HUNTINGTON BANCSHARES INC /MD/

(This section should be read in conjunction with the “Regulatory Matters” section included in Part I, Item 1: Business and Note 23 - “Other Regulatory Matters” of the Notes to Consolidated Financial Statements.)

Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite to support the Bank's operations, absorb unanticipated losses and declines in asset values, and provide protection to uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing appropriate returns to our shareholders. We manage regulatory capital and shareholders’ equity at the Bank and on a consolidated basis. We have an active program for managing capital, and we maintain a comprehensive process for assessing our overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions. In addition to as-reported regulatory capital and tangible common equity metrics, which are discussed in more detail below, we also actively monitor other measures of capital, such as tangible common equity including the mark-to-market impact on HTM securities and CET1 including the impact of AOCI excluding cash flow hedges. We believe our current levels of both regulatory capital and shareholders’ equity are adequate.

Regulatory Capital

We are subject to the Basel III capital requirements including the standardized approach for calculating risk-weighted assets in accordance with subpart D of the final capital rule. The following table presents consolidated risk-weighted assets and other financial data necessary to calculate certain financial ratios, including CET1, which we use to measure capital adequacy.

2025 Form 10-K 87

(1)Huntington elected to temporarily delay certain effects of CECL on regulatory capital pursuant to a rule that allowed BHCs and banks to delay the impact of CECL adoption for two years, followed by a three-year transition period which began January 1, 2022. As of December 31, 2025, the impact of the CECL deferral was fully phased, while 75% of the impact of the CECL deferral was phased in as of December 31, 2024.

(1)Deferred tax liability related to other intangible assets is calculated at a 21% tax rate.

(2)Tangible equity, tangible common equity, and tangible assets, as well as ratios utilizing these financial measures are non-GAAP financial measures. See Non-GAAP Financial Measures in the Additional Disclosures section.

88 Huntington Bancshares Incorporated

The following table presents certain regulatory capital data at the consolidated and Bank level.

(1) Huntington and the Bank elected to temporarily delay certain effects of CECL on regulatory capital pursuant to a rule that allowed BHCs and banks to delay the impact of CECL adoption for two years, followed by a three-year transition period which began January 1, 2022. As of December 31, 2025, the impact of the CECL deferral was fully phased in, while 75% of the impact of the CECL deferral was phased in as of December 31, 2024.

At December 31, 2025, Huntington and the Bank maintained capital ratios in excess of the well-capitalized standards established by the Federal Reserve. Our consolidated CET1 risk-based capital ratio decreased modestly to 10.4% at December 31, 2025, compared to 10.5% at December 31, 2024, as an increase in risk-weighted assets and the impact of the CECL transition adjustment was partially offset by current period earnings, net of dividends. The Bank CET1 risk-based capital ratio increased to 11.7% at December 31, 2025, compared to 11.6% at December 31, 2024, driven by bank net income, partially offset by dividends paid to the parent and an increase in risk-weighted assets. The increase in risk-weighted assets was primarily driven by loan growth, partially offset by the impact of two CLN transactions and the securities repositioning completed during 2025.

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%.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities.

Shareholders’ equity totaled $24.3 billion at December 31, 2025, an increase of $4.6 billion, or 23%, when compared with December 31, 2024. The increase was primarily driven by the equity issued in the Veritex acquisition, earnings, net of dividends, an improvement in accumulated other comprehensive income driven by changes in interest rates, and the issuance of $741 million of perpetual preferred stock during 2025.

2025 Form 10-K 89

Share Repurchases

From time to time the Board of Directors authorizes the Company to repurchase shares of our common stock. Although we announce when our Board authorizes share repurchases, we typically do not give any public notice before we repurchase our shares.

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.