2025 Annual Report - ADA

HUNTINGTON BANCSHARES INCORPORATED

(1) On a fully-taxable equivalent (FTE) basis assuming a 21% tax rate.

(2) Non-GAAP. See page 12 for reconciliation.

(3) 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 tax liability, and calculated assuming a 21% tax rate.

The type of bank we want to be.

Our Values

Can-do Attitude Service Heart Forward Thinking

Our Ambitions

Be the most Trusted flnancial institution Have the most Caring and Inclusive Culture Be an Indispensable Partner for customers and communities

Deliver Value through top quartile core performance

Our Purpose

We make people's lives better, help businesses thrive and strengthen

the communities we serve

Our Vision

To be the leading People-flrst,

Customer-centered bank in the country

The value we will deliver to the market.

Dear Fellow Owners and Friends:

2025 was transformational for Huntington, marked by strong execution, peer-leading growth, and a relentless focus on our Purpose: making people's lives better, helping businesses thrive, and strengthening the communities we serve. Our Vision to become the country's leading people-first, most customer-centered bank continues to take shape.

Our Footprint

Local Banking Presence

National Footprint

Over the course of 2025, we strengthened core capabilities across the Bank-from commercial verticals and capital markets, to an enhanced consumer product suite and the deployment of artificial intelligence. We invested in tools, technology, and talent to serve a growing customer base, and we accelerated our full franchise expansion in North and South Carolina. We grew and deepened relationships across all our geographies and businesses. We did so the way we have always done: by focusing on the needs of each individual customer.

door to high-growth markets across Texas and the South. This was further bolstered by our acquisition of three business units from the capital markets division of Janney Montgomery Scott LLC, strengthening our growing capital markets and advisory businesses.

Through all these efforts, we delivered strong returns. To our shareholders, I thank you for your continued trust and support of Huntington.

Our incredible team-which today consists of approximately 25,000 colleagues, following the close of our partnership with Cadence-was the driving force behind our many successes in 2025. I'm incredibly grateful for their care and efforts to support each other and our customers.

I also want to thank our Board of Directors for their steady leadership and support. Both Gary Torgow, Chairman of Huntington Bank, and Dave Porteous, our Lead Independent Director, have provided exceptional engagement and guidance and have been terrific partners to me and our management team. I am excited to welcome our three new directors who have joined our Board as part of our partnership with Cadence: Dan Rollins, former Chairman of Cadence Bank's Board and Chief Executive Officer; Virginia Hepner, retired President and CEO of The Woodruff Arts Center and retired Wachovia Bank executive; and Alice Rodriguez, co-owner of Kendall Milagro Inc. and retired JPMorgan Chase & Co. executive.

Celebrating 160 years

As we enter 2026, we celebrate an extraordinary milestone, Huntington's 160th year. We carry with us the values and legacy that have defined Huntington for generations. After all that we've achieved in the past year, we're reminded that a bold vision and enduring values are a powerful combination.

Our partnerships with Veritex Community Bank and Cadence Bank-which we announced in 2025-are helping accelerate this momentum, creating a powerful springboard for future growth and cementing our position as a top-10 U.S. bank. These partnerships bring our full franchise to 21 states, connecting us with more than half of the U.S. population and opening the

The progress we made in 2025, which I'll detail in the pages to come, has created tremendous momentum and incredible opportunity for our company. It's an exciting moment for Huntington-and all those we serve.

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The Power of Partnerships

Organic growth is the core of Huntington's strategy and the engine that drives our strong performance. In 2025, we grew organically at rates significantly faster than our peer group, demonstrating the strength of our differentiated business model, our nationally scaled businesses, and our strong local presence and engagement.

With that in mind, our bar for pursuing inorganic opportunities has always been incredibly high. Any potential partnership-a word we use intentionally and earnestly-must align with our values; complement our strategy; strengthen our franchise; and meet rigorous financial, cultural, and operational criteria. We evaluate these opportunities carefully, move decisively when the fit is right, and work in close collaboration with our corresponding leadership teams to plan and execute a smooth and mutually beneficial combination.

