit and prepayment risk, which are managed through credit enhancements in the form of reserve accounts, over-collateralization, excess interest on the loans, and the subordination of certain classes of asset-backed securities.
Consolidated VIEs at December 31, 2025 and December 31, 2024 also included investments in LIHTC operating entities that were syndicated and where we serve as the general partner and manager. As manager of these entities, we have the power to direct the activities that most significantly impact economic performance, as well as an obligation to absorb significant expected losses, of the entities.
Unconsolidated VIEs
The following table provides a summary of the assets and liabilities included in Huntington’s Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related to unconsolidated VIEs for which Huntington holds an interest in, but is not the primary beneficiary.

(dollar amounts in millions)
Total Assets Total Liabilities Maximum Exposure to Loss
At December 31, 2025
Affordable housing tax credit partnerships $ 2,453   $ 946   $ 2,453  
Trust preferred securities 14   262   —  
Other investments 1,465   196   1,465  
Total $ 3,932   $ 1,404   $ 3,918  
At December 31, 2024
Affordable housing tax credit partnerships $ 2,382   $ 1,065   $ 2,382  
Trust preferred securities 14   248   —  
Other investments 1,201   168   1,201  
Total $ 3,597   $ 1,481   $ 3,583  

Affordable Housing and Other Tax Credit Investments
Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the LIHTC pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.
Huntington uses the proportional amortization method to account for a majority of its investments in these entities. These investments are included in other assets . Investments that do not meet the requirements of the proportional amortization method are accounted for using the equity method. Investment losses are included in Other noninterest income in the Consolidated Statements of Income.
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The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments.

At December 31,
(dollar amounts in millions) 2025 2024
Affordable housing tax credit investments $ 3,898   $ 3,628  
Less: amortization ( 1,445 ) ( 1,246 )
Net affordable housing tax credit investments $ 2,453   $ 2,382  
Unfunded commitments $ 946   $ 1,065  

The following table presents other information relating to Huntington’s affordable housing tax credit investments.

   
Year Ended December 31,
(dollar amounts in millions) 2025 2024 2023
Tax credits and other tax benefits recognized $ 331   $ 273   $ 260  
Proportional amortization expense included in provision for income taxes 261   234   205  

The initial investment in affordable housing tax credit investments and subsequent tax credits, benefits, and amortization are included within operating activities in the Consolidated Statements of Cash Flows.
Trust-Preferred Securities
Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior subordinated debentures, which are reflected in Huntington’s Consolidated Balance Sheet as long-term debt. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Consolidated Financial Statements.
Other Investments
Other investments determined to be VIE’s include investments in Small Business Investment Companies, Historic Tax Credit Investments, certain equity method investments, renewable energy financings, and other miscellaneous investments.

22. COMMITMENTS AND CONTINGENT LIABILITIES
Commitments to Extend Credit
In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Consolidated Financial Statements. The contract amounts of these financial agreements were as follows.  

  At December 31,
(dollar amounts in millions) 2025 2024
Contract amount representing credit risk
Commitments to extend credit:
Commercial and industrial $ 47,736   $ 37,422  
Consumer loan portfolio 21,659   19,993  
Commercial real estate 4,036   2,089  
Standby letters of credit and guarantees on industrial revenue bonds 895   725  

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Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. Certain commitments to extend credit are secured by collateral, including residential and commercial real estate, inventory, receivables, cash and securities, and other business assets.
Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third party. These conditional commitments are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions and mature within two years. Since the conditions under which Huntington is required to fund these conditional commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. The carrying amount of deferred revenue associated with these conditional commitments was $ 31 million and $ 27 million at December 31, 2025 and December 31, 2024, respectively.
Other Guarantees
Huntington provides guarantees to certain third-party investors in connection with the sale of syndicated affordable housing tax credits. These guarantees are generally in the form of make-whole provisions that are triggered if the underlying performance of LIHTC properties result in a shortfall to the third-party investors and remain in effect until the final associated tax credits are realized. The maximum amount guaranteed by the Company under these arrangements total approximately $ 366  million and $ 201  million as of December 31, 2025 and December 31, 2024, respectively, and represents the guaranteed portion in these transactions where the make-whole provisions have not yet expired. As of December 31, 2025, the Company did not expect to be subject to any make-whole provisions under these guarantees.
Litigation and Regulatory Matters
In the ordinary course of business, Huntington is, or may be a defendant in, or party to, pending and threatened legal and regulatory actions and proceedings.
In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, Huntington generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each matter may be.
Huntington establishes an accrued liability when those matters present loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Huntington thereafter continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established.
For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss is $ 0 to $ 20 million at December 31, 2025 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. The estimated range of possible loss does not represent Huntington’s maximum loss exposure.
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Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the consolidated financial position of Huntington. Further, management believes that amounts accrued are adequate to address Huntington’s contingent liabilities. However, in light of the inherent uncertainties involved in these matters, some of which are beyond Huntington’s control, and the large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to Huntington’s results of operations for any particular reporting period.

