HUNTINGTON BANCSHARES INC /MD/

This section provides a review of financial performance on a consolidated basis. Key consolidated balance sheet and income statement trends are discussed. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, please read this section in conjunction with the “Business Segment Discussion.”

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.

Average Balance Sheet / Net Interest Income

Our primary source of revenue is net interest income, which is the difference between interest income from earning assets (primarily loans and leases and securities), and interest expense from funding sources (primarily interest-bearing deposits and borrowings). Earning asset balances and related funding sources, as well as changes in the levels of interest rates, impact net interest income. The difference between the average yield on earning assets and the average rate paid for interest-bearing liabilities is the net interest spread. Noninterest-bearing sources of funds, such as demand deposits and shareholders’ equity, also support earning assets. The impact of the noninterest-bearing sources of funds, often referred to as “free funds”, is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. Both the net interest margin and net interest spread are presented on an FTE basis, which means that tax-free interest income has been adjusted to a pretax equivalent income, assuming a 21% tax rate. Information related to major components of our net interest income (FTE) and related yields are presented on the following table.

2025 Form 10-K 55

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

(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.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

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

(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.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

2025 Form 10-K 57

The following table shows changes in fully-taxable equivalent interest income, interest expense, and net interest income due to volume and rate variances for major categories of earning assets and interest-bearing liabilities.

(1)The change in interest income or expense due to both rate and volume has been allocated between the factors in proportion to the relationship of the absolute dollar amounts of the change in each.

(2)Calculated assuming a 21% tax rate.

Net Interest Income

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.

Average Balance Sheet

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%.

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.

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.

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Provision for Credit Losses

(This section should be read in conjunction with the “Credit Risk” section.)

The provision for credit losses is the expense necessary to maintain the ACL at levels appropriate to absorb our estimate of credit losses expected over the life of the loan and lease portfolio, securities portfolio, and unfunded lending commitments.

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.

The following table presents components of the provision for credit losses.

Noninterest Income

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

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.

2025 Form 10-K 59

Noninterest Expense

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

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.

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.

Provision for Income Taxes

(This section should be read in conjunction with Note 1 - “Significant Accounting Policies” and Note 18 - “Income Taxes” of the Notes to Consolidated Financial Statements.)

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.

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

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