In 2025, we were fortunate that two outstanding organizations-Veritex Community Bank and Cadence Bank-chose to partner with Huntington. Both share our people-first culture, customer-centered approach, and commitment to community, and their decisions to partner with us reflect the trust we've earned as a disciplined, values-driven leader.

Veritex Community Bank

In July, we announced a partnership with Veritex Community Bank, headquartered in Dallas, Texas.

Huntington is not new to Texas. We have served customers in the state since 2009, steadily building to more than 200 colleagues and $5.6 billion in loans. With its strong presence in Dallas-Fort Worth and Houston, two of the nation's largest metro areas, Veritex provided an immediate springboard to accelerate our growth in one of the most dynamic markets in the U.S.

Veritex brings to Huntington a talented team known for deep local relationships and a strong commercial banking franchise. Their relationship-driven approach fits seamlessly with our model of delivering national capabilities through local decision-making and trusted bankers.

We closed the combination on October 20, 2025, and completed systems conversion on January 19, 2026, taking us 189 days from announcement to systems migration. Using our proven playbook, integration has been exceptional-fast, coordinated, and grounded in shared ownership.

We're very grateful to Malcolm Holland, former Veritex Holdings, Inc., President and CEO, and the Veritex directors and teammates for their partnership, and we're thrilled that Malcolm will continue with us as Chair of Texas.

Cadence Bank

In October, we announced our partnership with Cadence Bank, dual headquartered in Houston, Texas, and Tupelo, Mississippi. This partnership establishes immediate scale in Texas and Mississippi and provides a strategic foothold throughout the South, as well as in several of the nation's fastest-growing markets, including Houston, Dallas, Fort Worth, Austin, Atlanta, Nashville, Orlando, and Tampa. Our playbook for driving organic growth in dynamic markets like these will serve us well.

Cadence's footprint across Texas and the South allows us to bring our full franchise to eight new states and adds more than 390 branches to our network. We will continue commitments to the legacy markets which Cadence served, especially Mississippi.

Cadence's teams also bring deep expertise, long-standing customer relationships, and a community-first mindset that aligns closely with Huntington's values.

We celebrated the close of this combination on February 1, 2026, and remain on track for conversion in mid-2026. We are incredibly thankful to Dan Rollins, the Cadence directors, and the senior leadership team for being outstanding partners from the beginning, and we look forward to Dan's continued leadership as Vice Chair of the Board, as well as Virginia Hepner and Alice Rodriguez's membership on the Board, as previously noted.

Strong Execution, Strong Financial Results

2025 was a defining year for Huntington, marked by exceptional financial performance and clear validation of our strategy. We delivered strong revenue and earnings growth, meaningful tangible book value accretion, and expanding returns on capital, all while generating substantial positive operating leverage. These results were driven by peer-leading organic loan and deposit growth, expanding net interest income, and sustained momentum across our payments, wealth management, and capital markets businesses. Importantly, this growth was broad-based and disciplined-spanning consumer and commercial banking and legacy and expansion markets-and achieved within our long-standing aggregate

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moderate-to-low risk appetite. Credit performance remained top tier, reinforcing the durability and predictability of our earnings through a range of economic conditions.

Value Creation

Differentiated Operating Model

Sustainable Competitive Advantage

Strong Revenue Growth

& Profltability

Expanding Investment Capacity

At the core of this performance is a powerful flywheel for value creation that continues to gain momentum. Our differentiated operating model-delivering national capabilities through local relationships-drives sustained organic growth. That growth, in turn, fuels revenue expansion and operating leverage, allowing us to reinvest at scale in talent, technology, and customer-facing capabilities. In 2025, this flywheel was clearly on display: strong balance-sheet growth and rising fee income powered profitability, while disciplined expense management created capacity to invest without sacrificing returns. Those investments enable us to deepen customer relationships, expand wallet share, and strengthen our competitive position, reinforcing the cycle of growth and value creation.

