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HUNTINGTON BANCSHARES INC /MD/

For the period ended Dec 31, 2025. Filed Feb 13, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 13, 2026

HBANL$24.77+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 394 previous paragraphs and 400 current paragraphs.

256 unchanged; 102 reworded; 40 added; 32 removed; 4 previous and 2 current paragraphs rearranged.

Tables are not compared: 29 previous and 33 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

In this MD&A we refer to FTE net interest income and FTE total revenue. These financial measures are not required by, or calculated in accordance with GAAP and may not be calculated the same as similarly titled measures used by other companies. These financial measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. For a further description of these non-GAAP financial measures, see the “Non-GAAP Financial Measures” within the “Additional Disclosures” section below.

Current report

Veritex Acquisition

Current report

Effective October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity. 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. Historical periods prior to October 20, 2025 reflect results of legacy Huntington operations. Subsequent to closing, results reflect all combined post-acquisition activity. For further information, refer to Note 3 - “Business Combinations” of the Notes to Consolidated Financial Statements.

Current report

Cadence Acquisition

Current report

Effective February 1, 2026, Huntington completed its previously announced acquisition of Cadence Bank (“Cadence”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington National Bank, with Huntington National Bank as the surviving bank. Under the terms of the 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.

Current report

(2) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

Current report

Noninterest income was $2.2 billion, an increase of $135 million, or 7%, from the prior year, driven by a $24 million gain on the sale of a portion of our trust and custody business and increases in customer deposit and loan fees, wealth and asset management revenue, payments and cash management revenue, and capital markets and advisory fees, partially offset by an increase in net losses on sales of securities. Noninterest expense was $5.0 billion, an increase of $453 million, or 10%, from the prior year primarily due to higher personnel costs and outside data processing and other services, in addition to $168 million of acquisition-related expenses, partially offset by lower deposit insurance expense driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

Current report

Total assets at December 31, 2025 were $225.1 billion, an increase of $20.9 billion, or 10%, compared to December 31, 2024. The increase in total assets was driven by $10.3 billion of organic loan growth and $9.3 billion of loans acquired as a result of the completion of the Veritex acquisition. Total liabilities at December 31, 2025 were $200.7 billion, an increase of $16.3 billion, or 9%, compared to December 31, 2024. The increase in total liabilities was largely driven by $10.8 billion of liabilities assumed as a result of the completion of the Veritex acquisition and organic deposit growth, partially offset by the run-off of certain higher-cost Veritex deposits.

Current report

Economic conditions remained overall healthy during the fourth quarter of 2025, demonstrating resilience despite uncertainty stemming from the longest government shutdown on record and disruptions in the availability of certain economic data. Financial markets reflected this underlying strength, with broad equity indices remaining near record levels and corporate credit spreads continuing to trade near historically tight levels. Trade policy developments, including the use of tariffs, remain an evolving factor for both financial markets and economic activity. While legal and geopolitical developments bear monitoring, market participants have demonstrated an ability to absorb these uncertainties, supported by generally favorable global financial conditions, even amid periods of increased volatility in select international markets.

Current report

At its December 2025 meeting, the Federal Reserve lowered the federal funds rate by 25 basis points, marking the third such reduction in 2025. The decision reflects the Federal Reserve’s confidence that inflation, while still above the stated 2% target, remains manageable over the medium term, and that a modest easing in the policy can help sustain economic expansion as labor market conditions normalize. With economic growth continuing at a healthy pace, monetary policy is increasingly viewed as well-positioned to support continued expansion.

Current report

Labor market conditions moderated during 2025, with the unemployment rate peaking at 4.5% before improving modestly to 4.4% at the end of the year. Despite some softening in the labor market, overall economic activity remained resilient, with real GDP expanding by 2.0%-2.3% through the first three quarters of 2025. The manufacturing sector showed signs of stabilization following a period of mild contraction and is well-positioned to benefit from renewed investment, supply-chain normalization, and technological advancement. The services sector continued its slow and steady expansion, reinforcing the durability of domestic demand. Consumer spending remained resilient throughout the year, driven by strong spending from higher income households. Looking ahead, government spending initiatives and tax provisions expected to take effect in early 2026 have further improved the economic outlook, leading many economists to reduce their assessed probability for a recession in 2026.

Current report

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

Current report

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

Current report

Noninterest income was $2.2 billion, an increase of $135 million, or 7%, from the prior year. Customer deposit and loan fees increased $56 million, or 17%, primarily reflecting higher loan commitment fees. Wealth and asset management revenue increased $45 million, or 12%, reflecting higher trust and investment management account income. Payments and cash management revenue increased $44 million, or 7%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue. Capital markets and advisory fees increased $19 million, or 6%, primarily due to higher syndication fees and commercial loan production related activities, partially offset by lower advisory fees. Mortgage banking income increased $11 million, or 8%, largely reflecting an increase in saleable spreads. Other noninterest income increased $6 million, or 5%, primarily due to a $24 million gain in 2025 on the sale of a portion of our trust and custody business, partially offset by a decrease in revenue from tax credit syndications. Partially offsetting these increases, net gains (losses) on sales of securities included a net loss of $58 million in 2025, compared to $21 million in 2024, as a result of corporate debt securities repositioning completed in each respective period, and leasing revenue decreased $13 million, or 16%, driven by lower operating lease income.

Current report

Noninterest expense was $5.0 billion, an increase of $453 million, or 10%, from the prior year. Noninterest expense for 2025 included $168 million of acquisition-related expenses, as detailed in the following table. There were no acquisition-related expenses in the years ended December 31, 2024 or 2023.

