HUNTINGTON BANCSHARES INC /MD/

Liquidity risk is the possibility of us being unable to meet current and future financial obligations in a timely manner. The goal of liquidity management is to ensure adequate, stable, reliable, and cost-effective sources of funds to satisfy changes in loan and lease demand, unexpected levels of deposit withdrawals, investment opportunities, and other contractual obligations. We consider core earnings, strong capital ratios, and credit quality essential for maintaining high credit ratings, which allows us cost-effective access to market-based liquidity. We mitigate liquidity risk by maintaining a large, stable customer deposit base and a diversified base of readily available wholesale funding sources, including secured funding sources from the FHLB and FRB through pledged borrowing capacity, issuance through dealers in the capital markets, and access to certificates of deposit issued through brokers. We further mitigate liquidity risk by maintaining liquid assets in the form of cash and cash equivalents and securities.

The Board of Directors is responsible for establishing an acceptable level of liquidity risk at Huntington, including approval of the liquidity risk appetite at least annually. The liquidity risk appetite includes liquidity risk metrics that are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding needs, including during periods of potential stress. The Board receives and reviews information on at least a semi-annual basis to ensure Huntington is operating in accordance with its established risk tolerance. Further, the ALCO is appointed by the ROC to oversee liquidity risk management, including the establishment of liquidity risk policies and additional liquidity risk metrics and limits to support our overall liquidity risk appetite.

Liquidity risk is reviewed and managed continuously for the Bank and the parent company, as well as its subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, contingency funding plans. At September 30, 2025, management believes current sources of liquidity are sufficient to meet Huntington’s on and off-balance sheet obligations.

24 Huntington Bancshares Incorporated

We maintain a contingency funding plan that provides for liquidity stress testing, which assesses the potential erosion of funds in the event of an institution-specific event or systemic financial market crisis. Examples of institution-specific events could include a downgrade in our public credit rating by a rating agency, a large charge to earnings, declines in profitability or other financial measures, declines in liquidity sources including reductions in deposit balances or access to contingent funding sources, or a significant merger or acquisition. Examples of systemic events unrelated to us that could have an effect on our access to liquidity would be terrorism or war, natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation or rumors about us, or the banking industry in general, may adversely affect the cost and availability of normal funding sources. The contingency funding plan, which is reviewed and approved by the ROC at least annually, outlines the process for addressing a liquidity crisis and provides for an evaluation of funding sources under various market conditions. It also assigns specific roles and responsibilities and communication protocols for effectively managing liquidity through a problem period and outlines early warning indicators that are used to monitor emerging liquidity stress events.

Deposits

Our largest source of liquidity on a consolidated basis is customer deposits, which provide stable and lower-cost funding. Our customer deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships, resulting in a diversified deposit base. Total deposits were $165.2 billion at September 30, 2025, compared to $162.4 billion at December 31, 2024. The $2.8 billion, or 2%, increase in total deposits, compared to December 31, 2024, was driven by increases in interest-bearing demand and money market deposits, partially offset by lower time and noninterest-bearing demand deposits. Total deposits included $7.0 billion of brokered deposits primarily consisting of brokered money market balances at both September 30, 2025 and December 31, 2024. The level of brokered deposits was below our established liquidity risk metric limits at September 30, 2025.

Insured deposits comprised approximately 70% and 69% of our total deposits at September 30, 2025 and December 31, 2024, respectively. The composition of our deposits is presented in the table below.

(1)Represents consolidated Huntington uninsured deposits, determined by adjusting the amounts reported in the Bank Call Report (FFIEC 031) by inter-company deposits, which are not customer deposits and are therefore eliminated through consolidation. As of September 30, 2025, the Bank Call Report estimated uninsured deposit balance was $53.7 billion, which includes $4.5 billion of inter-company deposits. As of December 31, 2024, the Bank Call Report estimated uninsured deposit balance was $54.6 billion, which includes $4.5 billion of inter-company deposits.