Our performance in 2025 also strengthened Huntington's foundation for the future. We entered the year from a position of strength and continued to invest through industry disruption, taking share while remaining disciplined in risk and capital management. Strategic partnerships, including Veritex and Cadence, further enhance our scale, density, and opportunity set in some of the fastest-growing markets in the country, while accelerating the flywheel we have built over many years. As we look ahead, we are confident in our ability

to continue delivering strong growth, attractive returns, and long-term value for our shareholders-supported by a people-first culture, rigorous risk discipline, and focused execution.

The Capabilities of a Top-10 Bank, Delivered Locally

From a distance, a lot of banks can look the same. We believe the way we support our customers at the local level-delivering the full capabilities of a national bank through local bankers with local decision-making and deep local relationships-sets us apart. This approach is led by Regional Presidents who bring together cross-functional teams to deliver the entire Huntington franchise seamlessly and holistically.

Regional Presidents are pivotal in driving financial performance; deepening customer and community relationships; and fostering a unified, people-first culture across the region. This is how we win: by going to market as one Huntington, powered by leaders and teams who know their communities best and act with autonomy and accountability to deliver for them.

At the same time, our nationally scaled businesses give customers access to deep expertise, specialized industry solutions, and sophisticated products that rival the largest banks in the country. This national strength spans commercial banking, capital markets, wealth management, treasury management, and advisory capabilities, enabling us to meet complex needs with consistency and scale, while still showing up with a personal, community-centered approach.

We have built a unique and scalable super regional bank model that delivers industry expertise through locally led teams in 21 regional markets and across the country though our Commercial Bank and specialty businesses.

Consumer & Regional Banking

Our Consumer and Regional Bank (CRB) supports the financial needs of millions of individuals, families, and businesses across the country and is deeply embedded within the communities we serve. In 2025, CRB drove strong financial and operational performance. We accelerated household growth by 2% for consumers and 2.1% for businesses compared to 2024. We grew both average total loans and average deposits to $74.4 billion and $112.2 billion, respectively. We also made significant fee revenue gains in key areas such as Wealth Management and Huntington Insurance, Inc.

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2025 Growth

Household Growth

+2% Consumers

+2.1% Businesses

Average Total Loans

Average Deposits

$74.4 Billion

$112.2 Billion

In 2024, we announced our full franchise expansion into the fast-growing North and South Carolina region-with plans to build 55 branches across the region in five years-and in 2025 we accelerated that timeline to three years. We are well on track to achieve that goal and have been very pleased with our initial performance. Looking ahead, in 2026, we plan to open more than 20 additional branches in key markets across North and South Carolinas, including Charlotte, Charleston, and Winston-Salem.

We have also successfully leveraged key collaborations with innovative companies to provide differentiated digital capabilities and experiences for our customers. For example, our partnership with Casca has significantly simplified our small business loan process, and our partnership with Octane has streamlined financing for the outdoor power equipment industry.

Wealth Management

Our Wealth Management business unit is important to the growth of CRB. Through proactive and deeply personal advice, our experienced advisors aim to simplify customers' financial lives and enable them to focus on what matters most to them.

Wealth represents one of the most significant longterm opportunities for Huntington, and we have made considerable progress toward the goal of doubling the business within five years.

Following a strategic restructuring and build-out of leadership, the team continues to make investments in modernizing platforms and products and to capture a much larger share of wallet across eligible households-particularly important as we expand into high-growth markets and meet rising demand for holistic, planning-led guidance.

As a result, in 2025, we drove substantial growth in many key areas, including 16% fee revenue growth, 11%

assets under management growth, and 8% household growth.

We continued to advance our commitment to driving sustainable growth in wealth management into 2026. In February, we announced new strategic relationships with Ameriprise Financial Services, LLC, and SEI, providing us with powerful technology and planning tools to more seamlessly deliver premium advice and guidance to our customers.