Current report

Excluding acquisition-related expenses, noninterest expense increased $285 million, or 6%, from the prior year. Personnel costs increased $244 million, or 9%, primarily due to increases in incentive compensation and salary expense, in addition to the impact from adding Veritex employees. Outside data processing increased $75 million, or 11%, primarily due to higher technology and data expense. Partially offsetting these increases, deposit and other insurance expense decreased $50 million, or 44%, driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

Current report

At December 31, 2025, our loans and leases totaled $149.6 billion, representing a $19.6 billion, or 15%, increase compared to $130.0 billion at December 31, 2024. The increase was driven by a combination of organic growth and the Veritex acquisition. As of the acquisition date, acquired loans totaled $9.3 billion, including $4.2 billion of commercial real estate loans, $4.0 billion of commercial and industrial loans, and $1.1 billion of residential mortgage loans.

Current report

64 Huntington Bancshares Incorporated

Current report

The following table presents the details of our NALs and NPAs.

Current report

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

Current report

Credit Ratings

Current report

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.

Current report

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

Current report

NR - Not Rated

Current report

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

Current report

Contractual Obligations and Commitments

Current report

We are authorized to make capital distributions that are consistent with the requirements in the Federal Reserve’s capital rule, including the SCB requirement. Our SCB requirement is 2.5%.

Current report

On April 16, 2025, our Board approved the repurchase of up to $1.0 billion of common shares. The repurchase authorization does not have an expiration date and may include open market repurchases, privately negotiated transactions, and accelerated share repurchase programs, and is subject to the Federal Reserve’s capital regulations. The timing of repurchases will be discretionary and depend on several factors, including the macroeconomic and interest rate environment, and the pace of loan growth. No shares have been repurchased under the current repurchase authorization. Additionally, there were no share repurchases during 2024 or 2023.

Current report

90 Huntington Bancshares Incorporated

Current report

Consumer & Regional Banking reported net income of $1.5 billion in 2025, a decrease of $50 million, or 3%, compared to the year-ago period. Segment net interest income increased $57 million, or 1%, primarily due to a $5.2 billion, or 8%, increase in average loans and leases, which includes the loans acquired in the Veritex acquisition. The provision for credit losses increased $25 million, or 9%, driven by a combination of current year loan and lease growth and increased charge-off activity. Noninterest income increased $123 million, or 9%, mostly due to increased wealth and asset management revenue, payments and cash management revenue due to increased merchant acquiring and card transaction revenue, and a gain on the sale of a portion of the trust and custody business that also reduced total trust assets. Noninterest expense increased $219 million, or 7%, primarily due to the allocation of higher indirect expenses in addition to higher direct personnel costs.

Current report

2025 Form 10-K 91

Current report

Commercial Banking reported net income of $1.1 billion in 2025, a decrease of $28 million, or 2%, compared to the year-ago period. Segment net interest income increased $27 million, or 1%, driven by a $6.9 billion, or 13%, increase in average loans and leases, which includes the loans acquired in the Veritex acquisition, and a $7.0 billion, or 18%, increase in average deposits, which includes the deposits acquired in the Veritex acquisition. This was partially offset by a 33 basis point decrease in NIM driven by the lower rate environment. The provision for credit losses increased $18 million, or 13%, due primarily to loan and lease growth, partially offset by lower net charge-offs and a lower ACL coverage ratio. Noninterest income increased $45 million, or 6%, primarily due to increases in customer deposit and loan fees, capital markets and advisory fees, and payments and cash management revenue. Noninterest expense increased $92 million, or 8%, primarily due to an increase in allocated overhead expense.

Current report

92 Huntington Bancshares Incorporated

Current report

Treasury / Other reported a net loss of $376 million in 2025, compared to a net loss of $725 million in the year-ago period. The decrease in net loss was primarily due to lower net interest loss, partially offset by acquisition-related expenses recognized, lower noninterest income, and a decrease in benefit for income taxes. Net interest loss decreased $562 million primarily due to the net impact of FTP credits assigned to each business segment and hedging. Noninterest expense increased $142 million primarily due to acquisition-related expenses recognized in the current year. The benefit for income taxes decreased $38 million primarily due to a decrease in pre-tax loss, partially offset by a reduction in the Company’s effective tax rate as a result of the remeasurement of deferred tax assets for change in certain state tax laws which were enacted in the second quarter of 2025.

Current report

2025 Form 10-K 93

Current report

94 Huntington Bancshares Incorporated

Current report

2025 Form 10-K 95

Current report

96 Huntington Bancshares Incorporated

Current report

Subsequent to the completion of our annual impairment test, we completed the acquisition of Veritex, which resulted in the recognition of additional goodwill of $450 million. Because this goodwill arose after our annual testing date, it was not included in the annual impairment analysis performed as of October 1, 2025. However, the addition of Veritex did not change our conclusion with respect to goodwill impairment and no triggering event occurred through the end of the year that required a reassessment of goodwill. The goodwill recognized in connection with the acquisition has been assigned to our reporting units based on our assessment of how the acquired business will be integrated and how its operations will be managed. For more information, see Note 8 - “Goodwill and Other Intangible Assets” to the Notes to the Consolidated Financial Statements.
Removed paragraphs (32)

Previous report

In March 2023, Huntington completed the sale of the RPS business and entered into an ongoing partnership with the purchaser. The sale of our RPS business resulted in a $57 million gain recorded within other noninterest income.

Previous report

In June 2022, Huntington completed the acquisition of Capstone Partners, a top tier middle market investment bank and advisory firm. The transaction brought a national scale to serve middle market business owners throughout the corporate lifecycle, building on Huntington’s regional banking foundation. Capstone Partners related revenue, including mergers and acquisitions, capital raising, and other advisory-related fees, is recognized within capital markets and advisory fees in the Consolidated Statements of Income.

Previous report

In May 2022, Huntington completed the acquisition of Digital Payments Torana, Inc., now known as Huntington ChoicePay, a digital payments business focused on business to consumer payments. This acquisition, along with the formation of our enterprise-wide payments group, reflects one of our strategic priorities to accelerate our payments capabilities and expand the services provided to our customers.