23. OTHER REGULATORY MATTERS
Huntington and the Bank are subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank. These rules implement the Basel III international regulatory capital standards in the U.S., as well as certain provisions of the Dodd-Frank Act. These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Under the U.S. Basel III capital rules, Huntington’s and the Bank’s assets, exposures, and certain off-balance sheet items are subject to risk weights used to determine the institutions’ risk-weighted assets.
Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on Huntington’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.
In addition to meeting the minimum capital requirements under the U.S. Basel III capital rules, Huntington and the Bank must also maintain the applicable capital buffer requirements, SCB or CCB, to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.
As of December 31, 2025, Huntington’s and the Bank’s regulatory capital ratios were above the well-capitalized standards and met the applicable capital buffer requirements. Please refer to the table below for a summary of Huntington’s and the Bank’s regulatory capital ratios.

Minimum Minimum Ratio +

Regulatory Capital Buffer (1) Well- At December 31,
Capital At December 31, Capitalized 2025 2024
(dollar amounts in millions) Ratios 2025 2024 Minimums Ratio Amount Ratio Amount

CET1 risk-based capital Consolidated 4.5   % 7.0   % 7.0   % N/A 10.4   % $ 17,286   10.5   % $ 15,127  
Bank 4.5   7.0   7.0   6.5   % 11.7   19,426   11.6   16,540  
Tier 1 risk-based capital Consolidated 6.0   8.5   8.5   6.0   12.0   20,027   11.9   17,126  
Bank 6.0   8.5   8.5   8.0   12.4   20,626   12.4   17,746  
Total risk-based capital Consolidated 8.0   10.5   10.5   10.0   14.2   23,593   14.3   20,565  
Bank 8.0   10.5   10.5   10.0   14.0   23,165   14.1   20,240  
Tier 1 leverage Consolidated 4.0   N/A N/A N/A 9.3   20,027   8.6   17,126  
Bank 4.0   N/A N/A 5.0   9.6   20,626   8.9   17,746  

(1)    The SCB, applicable to Huntington, was 2.5 % at both December 31, 2025 and December 31, 2024. The CCB, applicable to the Bank, was 2.5 % at both December 31, 2025 and December 31, 2024.
Under current Federal Reserve regulations, the Bank is limited as to the amount and type of loans it may make to the parent company and nonbank subsidiaries. At December 31, 2025, the Bank could lend $ 2.3 billion to a single affiliate, subject to the qualifying collateral requirements defined in the regulations.
Dividends from the Bank are one of the major sources of funds for the Company. These funds aid the Company in the payment of dividends to shareholders, expenses, and other obligations. Payment of dividends and/or return of capital to the parent company is subject to various legal and regulatory limitations. Also, there are statutory and regulatory limitations on the ability of national banks to pay dividends or make other capital distributions .
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24. PARENT-ONLY FINANCIAL STATEMENTS
The parent-only financial statements, which include transactions with subsidiaries, are as follows.