The Commercial Bank

Our Commercial Bank is one of the fastest-growing commercial franchises in the country, delivering customized banking, financing, and advisory solutions to businesses across a wide range of industries. Our commercial platform brings together lending, capital markets, asset finance, and industry-specific expertise-delivering national capabilities with a client-first, insight-driven approach that helps businesses manage risk, strengthen balance sheets, and grow.

In 2025, the Commercial Bank expanded by bringing our middle-market banking capabilities to Southeast Florida. Our team is supporting mid-sized corporate clients with comprehensive commercial banking services. This expansion is just the latest growth initiative for the Commercial business, which also expanded into North Carolina, South Carolina, and Texas in the last two years.

For the first time, our Corporate, Specialty, and Government banking (CSG) business surpassed

$20 billion in assets and $20 billion in deposits-representing 55% and 40% growth, respectively, from a 2022 baseline. The 15 specialty verticals that comprise CSG represent some of our investments over the last two years. As part of its focus on serving more clients across the U.S., the CSG team has successfully launched seven new verticals: Fund Finance, Financial Institutions Group, Native American Financial Services, Aerospace & Defense Group, Corporate Mortgage Finance, Specialized Mortgage Solutions, and National Deposits Group. The CSG team has also integrated Note Finance from our Veritex partnership and, at the time of closing, will integrate Cadence's long-standing Energy vertical.

On December 31, 2025, we completed our acquisition of three business units from the capital markets division of Janney Montgomery Scott LLC to strengthen our growing capital markets and advisory businesses. The transaction brings Janney's middle-market investment banking business, TM Capital, to Capstone Partners, our investment banking and advisory firm. The addition

2025 ANNUAL REPORT 5

of TM Capital deepens Capstone's capabilities with private equity clients and solidifies its position as a top-10 U.S. middle-market investment bank. And we were thrilled to welcome nearly 140 talented colleagues to Huntington or Capstone as part of the acquisition.

Enterprise Payments

Enterprise Payments continues to be one of Huntington's most dynamic growth engines, powering the movement of money for consumers and business clients across our footprint and beyond.

In 2025, Enterprise Payments delivered double-digit revenue growth at 13%, driven by strong performance in Treasury Management (17% year-over-year growth), which includes Treasury Management fee income, Merchant Services, and Commercial Card.

Within Treasury Management, we continued to expand our focus on serving the needs of the expansion verticals within the Commercial Bank with numerous vertical-specific solutions, including forming multiple partnerships for customers in the Homeowner Association vertical and to improve our ability to participate in the auto dealer merchant ecosystem.

In addition to deepening our relationship with our core CRB customers, we leveraged our strong brand and launched our prospecting strategy for card. Both these actions resulted in record performance within the card portfolio, with outstandings surpassing $1 billion and credit purchase spend growth, with credit card purchase volume up 15%. We had a very active and engaged debit card base and maintained best in class debit card metrics. These landmark results meaningfully increase customer lifetime value and reinforce Huntington's share of wallet in the competitive payments landscape.

Additionally, our merchant services growth was robust, driven by our new in-house operating model. This has led to continued new account growth by delivering elevated customer experiences, reinforcing our status as a trusted financial partner for businesses seeking reliable, modern payment acceptance capabilities.

We also expanded our products and capabilities, including leveraging data to modernize our efforts and launching products that deepen customer relationships. Our investment in tools such as integrated receivables has provided clients with richer payment data, improving their cash flow visibility, reconciliation, and reporting.

Finally, our multiple partnerships have enabled us to accelerate growth as we rapidly scale new capabilities that deliver innovative products and solutions for our clients.

"Who Owns Risk?" "We All Do."

All of our work is anchored by our aggregate moderate-to-low risk appetite and disciplined risk management strategy. In 2025, we continued to evolve our enterprise risk management program, fortifying our ability to navigate an increasingly dynamic and volatile environment and scaling our framework so we're ready for the heightened regulatory expectations that accompany our continued growth.