Previous report

Reporting Update

Previous report

During the fourth quarter of 2024, Huntington updated the presentation of our reported deposit categories to align more closely with how we strategically manage our business. As a result, we now report our deposit composition in the following categories: (1) demand deposits - noninterest bearing, (2) demand deposits - interest bearing, (3) money market, (4) savings, and (5) time deposits. Prior period results have been adjusted to conform to the current presentation.

Previous report

46 Huntington Bancshares Incorporated

Previous report

2024 Form 10-K 47

Previous report

Noninterest income of $2.0 billion, increased $119 million, or 6%, from the prior year, primarily due to increases in capital markets and advisory fees, wealth and asset management revenue, payments and cash management revenue, customer deposit and loan fees, and mortgage banking income, and $24 million of unfavorable mark-to-market on the pay-fixed swaptions program recognized in 2023, partially offset by a decrease in leasing revenue and a $57 million gain on the sale of our RPS business recognized in 2023. Noninterest expense of $4.6 billion, decreased $12 million from the prior year primarily due to a reduction in the FDIC DIF special assessment of $186 million and lower staffing efficiencies and corporate real estate consolidation expense, partially offset by current year increases in personnel expense and outside data processing and other services.

Previous report

Total assets at December 31, 2024 were $204.2 billion, an increase of $14.9 billion, or 8%, compared to December 31, 2023. The increase in total assets was primarily driven by increases in loans and leases of $8.1 billion, or 7%, interest-earning deposits with banks of $2.9 billion, or 33%, and total securities of $2.6 billion, or 6%. Total liabilities at December 31, 2024 were $184.4 billion, an increase of $14.5 billion, or 9%, compared to December 31, 2023. The increase in total liabilities was primarily driven by increases in total deposits of $11.2 billion, or 7%, and long-term debt of $4.0 billion, or 32%.

Previous report

48 Huntington Bancshares Incorporated

Previous report

The rate cutting cycle began in 2024, with a September 50 basis point cut and two fourth quarter 25 basis point cuts, bringing the cumulative amount of rate cuts to 100 basis points since the September FOMC meeting. Inflation is still not within the Federal Reserve’s 2% target and has recently stopped trending lower. Employment data has stabilized after showing notable deterioration in early and mid-2024. The unemployment rate started the year at 3.8% and ended at 4.1%, holding relatively flat throughout the second half of 2024. Taking these factors into consideration, recent commentary from Federal Reserve members has been more neutral and suggesting it may be appropriate for the Federal Reserve to hold interest rates at current levels, with limited rate cuts expected in 2025.

Previous report

Recent economic data has been mixed. The services sector continues to expand and prices paid for services remains high, which has been the main driver to overall inflation remaining elevated. Retail sales have held up well, while manufacturing remains weak and is generally still slowly contracting. Expectations are for the economy to hold up well for the first half of 2025, with more risks of a potential slowdown in the back half of the year.

Previous report

2024 Form 10-K 49

Previous report

50 Huntington Bancshares Incorporated

Previous report

(1)FTE yields are calculated assuming a 21% tax rate.

Previous report

(1)FTE yields are calculated assuming a 21% tax rate.

Previous report

Noninterest income was $2.0 billion, an increase of $119 million, or 6%, from the prior year. Capital markets and advisory fees increased $79 million, or 32%, primarily due to higher advisory and underwriting fees. Wealth and asset management revenue increased $36 million, or 11%, reflecting an increase in assets under management. Payments and cash management revenue increased $35 million, or 6%, reflecting higher card and merchant acquiring transaction revenue. Customer deposit and loan fees increased $22 million, or 7%, primarily reflecting higher deposit fees. Mortgage banking income increased $21 million, or 19%, largely reflecting an increase in saleable spreads. Partially offsetting these increases, leasing revenue decreased $33 million, or 29%, driven by lower income on terminated leases and operating lease income. Other noninterest income decreased $30 million, or 19%, primarily due to items recognized in 2023, including a $57 million gain on the sale of our RPS business and $24 million of unfavorable mark-to-market on the pay-fixed swaptions program.

Previous report

Noninterest expense was $4.6 billion, a decrease of $12 million from the prior year. Deposit and other insurance expense decreased $188 million, or 62%, primarily due to a reduction in the FDIC DIF special assessment. The FDIC DIF special assessment expense was $28 million in 2024, compared to $214 million in 2023. Net occupancy decreased $25 million, or 10%, primarily due to higher corporate real estate and branch consolidation expenses recognized in the prior year. Other noninterest expense decreased $21 million, or 6%, largely due to lower franchise and other taxes. Partially offsetting these decreases, personnel costs increased $172 million, or 7%, primarily due to increases in salary, incentive compensation, and benefit expense, partially offset by a $33 million decrease in severance expense related to staffing efficiencies. Outside data processing and other services increased $60 million, or 10%, primarily due to higher technology and data expense.

Previous report

At December 31, 2024, our loans and leases totaled $130.0 billion, representing a $8.1 billion, or 7%, increase compared to $122.0 billion at December 31, 2023.

Previous report

(1) Includes non-real estate secured commercial loans to REITs, which are classified in the C&I loan category.

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The following table reflects period-end NALs and NPAs detail.

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(1)Represents the upper bound.

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(2)Represents the spot federal funds rate.

Previous report

The following table presents a summary of deposits.

Previous report

Off-Balance Sheet Arrangements

Previous report

Huntington did not have any share repurchases during 2024 or 2023. As part of our 2024 capital plan and our

Previous report

current expectation that organic capital will be used for funding loan and lease growth and increase overall capital levels, we do not expect to have share repurchases through 2025.