Balance Sheets At December 31,
(dollar amounts in millions) 2025 2024
Assets
Cash and due from banks $ 3,588   $ 4,103  
Due from The Huntington National Bank 3,116   2,817  
Due from non-bank subsidiaries 18   18  
Investment in The Huntington National Bank 24,712   20,127  
Investment in non-bank subsidiaries 357   331  
Accrued interest receivable and other assets 991   811  
Total assets $ 32,782   $ 28,207  
Liabilities and shareholders’ equity
Long-term borrowings $ 7,024   $ 7,177  
Dividends payable, accrued expenses, and other liabilities 1,416   1,290  
Total liabilities 8,440   8,467  
Shareholders’ equity (1) 24,342   19,740  
Total liabilities and shareholders’ equity $ 32,782   $ 28,207  

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

Statements of Income Year Ended December 31,
(dollar amounts in millions) 2025 2024 2023
Income
Dividends from:
The Huntington National Bank $ 795   $ 2,041   $ 1,706  
Non-bank subsidiaries 55   15   27  
Interest from:
The Huntington National Bank 164   204   77  
Non-bank subsidiaries 1   2   2  
Other —   3   ( 1 )
Total income 1,015   2,265   1,811  
Expense
Personnel costs 10   7   5  
Interest on borrowings 404   365   252  
Other 256   176   191  
Total expense 670   548   448  
Income before income taxes and equity in undistributed net income of subsidiaries 345   1,717   1,363  
Provision (benefit) for income taxes ( 111 ) ( 73 ) ( 75 )
Income before equity in undistributed net income of subsidiaries 456   1,790   1,438  
Increase in undistributed net income of:
The Huntington National Bank 1,729   78   486  
Non-bank subsidiaries 26   72   27  
Net income 2,211   1,940   1,951  
Other comprehensive income (loss) (1)
958   ( 190 ) 422  
Comprehensive income
$ 3,169   $ 1,750   $ 2,373  

(1) See Consolidated Statements of Comprehensive Income for other comprehensive (loss) income detail.
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Statements of Cash Flows Year Ended December 31,
(dollar amounts in millions) 2025 2024 2023
Operating activities
Net income $ 2,211   $ 1,940   $ 1,951  
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries ( 1,755 ) ( 150 ) ( 513 )
Depreciation and amortization 9   7   —  

Other, net 278   ( 121 ) 192  
Net cash provided by operating activities 743   1,676   1,630  
Investing activities
Investment in subsidiaries
—   ( 1,750 ) —  
Repayments from subsidiaries —   1,107   503  
Advances to subsidiaries ( 450 ) ( 1,700 ) ( 1,753 )

Net cash received from business combinations
13   —   —  

Other, net ( 27 ) ( 21 ) ( 10 )
Net cash used in investing activities
( 464 ) ( 2,364 ) ( 1,260 )
Financing activities

Net proceeds from issuance of long-term debt
—   2,995   1,250  

Repayment of long-term debt
( 489 ) ( 734 ) ( 323 )
Dividends paid on common and preferred stock ( 1,016 ) ( 1,047 ) ( 1,034 )

Net proceeds from issuance of preferred stock 741   —   317  

Redemption/repurchase of preferred stock —   ( 410 ) ( 82 )
Other, net ( 30 ) ( 14 ) ( 22 )
Net cash provided by (used in) financing activities
( 794 ) 790   106  
Increase (decrease) in cash and cash equivalents
( 515 ) 102   476  
Cash and cash equivalents at beginning of year 4,103   4,001   3,525  
Cash and cash equivalents at end of year $ 3,588   $ 4,103   $ 4,001  
Supplemental disclosure:
Interest paid
$ 384   $ 332   $ 228  
Non-cash activity:

Fair value of long-term debt assumed in business combination
159   —   —  

25. SEGMENT REPORTING
Huntington’s business segments are based on our internally aligned segment leadership structure, which is how management monitors results and assesses performance. Huntington reports on two business segments: Consumer & Regional Banking and Commercial Banking.
Huntington’s CEO is the CODM for each of our business segments. The CODM primarily utilizes net interest income and net income attributable to Huntington to assess segment performance and to allocate resources to meet our business objectives. The CODM considers budget-to-actual variances for these profit measures when making decisions about allocating resources, comparing performance among the segments, and determining compensation of certain colleagues.
172 Huntington Bancshares Incorporated