Wholesale Funding

Sources of wholesale funding include non-customer brokered deposits, short-term borrowings, and long-term debt. Our wholesale funding totaled $24.6 billion at September 30, 2025, an increase of $1.0 billion compared to $23.6 billion at December 31, 2024. The increase from year end was primarily due to a $941 million increase in long-term debt resulting from the issuance of $1.5 billion of senior bank notes, and $830 million of CLN transactions completed during 2025, partially offset by maturities and repayments.

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Cash and Cash Equivalents and Investment Securities

Cash and cash equivalents were $12.7 billion and $12.8 billion at September 30, 2025 and December 31, 2024, respectively.

Our investment securities portfolio is evaluated under established ALCO objectives. Changing market conditions could affect the profitability of the portfolio, as well as the level of interest rate risk exposure.

Total investment securities were $41.8 billion at September 30, 2025, compared to $43.7 billion at December 31, 2024. The $1.9 billion decrease in investment securities, compared to December 31, 2024, was largely driven by maturing investment securities in the third quarter of 2025 not being reinvested, partially offset by an improvement in unrealized losses on AFS securities. At September 30, 2025, the duration of the investment securities portfolio, net of hedging, was 4.2 years. Securities are pledged to secure borrowing capacity with the FHLB and the Federal Reserve, discussed further in the Bank Liquidity and Sources of Funding section below.

Bank Liquidity and Sources of Funding

Our primary source of funding for the Bank is customer deposits. At September 30, 2025, customer deposits funded 75% of total assets (115% of total loans and leases). To the extent we are unable to obtain sufficient liquidity through customer deposits, cash and cash equivalents, and investment securities, we may meet our liquidity needs through sources of wholesale funding and asset securitization or sale. Additionally, the Bank may also access funding through intercompany notes or parent company deposits placed at the Bank.

The Bank maintains borrowing capacity at both the FHLB and the FRB secured by pledged loans and securities. While the Bank does not consider borrowing capacity at the FRB a primary source of funding, it could be used as a potential source of liquidity in a stressed environment or during a market disruption. The amount of available contingent borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets pledged.

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

As of September 30, 2025, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Parent Company Liquidity

The parent company’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt securities.

The parent company had cash and cash equivalents of $4.1 billion at both September 30, 2025 and December 31, 2024.

26 Huntington Bancshares Incorporated

On October 15, 2025, our Board of Directors declared a quarterly cash dividend on our common stock of $0.155 per common share. The common stock dividend is payable on January 2, 2026, to shareholders of record on December 18, 2025. Additionally, on October 15, 2025, our Board of Directors declared quarterly Series B, F, G, H, J, and K preferred stock dividends payable on January 15, 2026 to shareholders of record on January 1, 2026. On September 9, 2025, our Board of Directors declared a quarterly dividend for the Series I preferred stock payable on December 1, 2025 to shareholders of record on November 15, 2025. Current quarterly dividend declarations are expected to total approximately $269 million.

During the first nine months of 2025, the Bank paid common and preferred dividends to the parent company of $750 million and $34 million, respectively. To meet any additional liquidity needs, the parent company may issue debt or equity securities. To support the parent company’s ability to issue debt or equity securities, we have filed an automatic shelf registration statement with the SEC covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by Huntington’s Board of Directors.

As of September 30, 2025, we believe the Company has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Credit Ratings

Credit ratings represent evaluations by rating agencies based on a number of factors, including financial strength and the ability to generate earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry, the economy, and changes in rating methodologies. Credit ratings are subject to change at any time. Our credit ratings impact our availability and cost of financing, as well as collateral requirements for certain derivative instruments and deposit products. A downgrade to our credit ratings could adversely affect our access to capital, increase our cost of funds, or trigger additional collateral or funding requirements.

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

NR - Not Rated

(1) Standard & Poor’s does not provide a depositor rating. The Bank’s issuer credit rating is A-.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual obligations and commitments that could impact our liquidity and capital resources. These arrangements include commitments to extend credit, interest rate swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, commitments by the Bank to sell mortgage loans, operating lease payments, and other purchase and marketing obligations.

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