Previous report

Consumer & Regional Banking reported net income of $1.5 billion in 2024, an increase of $197 million, or 15%, compared to the year-ago period. Segment net interest income increased $353 million, or 9%, primarily due to a $3.8 billion, or 6%, increase in average loans and leases and an 18 basis point increase in NIM. The provision for credit losses increased $38 million, or 15%, driven by a combination of current year loan and lease growth and increased charge off activity, largely offset by a modest reduction in overall coverage ratios. Noninterest income increased $44 million, or 4%, primarily due to increases in wealth and asset management revenue, reflecting higher assets under management, payments and cash management revenue, reflecting higher card transaction revenue, customer deposit and loan fees, and mortgage banking income, partially offset by a $57 million gain on the sale of our RPS business recognized during 2023. Noninterest expense increased $109 million, or 4%, driven by an increase in corporate allocations.

Previous report

Commercial Banking reported net income of $1.2 billion in 2024, a decrease of $26 million, or 2%, compared to the year-ago period. Segment net interest income decreased $39 million, or 2%, primarily due to an 8 basis point decrease in NIM driven by higher deposit rates and a $310 million decrease in average loans and leases, partially offset by a $2.6 billion, or 7%, increase in average deposits. The provision for credit losses decreased $20 million due to a modest reduction in coverage ratio in the commercial portfolio, reflecting the current macroeconomic environment, partially offset by an increase in charge-off activity in 2024. Noninterest income increased $70 million, or 11%, primarily due to increases in capital markets and advisory fees, commitment and other loan fees, and payment and cash management fees, partially offset by a decrease in leasing revenue. Noninterest expense increased $84 million, or 7%, primarily due to increased personnel expense reflecting higher incentive compensation due to increased capital markets and advisory fees, investment in industry verticals, and new teams related to expansion across new geographies.

Previous report

Treasury / Other reported a net loss of $725 million in 2024, an increase in net loss of $182 million, compared to the year-ago period, driven by a decrease in net interest income, partially offset by a decrease in noninterest expense. Net interest income decreased $408 million primarily due to a higher cost of funds and the impact from derivatives. Noninterest expense decreased $205 million primarily due to an increase in corporate allocations.

Previous report

ADDITIONAL DISCLOSURES
Reworded paragraphs (102)

Previous wording

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other information contained in this report. The forward-looking statements in this section and other parts of this report involve assumptions, risks, uncertainties, and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Forward-Looking Statements” and those set forth in Item 1A.

Current wording

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other information contained in this report. The forward-looking statements in this section and other parts of this report involve assumptions, risks, uncertainties, and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Forward-Looking Statements” and those set forth in “Item 1A: Risk Factors”.

Previous wording

(1) Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average assets are net of deferred tax liability and calculated assuming a 21% tax rate.

Current wording

(1) Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred taxes and calculated assuming a 21% tax rate.

Previous wording

(3) Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains.

Current wording

(3) Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains (losses).

Previous wording

In 2024, we reported net income of $1.9 billion, or $1.22 per diluted common share, compared with net income in 2023 of $2.0 billion, or $1.24 per diluted common share. The current year reported net income was negatively impacted by additional expense attributable to the FDIC DIF special assessment totaling $28 million, or $23 million after tax ($0.02 per common share), and $20 million, or $16 million after tax ($0.01 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense. The prior year’s reported net income was negatively impacted by the initial recognition of the FDIC DIF special assessment totaling $214 million, or $169 million after tax ($0.11 per common share), and $69 million, or $55 million after tax ($0.04 per common share), of expense from staffing efficiencies and corporate real estate consolidation expense.

Current wording

In 2025, we reported net income of $2.2 billion, or $1.39 per diluted common share, compared with net income in 2024 of $1.9 billion, or $1.22 per diluted common share. The current year reported net income was impacted by acquisition-related expenses totaling $168 million, or $129 million after tax, which reduced diluted earnings by $0.09 per common share.

Previous wording

Net interest income was $5.3 billion in 2024, a decrease of $94 million, or 2%, from 2023. FTE net interest income, a non-GAAP financial measure, decreased $83 million, or 2%, from 2023. The decrease in FTE net interest income reflected a 19 basis point decrease in the FTE NIM to 3.00% and a $12.2 billion, or 9%, increase in average interest-bearing liabilities, partially offset by a $8.2 billion, or 5%, increase in average earning assets. The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loans and leases and investment security yields.

Current wording

Net interest income was $6.0 billion in 2025, an increase of $646 million, or 12%, from 2024. FTE net interest income, a non-GAAP financial measure, increased $658 million, or 12%, from 2024. The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The NIM increase was primarily due to a decrease in the cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity.

Previous wording

The provision for credit losses increased $18 million, or 4%, to $420 million for 2024. The ACL was $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024, compared to $2.4 billion, or 1.97% of total loans and leases, at December 31, 2023. The modest increase in the total ACL was driven by a combination of loan and lease growth and increased net charge off activity in 2024, mostly offset by a decrease in the overall coverage ratios in 2024 that is reflective of the current macroeconomic environment.

Current wording

The provision for credit losses increased $43 million, or 10%, to $463 million for 2025. The ACL was $2.7 billion, or 1.83% of total loans and leases, at December 31, 2025, compared to $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024. The increase in the ACL was driven by current year loan and lease growth, in addition to an ACL recorded for loans acquired in the Veritex transaction, partially offset by a decrease in the overall ACL coverage ratio.

Previous wording

The tangible common equity to tangible assets ratio was 6.1% at both December 31, 2024 and December 31, 2023, with an increase in tangible common equity offset by an increase in tangible assets. The CET1 risk-based capital ratio was 10.5% at December 31, 2024, up from 10.2% at December 31, 2023. The increase in CET1 was primarily due to current period earnings, net of dividends, partially offset by an increase in risk-weighted assets and a reduction in the CECL transitional amount. The increase in risk-weighted assets was driven by loan growth, partially offset by the capital benefit of two CLN transactions completed during 2024.