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The following is a description of our business segments:
Consumer & Regional Banking - Consumer & Regional Banking delivers a comprehensive suite of consumer and business financial solutions through a customer-first, digitally enabled model. The segment encompasses Consumer Lending, Regional Banking, Branch Banking, and Wealth Management, offering products such as deposits, lending, payments, mortgage banking, dealer financing, investment management, personal trust and estate services, brokerage, insurance, and related financial solutions. We serve customers through our integrated network of regional banking and national specialty finance channels, including branches and ATMs, award-winning mobile and online platforms, interactive video teller technology, customer care centers, and strategic partnerships. Our approach combines local market expertise with national scale, enabling personalized experiences and convenient access to banking services.
Commercial Banking - The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which include a comprehensive set of product offerings. Our target clients span from mid-market to large corporates across a national footprint. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payment capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay. This segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.
All other items not included within our two business segments are reported within the Treasury / Other function, which primarily includes technology and operations, other unallocated assets, liabilities, revenues, and expenses.
Business segment results are determined based upon Huntington’s management practices, which assigns balance sheet and income statement items to each of the business segments. The process is designed around the organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.
Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Results of operations for the business segments reflect these fee sharing allocations.
The management process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to the business segments from Treasury / Other. Huntington utilizes a full-allocation methodology, where all Treasury / Other expenses, except reported acquisition-related net expenses, if any, and a small amount of other residual unallocated expenses, are allocated to the business segments.
The management policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data.
Huntington uses an active and centralized FTP methodology to attribute appropriate net interest income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing modeled duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities). The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost.
2025 Form 10-K 173

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

Income Statements
(dollar amounts in millions)
Consumer & Regional Banking Commercial Banking Treasury / Other Huntington
Consolidated

Year Ended December 31, 2025
Net interest income (loss) $ 4,127   $ 2,150   $ ( 286 ) $ 5,991  
Provision for credit losses 309   154   —   463  
Net interest income (loss) after provision for credit losses
3,818   1,996   ( 286 ) 5,528  
Noninterest income (loss)
1,424   761   ( 10 ) 2,175  
Noninterest expense:

Direct personnel costs
1,229   617   1,149   2,995  
Other noninterest expense, including corporate allocations
2,163   693   ( 836 ) 2,020  
Total noninterest expense
3,392   1,310   313   5,015  
Income (loss) before income taxes
1,850   1,447   ( 609 ) 2,688  
Provision (benefit) for income taxes 388   304   ( 233 ) 459  
Income attributable to non-controlling interest —   18   —   18  
Net income (loss) attributable to Huntington
$ 1,462   $ 1,125   $ ( 376 ) $ 2,211  
Year Ended December 31, 2024
Net interest income (loss)
$ 4,070   $ 2,123   $ ( 848 ) $ 5,345  
Provision for credit losses 284   136   —   420  
Net interest income (loss) after provision for credit losses
3,786   1,987   ( 848 ) 4,925  
Noninterest income 1,301   716   23   2,040  
Noninterest expense:

Direct personnel costs
1,135   607   959   2,701  
Other noninterest expense, including corporate allocations
2,038   611   ( 788 ) 1,861  
Total noninterest expense
3,173   1,218   171   4,562  
Income (loss) before income taxes
1,914   1,485   ( 996 ) 2,403  
Provision (benefit) for income taxes 402   312   ( 271 ) 443  
Income attributable to non-controlling interest —   20   —   20  
Net income (loss) attributable to Huntington
$ 1,512   $ 1,153   $ ( 725 ) $ 1,940  
Year Ended December 31, 2023
Net interest income (loss) $ 3,717   $ 2,162   $ ( 440 ) $ 5,439  
Provision for credit losses 246   156   —   402  
Net interest income (loss) after provision for credit losses
3,471   2,006   ( 440 ) 5,037  
Noninterest income 1,257   646   18   1,921  
Noninterest expense:

Direct personnel costs
1,138   502   889   2,529  
Other noninterest expense, including corporate allocations
1,926   632   ( 513 ) 2,045  
Total noninterest expense
3,064   1,134   376   4,574  
Income (loss) before income taxes
1,664   1,518   ( 798 ) 2,384  
Provision (benefit) for income taxes 349   319   ( 255 ) 413  
Income attributable to non-controlling interest —   20   —   20  
Net income (loss) attributable to Huntington
$ 1,315   $ 1,179   $ ( 543 ) $ 1,951  

  Assets at December 31,
Deposits at December 31,

(dollar amounts in millions) 2025 2024 2025 2024
Consumer & Regional Banking $ 87,307   $ 78,841   $ 117,188   $ 111,390  
Commercial Banking 79,798   66,919   50,657   43,366  

Treasury / Other 58,001   58,470   8,765   7,692  
Total $ 225,106   $ 204,230   $ 176,610   $ 162,448  

174 Huntington Bancshares Incorporated

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Item 9: Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.

Item 9A: Controls and Procedures
Disclosure Controls and Procedures
Huntington maintains disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Huntington’s management, with the participation of its Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, Huntington’s disclosure controls and procedures were effective.
As permitted by guidance issued by the Office of the Chief Accountant of the SEC, companies may exclude controls of an acquired business from their assessment of internal control over financial reporting for a period not to extend more than one year beyond the date of the acquisition. Management’s assessment of the effectiveness of Huntington’s internal control over financial reporting as of December 31, 2025 did not include the internal controls of Veritex Holdings, Inc. and its subsidiaries (“Veritex”), which Huntington acquired on October 20, 2025. The financial results of Veritex are included in Huntington’s consolidated financial statements since the date of acquisition. As of and for the year ended December 31, 2025, Veritex's assets and revenues represented approximately 5% and 1% of Huntington’s consolidated assets and revenues, respectively. See "Note 3. Business Combinations " for further discussion of the Veritex acquisition and its impact on Huntington’s consolidated financial statements.
Internal Control Over Financial Reporting
Information required by this item is set forth in the Report of Management’s Assessment of Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Item 9B: Other Information
Trading Plans

Name and Title Character of Trading Arrangement (1) Date Adopted Duration (2) Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement (3)

Scott D. Kleinman , Senior Executive Vice President & President of Commercial Banking
Rule 10b5-1 Trading Arrangement December 8, 2025 December 2, 2026 Up to 149,414.009

(1)    Except as indicated by footnote, each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(2)    Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. Each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(3)    Includes: (i) up to a maximum of 66,769.764 Performance Stock Units, net of shares withheld to cover tax withholding obligations, anticipated to vest during the term of the plan; (ii) up to a maximum of 36,126.939 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Restricted Share Units with the original grant date of March 1, 2022; (iii) up to a maximum of 33,384.306 shares of common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of Restricted Share Units with the original grant date of March 1, 2023; (iv) 1,968 shares of common stock issuable on the exercise of employee stock options expected to be exercised via same day sale; and (v) 11,165 shares of common stock issuable upon the exercise of employee stock options expected to be exercised via same day sale.

Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
2025 Form 10-K 175

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PART III
We refer in Part III of this report to relevant sections of our 2026 Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the close of our 2025 fiscal year. Portions of our 2026 Proxy Statement, including the sections we refer to in this report, are incorporated by reference into this report.

Item 10: Directors, Executive Officers, and Corporate Governance
Information required by this item is set forth under the captions Election of Directors, Our Executive Officers, Family Relationships, Delinquent Section 16(a) Reports, Codes of Ethics, Proposals by Shareholders for the 2027 Annual Meeting, Recommendations for Directorship, and Board Committee Information of our 2026 Proxy Statement, which is incorporated by reference into this item.

Item 11: Executive Compensation
Information required by this item is set forth under the captions Compensation of Executive Officers and Compensation of Directors of our 2026 Proxy Statement, which is incorporated by reference into this item.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information about Huntington common stock authorized for issuance under Huntington’s existing equity compensation plans as of December 31, 2025.