Current wording

The tangible common equity to tangible assets ratio increased to 7.1% at December 31, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from earnings, net of dividends, an improvement in AOCI, and the net impact of the Veritex acquisition, partially offset by an increase in tangible assets. The CET1 risk-based capital ratio was 10.4% at December 31, 2025, down from 10.5% at December 31, 2024, with the decrease primarily due to an increase in risk-weighted assets and the CECL transition adjustment, partially offset by current period earnings, net of dividends.

Previous wording

Our 2024 results reflect strong organic growth, across both loans and deposits, supported by the combination of existing and new businesses. Driven by our strong liquidity, capital, and credit, we invested in building existing business relationships, while expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals. Credit continues to perform well, consistent with our aggregate moderate-to-low risk appetite. We remain focused on delivering profitable growth and driving value for our shareholders, and believe Huntington is positioned to perform well through the dynamic environment.

Current wording

Our 2025 results reflect strong growth across loans, deposits, and value-added fee services, supported by the combination of existing and new businesses, and our partnership with Veritex. Driven by our robust liquidity, capital, and credit, we continued to invest in building existing business relationships, adding new relationships, and expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals. Credit continues to perform well, consistent with our aggregate moderate-to-low risk appetite. We remain focused on driving our flywheel of value creation to deliver profitable growth and long-term value for our customers, colleagues, and shareholders.

Previous wording

For a discussion of our results of operations for 2023 versus 2022, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2023 Form 10-K, filed with the SEC on February 16, 2024.

Current wording

For a discussion of our results of operations for 2024 versus 2023, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2024 Annual Report on Form 10-K, filed with the SEC on February 14, 2025.

Previous wording

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include impact of applicable non-deferrable and amortized fees.

Current wording

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-deferrable and amortized fees.

Previous wording

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include impact of applicable non-deferrable and amortized fees.

Current wording

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-deferrable and amortized fees.

Previous wording

Net interest income for 2024 was $5.3 billion, a decrease of $94 million, or 2%, from 2023. FTE net interest income, a non-GAAP financial measure, decreased $83 million, or 2%, from 2023. The decrease in FTE net interest income reflected a 19 basis point decrease in the FTE NIM to 3.00% and a $12.2 billion, or 9%, increase in average interest-bearing liabilities, partially offset by a $8.2 billion, or 5%, increase in average earning assets. The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loans and leases and investment security yields.

Current wording

Net interest income for 2025 was $6.0 billion, an increase of $646 million, or 12%, from 2024. FTE net interest income, a non-GAAP financial measure, increased $658 million, or 12%, from 2024. The increase in FTE net interest income reflected a 13 basis point increase in the FTE NIM to 3.13% and a $13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The NIM increase was primarily due to a decrease in cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity. The increases in average earning assets and interest-bearing liabilities included the impact of earning assets and interest-bearing liabilities acquired in connection with the Veritex transaction.

Previous wording

Average assets for 2024 were $196.3 billion, an increase of $8.7 billion, or 5%, from 2023, primarily due to an increase in average loans and leases of $3.6 billion, or 3%, total securities of $2.8 billion, or 7%, and interest-earning deposits with banks of $1.8 billion, or 19%. The increase in average loans and leases included growth in average consumer loans of $1.9 billion, or 4%, and average commercial loans and leases of $1.6 billion, or 2%.

Current wording

Average assets for 2025 were $210.8 billion, an increase of $14.5 billion, or 7%, from 2024. Average assets were impacted by the $12.0 billion of total assets acquired in connection with the Veritex transaction effective October 20, 2025. The increase in average assets was primarily due to increases in average loans and leases of $12.2 billion, or 10%, interest-earning deposits with banks of $876 million, or 8%, and total securities of $686 million, or 2%. The increase in average loans and leases, inclusive of acquired Veritex loans and leases, included growth in average commercial loans and leases of $9.1 billion, or 13%, and in average consumer loans of $3.1 billion, or 6%.

Previous wording

Average liabilities for 2024 were $176.6 billion, an increase of $7.7 billion, or 5%, from 2023, primarily due to an increase in average deposits of $7.7 billion, or 5%, driven by an increase in average interest-bearing deposits of $12.2 billion, or 11%, partially offset by a decrease in noninterest-bearing deposits of $4.5 billion, or 13%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and time deposits, partially offset by a decrease in average savings deposits.

Current wording

Average liabilities for 2025 were $159.8 billion, an increase of $12.7 billion, or 9%, from 2024. Average liability increases were also impacted by the Veritex acquisition. The increase in average liabilities was primarily due to an increase in average deposits of $12.9 billion, or 9%, driven by an increase in average interest-bearing deposits of $10.7 billion, or 9%, and an increase in average total debt of $2.2 billion, or 13%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and interest-bearing demand deposits, partially offset by a decrease in average time deposits.

Previous wording

Average shareholders’ equity for 2024 was $19.7 billion, an increase of $1.0 billion, or 5%, from 2023, primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss.

Current wording

Average shareholders’ equity for 2025 was $21.5 billion, an increase of $1.8 billion, or 9%, from 2024, primarily due to earnings, net of dividends, the benefit from a decrease in average accumulated other comprehensive loss, and the impact of common stock issued in connection with the Veritex acquisition.

Previous wording

The provision for credit losses in 2024 was $420 million, an increase of $18 million, or 4%, from 2023. The increase in provision expense over the prior year was driven by a combination of current year loan and lease growth and increased net charge off activity in 2024. These increases were largely offset by a modest reduction in overall coverage ratios in 2024 that is reflective of the current macroeconomic environment.