Plan Category (1) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (2)(3)
(a)
Weighted-average exercise price of outstanding options, warrants, and rights (4)
(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (5)
(c)
Equity compensation plans approved by security holders 35,115,299  $ 12.84  37,658,717 
Equity compensation plans not approved by security holders —  —  — 
Total 35,115,299  $ 12.84  37,658,717 

(1) All equity compensation plan authorizations for shares of common stock provide for the number of shares to be adjusted for stock splits, stock dividends, and other changes in capitalization. The Huntington 401(k) Plan, a broad-based plan qualified under Internal Revenue Code Section 401(a) which includes Huntington common stock as one of a number of investment options available to participants, is excluded from the table.
(2) The numbers in this column (a) reflect shares of common stock to be issued upon exercise of outstanding stock options and the vesting of outstanding awards of restricted stock awards, restricted share units, and performance share units, and the release of deferred share units.
(3) As of December 31, 2025, an additional 211,564 common shares, at a weighted-average exercise price of $17.35, are to be issued upon exercise or vesting under the TCF Incentive Plan, which was assumed in the acquisition of TCF, is no longer active, and for which Huntington has not reserved the right to make subsequent grants or awards.
(4) The weighted-average exercise prices in this column are based on outstanding options and do not take into account unvested awards of restricted stock units and performance share units, and unreleased deferred share units as these awards do not have an exercise price.
(5) The number of shares in this column (c) reflects the number of shares remaining available for future issuance under Huntington’s 2024 Plan, excluding shares reflected in column (a). The number of shares in this column (c) does not include shares of common stock to be issued under the following compensation plans: the Executive Deferred Compensation Plan, which provides senior officers designated by the Human Resources and Compensation Committee the opportunity to defer up to 90% of base salary, annual bonus compensation and certain equity awards, and up to 90% of long-term incentive awards; the Supplemental Plan under which voluntary participant contributions made by payroll deduction are used to purchase shares; the Deferred Compensation for Huntington Bancshares Incorporated Directors under which directors may defer their director compensation and such amounts may be invested in shares of common stock; and the Deferred Compensation Plan for directors (now inactive) under which directors of selected subsidiaries may defer their director compensation and such amounts may be invested in shares of Huntington common stock. These plans do not contain a limit on the number of shares that may be issued under them.
The information related to Item 403 of Regulation S-K is set forth under the caption Ownership of Voting Stock of our 2026 Proxy Statement, which is incorporated by reference into this item.

Item 13: Certain Relationships and Related Transactions, and Director Independence
Information required by this item is set forth under the captions Review, Approval, or Ratification of Transactions with Related Persons and Independence of Directors of our 2026 Proxy Statement, which are incorporated by reference into this item.
176 Huntington Bancshares Incorporated

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Item 14: Principal Accounting Fees and Services
Information required by this item is set forth under the caption Audit Matters of our 2026 Proxy Statement, which is incorporated by reference into this item.

PART IV

Item 15: Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
Our consolidated financial statements required in response to this Item are incorporated by reference from Item 8 of this Report.
Exhibits
Our exhibits listed on the Exhibit Index of this Form 10-K are filed with this Report or are incorporated herein by reference.

Item 16: 10-K Summary
Not applicable.
2025 Form 10-K 177

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Exhibit Index
This report incorporates by reference the documents listed below that we have previously filed with the SEC. The SEC allows us to incorporate by reference information in this document. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.
The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the website is http://www.sec.gov . The reports and other information filed by us with the SEC are also available free of charge on the Investor Relations portion of our website. The address of the website is http://www.ir.huntington.com . Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part of this report. Our reports, proxy statements, and other information about us is also available for inspection at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.

Exhibit
Number
Document Description Report or Registration Statement SEC File or
Registration
Number
Exhibit
Reference

2.1 Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington Bancshares Incorporated and TCF Financial Corporation
Current Report on Form 8-K dated D ecember 13, 2020 .
001-34073
2.1

2.2 A greement and Plan of Merger, dated as of July 13, 2025, by and between Huntingt on Ban cshares Incorporated and Veritex Holdings, In c.
C urrent Report on Form 8-K dated July 13, 2025 .
001 -34 073
2.1

2.3 A greement and Plan of Merger, dated as of Oc tober 26, 2025, by a nd among Huntington Bancshares Incor porat ed, The Huntington National Bank and C adence Bank.
C urrent Report on Form 8-K dated October 26, 202 5 .
0 01-3 4073
2.1

3.1 Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.
Current Report on Form 8-K dated January 16, 2019.
001-34073
3.2

3.2 Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.
Current Report on Form 8-K dated May 28, 2020 .
001-34073
3.1

3.3 Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.
Current Report on Form 8-K dated August 5, 2020.
001-34073
3.1

3.4 Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.
Current Report on Form 8-K dated February 5, 2021
001-34073
3.1

3.5 Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021
Current Report on Form 8-K dated June 8, 2021
001-34073
3.1

3.6 Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021
Current Report on Form 8-K dated June 8, 2021
001-34073
3.2

3.7 Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023
Current Report on Form 8-K dated March 2, 2023
001-34073
3.1

3.8 Articles Supplementary of Huntington Bancshares Incorporated, as of September 10, 2025
Current Report on Form 8-K dated September 10, 2025.
001-34073
3.1

3.9 A rticles Supplementary of Huntington Bancshares Incorporated, effective as of February 1, 2026
Registration Statement on Form 8-A filed January 30, 2026
0 01-34073
4.2

3.10 Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 17, 2024
Current Report on Form 8-K dated July 17, 2024
001-34073
3.1

4.1 Instruments defining the Rights of Security Holders — reference is made to Articles Fifth and Eighth of Exhibit A to the Articles of Restatement of Huntington Bancshares Incorporated, as amended and supplemented.

4.2
Description of Securities

10.1 * Form of Executive Agreement for certain executive officers.
Current Report on Form 8-K, dated November 28, 2012.
001-34073
10.3

10.2(P) *Deferred Compensation Plan and Trust for Directors
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 filed January 28, 1991.
33-10546 4(a)

10.3 * The Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust, amended and restated, effective January 1, 2014.
Annual Report on Form 10-K for the year ended December 31, 2013.
001-34073
10.8

10.4 * Form of Employment Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.
Current Report on Form 8-K dated November 28, 2012.
001-34073
10.1

10.5 * Form of Executive Agreement between Stephen D. Steinour and Huntington Bancshares Incorporated effective December 1, 2012.
Current Report on Form 8-K dated November 28, 2012.
001-34073
10.2

10.6 * Restricted Stock Unit Deferral Agreement.
Current Report on Form 8-K dated July 18, 2006 .
000-02525
99.3

10.7 * Director Deferred Stock Award Notice.
Current Report on Form 8-K dated July 24, 2006.
000-02525
99.4

10.8 * Huntington Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan.
Definitive Proxy Statement for the 2007 Annual Meeting of Stockholders.
000-02525
G

178 Huntington Bancshares Incorporated

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10.9 * Second Amendment to the 2007 Stock and Long-Term Incentive Plan.
Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders.
001-34073
A

10.10 * Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan.
Definitive Proxy Statement for the 2012 Annual Meeting of Shareholders.
001-34073
A

10.11 * Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan.
Definitive Proxy Statement for the 2015 Annual Meeting of Shareholders.
001-34073
A

10.12 * Amended and Restated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated Directors .
Annual Report on Form 10-K for the year ended December 31, 2017.
001-34073
10.33

10.13 * First Amendment to the 2015 Long-Term Incentive Plan .
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
001-34073
10.1

10.14 * Huntington Bancshares Incorporated Amended and Restated 2018 Long-Term Incentive Plan.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.22

10.15 * Form of 2018 Stock Option Grant Agreement.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
001-34073
10.2

10.16 * Executive Deferred Compensation Plan, amended as of January 18, 2022.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.25

10.17 * Huntington Supplemental 401(k) Plan (f/k/a Huntington Supplemental Stock Purchase and Savings Plan and Trust), as amended and restated effective January 1, 2019.
Annual Report on Form 10-K for the year ended December 31, 2018.
001-34073
10.40

10.18 * T ransition Agreement dated May 13, 2019, by and between The Huntington National Bank and Howell D. McCullough .
Current Report on Form 8-K, dated May 13, 2019.
001-34073
10.1

10.19 * Second Amendment to Huntington Supplemental 401(k) Plan dated October 22, 2019.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
001-34073
10.1

10.20 * First Amendment to The Huntington National Bank Supplemental Retirement Income Plan dated October 23, 2019.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
001-34073
10.2

10.21 *Management Incentive Plan effective for Plan Years Beginning On or After January 1, 2020.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
001-34073
10.1

10.22 *Letter Agreement dated February 2, 2021, by and between Huntington Bancshares Incorporated and Michael Jones.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.32