Current wording

The provision for credit losses in 2025 was $463 million, an increase of $43 million, or 10%, from 2024. The increase in the provision for credit losses over the prior year was driven primarily by current year loan and lease growth, partially offset by a modest reduction in overall ACL coverage ratios in 2025.

Previous wording

The provision for income taxes was $443 million for 2024, compared with $413 million in 2023. The effective tax rates for 2024 and 2023 were 18.4% and 17.3%, respectively. Both years included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects. The increase in the effective tax rate in 2024, compared to 2023, was primarily due to a decrease in tax benefits associated with qualified affordable housing projects and lower tax benefits from discrete items.

Current wording

The provision for income taxes was $459 million for 2025, compared with $443 million in 2024. The effective tax rates for 2025 and 2024 were 17.1% and 18.4%, respectively. Both years included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects. The decrease in the effective tax rate in 2025, compared to 2024, related primarily to increased benefits from general business credits and the benefits of capital losses recognized in 2025.

Previous wording

The net federal deferred tax asset was $684 million, and the net state deferred tax asset was $109 million at December 31, 2024.

Current wording

The net federal deferred tax asset was $856 million, and the net state deferred tax asset was $92 million at December 31, 2025.

Previous wording

Segment Risk Officers are embedded in the first-line and report directly to business unit senior management and indirectly to the Chief Risk Officer. They identify and monitor risk, elevate and remediate issues, establish controls, perform testing, and oversee the self-assessment process. Second-line Corporate Risk Management oversees first-line risk-taking activity, establishes policies, sets operating limits, reviews new or modified products and processes, and is responsible for producing an independent assessment of the Company’s risk position relative to the Board’s risk appetite. Third-line Internal Audit and Credit Review provide additional assurance that risk-related functions are operating as intended.

Current wording

Segment Risk Officers are embedded in the first-line and report directly to business unit senior management and indirectly to the Chief Risk Officer. They identify and monitor risk, elevate and remediate issues, establish controls, perform testing, and oversee the self-assessment process. Second-line Corporate Risk Management oversees first-line risk-taking activity, establishes policies, sets operating limits, reviews new or modified products and processes, and is responsible for producing an independent assessment of the Company’s risk position relative to the Board’s risk appetite. Third-line Internal Audit and Credit Review provides additional assurance that risk-related functions are operating as intended.

Previous wording

•Market risk, which includes interest rate and price risk. Interest rate is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk. Price risk results from changes in the value of either trading portfolios or other obligations that are entered into as part of distributing risk, primarily associated with market making, dealing, and position taking in interest rate, foreign exchange, equity, commodities, and credit markets.

Current wording

•Market risk, which includes interest rate and price risk. Interest rate risk is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk. Price risk results from changes in the value of either trading portfolios or other obligations that are entered into as part of distributing risk, primarily associated with market making, dealing, and position taking in interest rate, foreign exchange, equity, commodities, and credit markets.

Previous wording

•Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s capability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity. It provides oversight of technology investments and plans to drive efficiency as well as to meet defined standards for risk, information security, and redundancy; oversees allocation of technology costs and ensures that they are understood by the Board; evaluates innovation and technology trends that may affect our strategic plans, including monitoring of overall industry trends; and reviews and provides oversight of our continuity and disaster recovery planning and preparedness.

Current wording

•Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s ability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity. It provides oversight of technology investments and plans to drive efficiency as well as to meet defined standards for risk, information security, and redundancy; oversees allocation of technology costs and ensures that they are understood by the Board; evaluates innovation and technology trends that may affect our strategic plans, including monitoring of overall industry trends; and reviews and provides oversight of our continuity and disaster recovery planning and preparedness.

Previous wording

Overlapping or common topics are overseen by more than one committee. On a regular basis, the ROC and Audit Committee meet in joint session to cover matters relevant to both committees’ responsibilities, including reviews of annual and quarterly filings, the methodology and level of the ACL, conduct risk, and others. These committees routinely hold executive sessions with our key officers engaged in both accounting and risk management. In addition, the ROC, Audit Committee, and Technology Committee oversee the effectiveness of management’s efforts to address risk issues in a timely, comprehensive, and sustainable manner, and regularly meet in in joint session to discuss. All directors have access to information provided to each committee and all scheduled meetings are open to all directors.

Current wording

Overlapping or common topics are overseen by more than one committee. On a regular basis, the ROC and Audit Committee meet in joint session to cover matters relevant to both committees’ responsibilities, including reviews of annual and quarterly filings, the methodology and level of the ACL, conduct risk, and others. These committees routinely hold executive sessions with our key officers engaged in both accounting and risk management. In addition, the ROC, Audit Committee, and Technology Committee oversee the effectiveness of management’s efforts to address risk issues in a timely, comprehensive, and sustainable manner, and regularly meet in a joint session to discuss. All directors have access to information provided to each committee and all scheduled meetings are open to all directors.

Previous wording

Our Risk Governance structure also includes executive level committees to manage and oversee risk, which include Asset & Liability Management, Credit Policy & Strategy, Risk Management, Capital Management, Allowance, Incentive Compensation, Sarbanes-Oxley, and Disclosure Review. These committees are strategic in nature and are supported by subcommittees that are tactical. We believe this structure helps ensure appropriate escalation of issues, overall communication of strategies, and adherence to the Board’s risk appetite.

Current wording

Our Risk Governance structure also includes executive level committees to manage and oversee risk, which include Asset & Liability Management, Risk Management (inclusive of credit risk and strategy), Capital Management, Allowance, Incentive Compensation, Sarbanes-Oxley, and Disclosure Review. These committees are strategic in nature and are supported by subcommittees that are tactical. We believe this structure helps ensure appropriate escalation of issues, overall communication of strategies, and adherence to the Board’s risk appetite.

Previous wording

Total commercial loans and leases were $73.3 billion at December 31, 2024 and represented 56% of our total loan and lease credit exposure at that date. Our commercial loan portfolio is diversified by product type, customer size, and geography, and is comprised of the following (see Commercial Credit discussion):

Current wording

Total commercial loans and leases were $90.4 billion at December 31, 2025 and represented 60% of our total loan and lease credit exposure at that date. Our commercial loan portfolio is diversified by product type, customer size, and geography, and is comprised of the following (see Commercial Credit discussion):

Previous wording

C&I – C&I loans are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects, and to institutional sponsors supporting REITs. We focus on borrowers doing business within our geographic markets. C&I loans are generally underwritten individually and secured with the assets of the company and/or the personal guarantee of the business owners. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The operation, sale, rental, or refinancing of the real estate is not considered the primary repayment source for these types of loans. As we have expanded our C&I portfolio, we have developed a series of “vertical specialties” to ensure that new products or lending types are embedded within a structured, centralized Commercial Lending area with designated, experienced credit officers. These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which requires a high degree of expertise and oversight to effectively mitigate and monitor risk. As such, we have dedicated colleagues and teams focused on bringing value-added expertise to these specialty customers.

Current wording

C&I – C&I loans are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects, and to institutional sponsors supporting REITs. We focus on borrowers doing business within our geographic markets. C&I loans are generally underwritten individually and secured with the assets of the company and/or the personal guarantee of the business owners. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The operation, sale, rental, or refinancing of the real estate is not considered the primary repayment source for these types of loans. As we have expanded our C&I portfolio, we have developed a series of “vertical specialties” to ensure that new products or lending types are embedded within a structured, centralized Commercial Lending area with designated, experienced credit officers. These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which require a high degree of expertise and oversight to effectively mitigate and monitor risk. As such, we have dedicated colleagues and teams focused on bringing value-added expertise to these specialty customers.

Previous wording

Total consumer loans were $56.7 billion at December 31, 2024 and represented 44% of our total loan and lease credit exposure at that date. The consumer portfolio is comprised primarily of residential mortgages, automobile loans, home equity loans and lines-of-credit, and RV and marine finance(see Consumer Credit discussion).

Current wording

Total consumer loans were $59.3 billion at December 31, 2025 and represented 40% of our total loan and lease credit exposure at that date. The consumer portfolio is comprised primarily of residential mortgages, automobile loans, home equity loans and lines-of-credit, and RV and marine finance(see Consumer Credit discussion).

Previous wording

Residential mortgage – Residential mortgage loans represent loans to consumers for the purchase or refinance of a residence. These loans are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence. Applications are underwritten centrally using consistent credit policies and processes. All residential mortgage loan decisions utilize a full appraisal for collateral valuation. Huntington has not originated or acquired residential mortgages that allow negative amortization or allow the borrower multiple payment options.

Current wording

Residential mortgage – Residential mortgage loans represent loans to consumers for the purchase or refinance of a residence. These loans, comprised of both fixed- and adjustable-rate mortgages, are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence. Applications are underwritten centrally using consistent credit policies and processes. All residential mortgage loan decisions utilize a full appraisal for collateral valuation. Huntington has not originated or acquired residential mortgages that allow negative amortization or allow the borrower multiple payment options. The underwriting for adjustable-rate residential mortgages also incorporates a stress analysis for rising interest rates.

Previous wording

Automobile – Automobile loans are comprised primarily of indirect loans made through automotive dealerships and include exposure in selected states outside of our primary banking markets. The exposure outside of our core footprint states represents 19% of the total exposure, with no individual state representing more than 6% of the total exposure. Applications are underwritten using an automated underwriting system that applies consistent policies and processes across the portfolio.

Current wording

Automobile – Automobile loans are comprised primarily of indirect loans made through automotive dealerships and include exposure in selected states outside of our primary banking markets. The exposure outside of our core footprint states represents 23% of the total exposure, with no individual state representing more than 5% of the total exposure. Applications are underwritten using an automated underwriting system that applies consistent policies and processes across the portfolio.

Previous wording

RV and marine– RV and marine includes loans provided to consumers primarily for the purpose of financing recreational vehicles and boats. Loans are originated on an indirect basis through a series of dealerships across 35 states. The loans are underwritten centrally using an application and decisioning system similar to automobile loans. The current portfolio includes 39% of the balances within our core footprint states.

Current wording

RV and marine– RV and marine includes loans provided to consumers primarily for the purpose of financing recreational vehicles and boats. Loans are originated on an indirect basis through a series of dealerships across 35 states. The loans are underwritten centrally using an application and decisioning system similar to automobile loans. The current portfolio includes 53% of the balances within our core footprint states.

Previous wording

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. There are no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC and is used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk appetite. Changes to existing concentration limits, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics, require the approval of the ROC prior to implementation.

Current wording

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. As of December 31, 2025, there are no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC and is used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk appetite. Changes to existing concentration limits and incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics require the approval of the ROC prior to implementation.

Previous wording

(2) Amounts include $4.2 billion and $3.3 billion of auto dealer services loans at December 31, 2024 and December 31, 2023, respectively.

Current wording

(1) Amounts include $4.3 billion and $4.2 billion of auto dealer services loans at December 31, 2025 and December 31, 2024, respectively.

Previous wording

Our CRE portfolio totaled $11.1 billion at December 31, 2024, a decrease of $1.3 billion, or 11%, compared to December 31, 2023, driven by loan pay-offs and a decrease in new originations. The CRE portfolio had an associated allowance coverage of 4.3% and 4.2% at December 31, 2024 and December 31, 2023, respectively.

Current wording

Our CRE portfolio totaled $15.2 billion at December 31, 2025, an increase of $4.1 billion, or 37%, compared to December 31, 2024, driven by loans acquired as a result of the completion of the Veritex acquisition. The CRE portfolio had an associated allowance coverage of 3.7% and 4.3% at December 31, 2025 and December 31, 2024, respectively.