10.23 *Letter Agreement dated February 4, 2021, by and between Huntington Bancshares Incorporated and Thomas C. Shafer.
Annual Report on Form 10-K for the year ended December 31, 2021.
001-34073
10.33

10.24 *TCF Employees Omnibus Deferred Compensation Plan, as restated effective April 15, 2019.
TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.
000-08185
10(rr)

10.25 *Rabbi Trust Agreement for TCF Employees Omnibus Deferred Compensation Plan.
TCF Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2019.
000-08185
10(ss)

10.26 *Form of 2022 Restricted Stock Unit Agreement
Annual Report on Form 10-K for year ended December 31, 2022.
001-34073
10.43

10.27 *Separation Agreement dated August 7, 2023 by and between The Huntington National Bank and Sandra E. Pierce.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
001-34073
10.1

10.28 *Amendment to Executive Deferred Compensation Plan, dated April 28, 2023 .
Annual Report on Form 10-K for the year ended December 31, 2023
001-34073
10.45

10.29 *S eparation Agreement dated January 19,2024 by and between The Huntington National Bank and Julie Tutkovics .
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
001-34073
10.1

10.30 *H untington Bancshares Incorporated 2024 Long-Term Incentive Plan .
Current Report on Form 8-K dated April 17, 2024
001-34073
10.1

10.31 *L etter Agreement dated May 31, 2024, by and between Huntington Bancshares Incorporated and Gary Torgow .
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024
001-34073
10.2

10.32
* Letter Agreement dated October 26, 2025 , b y and between Hunti ngton Bancshares Incorporated and J ames D. Collins III .

19
Insider Trading Policy

21.1
Subsidiaries of the Registrant

22
Subsidiary Issuers of Guaranteed Securities

23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

24.1
Power of Attorney

31.1
Rule 13a-14(a) Certification – Chief Executive Officer.

31.2
Rule 13a-14(a) Certification – Chief Financial Officer.

32.1
Section 1350 Certification – Chief Executive Officer.

32.2
Section 1350 Certification – Chief Financial Officer.

97
Financial Restatement Compensation Recoupment Policy

101 The following material from Huntington’s Form 10-K Report for the year ended December 31, 2025, formatted in Inline XBRL: (1) Consolidated Balance Sheets , (2) Consolidated Statements of Income , (3), Consolidated Statements of Comprehensive Income , (4) Consolidated Statements of Changes in Shareholders’ Equity , (5) Consolidated Statements of Cash Flows , and (6) the Notes to the Consolidated Financial Statements .

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Denotes management contract or compensatory plan or arrangement.

2025 Form 10-K 179

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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th Day of February, 2026.
HUNTINGTON BANCSHARES INCORPORATED
(Registrant)  

By: /s/ Stephen D. Steinour By: /s/ Zachary Wasserman
Stephen D. Steinour Zachary Wasserman
Chairman, President, Chief Executive Senior Executive Vice President, Chief Financial

Officer, and Director (Principal Executive Officer) Officer (Principal Financial Officer)

By: /s/ Nancy E. Maloney
Nancy E. Maloney
Executive Vice President, Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 13th Day of February, 2026.  

Ann B. Crane * Alice Rodriguez *

Ann B. Crane Alice Rodriguez

Director Director

Rafael Andres Diaz-Granados *
James D. Rollins III *

Rafael Andres Diaz-Granados
James D. Rollins III

Director Director

Virginia A. Hepner *
Teresa H. Shea *

Virginia A. Hepner
Teresa H. Shea

Director
Director

John C. Inglis *
Roger J. Sit *
John C. Inglis
Roger J. Sit
Director
Director

Katherine M.A. Kline * Jeffrey L. Tate *
Katherine M.A. Kline Jeffrey L. Tate
Director Director

Richard W. Neu * Gary Torgow *
Richard W. Neu Gary Torgow
Director Director

Kenneth J. Phelan * */s/ Marcy C. Hingst

Kenneth J. Phelan Marcy C. Hingst

Director Attorney-in-fact for each of the persons indicated

David L. Porteous *
David L. Porteous
Director

180 Huntington Bancshares Incorporated