Previous wording

With declines in demand and property values of office space across the country, the office sector continues to be an area of uncertainty. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.6 billion, or 1% of total loans and leases, as of December 31, 2024, compared to $1.8 billion, or 1% of total loans and leases, at December 31, 2023. We have established ACL reserves of approximately 11% for our CRE office portfolio as of December 31, 2024, compared to approximately 10% at December 31, 2023. At December 31, 2024, there was $37 million of outstanding balances in the office portfolio that were 30 or more days past due.

Current wording

The office sector continues to be an area of uncertainty, and while the sector has begun to recover, the recovery is uneven by market and property type, and demand and property values continue to remain lower than normal. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.8 billion, or 1% of total loans and leases, as of December 31, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024. We have established ACL reserves of approximately 9% for our CRE office portfolio at both December 31, 2025 and December 31, 2024. At December 31, 2025, there was $14 million of outstanding balances in the office portfolio that were 30 or more days past due.

Previous wording

64 Huntington Bancshares Incorporated portfolio risk management activities, and equipment and customer diversification. Our origination policies are aligned by transaction size with increased use of the personal guarantee of principals and external credit scoring tools for smaller transactions and expanded financial analysis and reporting requirements for larger transactions. Our program focuses on high-quality manufacturer, distributor, vendor, or third party originations sources with in-depth partner diligence. The lease financing group may use manufacturer loss risk share programs that provide additional transaction support, but the origination strategy prioritizes strong customer financial condition.

Current wording

We manage the risks inherent in the Lease Financing portfolio through external consumer and business credit scoring solutions, internally developed custom probability of default and loss given default models, continuous portfolio risk management activities, and equipment and customer diversification. Our origination policies are aligned by transaction size with increased use of the personal guarantee of principals and external credit scoring tools for smaller transactions and expanded financial analysis and reporting requirements for larger transactions. Our program focuses on high-quality manufacturer, distributor, vendor, or third party originations sources with in-depth partner diligence. The lease financing group may use manufacturer loss risk share programs that provide additional transaction support, but the origination strategy prioritizes strong customer financial condition.

Previous wording

We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios. This approach forms the basis of the discussion in the sections immediately following: NPAs, NALs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.

Current wording

We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios. This approach forms the basis of the discussion in the sections immediately following: NALs and NPAs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.

Previous wording

Credit quality performance in 2024 reflected NCOs of $372 million, or 0.30%, of average total loans and leases, an increase from $273 million, or 0.23%, in the prior year. The increase reflects a $59 million increase in commercial NCOs and a $40 million increase in consumer NCOs. NPAs increased $111 million, or 16%, to $822 million, primarily driven by a $113 million increase in commercial and industrial NALs.

Current wording

Credit quality performance in 2025 reflected NCOs of $316 million, or 0.23%, of average total loans and leases, a decrease of $56 million, compared to $372 million, or 0.30%, in the prior year. The decrease reflects a $66 million decrease in commercial NCOs, partially offset by a $10 million increase in consumer NCOs. NPAs increased from December 31, 2024 by $123 million, or 15%, to $945 million, with the increase primarily due to a $105 million increase in commercial and industrial NALs, a $24 million increase in residential mortgage NALs, and a $15 million increase in commercial real estate NALs, partially offset by a $30 million decrease in other NPAs. The increase in NPAs during 2025 was in part due to NALs assumed in the Veritex acquisition.

Previous wording

Commercial loans and leases are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt. Of the $585 million of commercial related NALs at December 31, 2024, $249 million, or 43%, represent loans and leases that were less than 30-days past due, demonstrating our continued commitment to proactive credit risk management. With the exception of residential mortgage loans guaranteed by government organizations, which continue to accrue interest, first lien loans secured by residential mortgage collateral 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.

Current wording

Commercial loans and leases are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt. With the exception of residential mortgage loans guaranteed by government organizations, which continue to accrue interest, first lien loans secured by residential mortgage collateral 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.

Previous wording

Our ACL is comprised of two different components, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio: the ALLL and the AULC.

Current wording

Our ACL is comprised of two different components, the ALLL and the AULC, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio.

Previous wording

The baseline scenario used in the December 31, 2024 ACL determination assumes the labor market has softened with the unemployment rate peaking at 4.2% in the fourth quarter of 2024. Marginal improvement is expected moving forward with unemployment returning to 4.0% by 2026. The Federal Reserve is projected to continue a cycle of rate cuts that started in September 2024, with gradual cuts forecast throughout 2025 and 2026 until reaching 3% in mid-2026. Inflation is forecast to approach the Federal Reserve’s target level of 2% by the end of 2024 and stabilize in 2025. GDP is forecast to show marginal improvement from the estimated fourth quarter 2024 level of 2.0%, ending the fourth quarter of 2025 at 2.1%.

Current wording

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.

Previous wording

The table below is intended to show how the forecasted path of unemployment and GDP in the baseline scenario has changed between those used in the year 2023 and 2024 ACL determination.

Current wording

The table below is intended to show how the forecasted path of forecasted unemployment and forecasted change in GDP in the baseline scenario has changed since the end of 2024.

Showing the first 40 of 102 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The following table reflects noninterest expense for each of the periods presented.

Current report — wording carried from elsewhere

(7)Forward starting swaps effective starting from January 2025 to June 2026.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Previous report — wording carried elsewhere

(2) On an FTE basis assuming a 21% tax rate.

Previous report — wording carried elsewhere

We manage the risks inherent in the Lease Financing portfolio through external consumer and business credit scoring solutions, internally developed custom probability of default and loss given default models, continuous

Previous report — wording carried elsewhere

(3)Forward starting swaps effective starting from January 2025 to June 2026.