Today's risk landscape extends well beyond credit to include cyber threats, geopolitical uncertainty, regulatory complexity, fraud, and evolving customer expectations. We have enhanced governance, upgraded infrastructure, and strengthened our ability to anticipate and manage these and other emerging risks.

As Huntington continues to grow, we are taking proactive steps to evolve our risk program to meet the needs of a larger, more complex financial institution. Following the Cadence combination, we will surpass the $250 billion asset regulatory threshold for Category III status. Our scale readiness program ensures we meet heightened expectations in areas such as liquidity, capital, stress testing, regulatory reporting, and recovery and resolution planning. This program also establishes a foundation that enables us to meet heightened expectations before they are required, strengthening our position as a trusted financial institution.

I frequently ask colleagues, "Who owns risk?" It's a question they've heard so often, and a philosophy they know so deeply, that the response is immediate. "We all do." Our strong risk culture, with shared accountability, is the cornerstone to our entire approach. As a result, colleagues across the Bank are empowered and expected to identify, escalate, and address risks.

Importantly, our risk management efforts, combined with our strong financial foundation, have historically positioned us to act decisively during periods of market disruption. For example, following the collapse of Silicon Valley Bank and First Republic Bank in 2023, Huntington was well positioned to invest meaningfully, while many of our peers stepped back and shrunk their balance sheets. Our strong foundation has, and will continue to, serve us far into the future.

Leading on Innovation

Innovation has always been a way of thinking and working at Huntington. From pioneering the Handy Bank in 1972, the first fully automated 24-hour banking

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office in the U.S., to our groundbreaking "Fair Play" philosophy in 2010 and beyond, innovation has remained a defining hallmark. Innovation is shared among our colleagues who bring forward ideas and approaches never before tried, uncover opportunities in areas that may not yet be fully defined, and turn challenges into solutions that move us forward. It's how we defy the status quo; experiment with bold thinking; and continuously improve the way we serve our customers, colleagues, and communities.

Artificial Intelligence

Artificial Intelligence (AI) represents a significant strategic opportunity for Huntington. We view this era of AI advancement as a catalyst to improve efficiency, enhance the customer experience, and unlock new growth opportunities at a scale never seen before.

The opportunity in AI extends well beyond individual productivity gains. We're focused on developing enterprise-scale AI solutions to significantly simplify processes; reduce manual work; and enable our colleagues to spend more time building relationships, exercising judgement, and solving complex problems. And the pace of adoption across Huntington has been good. Adoption has accelerated meaningfully over the past year, with AI now embedded across software engineering, internal operations, and customer-facing applications, and new use cases continuing to launch at a steady pace.

As adoption scales, we are embedding proactive governance, risk management, and controls. We believe moving with urgency must be balanced with responsibility, security, and trust. By pairing speed with strong oversight, we are positioning AI as a durable, long-term driver of efficiency, innovation, and sustainable growth for Huntington.

Digital Tools and Capabilities

In 2025, we made advancements in our digital tools and capabilities that reflect our commitment to innovative customer-centered solutions while delivering sustainable and efficient long-term growth. Overall, our digital acquisition grew 27%, and customers completed more than one billion digital interactions, making digital a top channel for acquisition, deposit growth, and routine service.

With a focus on delivering differentiated digital products and seamless experiences, in 2025 we introduced Teen Banking and Caregiver Banking to support our customers and their families through every stage of life. These modern solutions offer

families spending controls; real-time alerts; and shared access for dependents, caregivers, and those requiring financial oversight. We also launched a Premier Unsecured Line of Credit, providing expedited approval for qualified customers.

Digital also provides us the opportunity to deliver greater personalization to customers, and in 2025 we introduced 1-Tap account originations, enhanced fraud authentication, and expanded remote-servicing capabilities. These advancements not only modernize how we serve customers but also support sustainable, efficient long-term growth as more customers choose to begin, deepen, and manage their relationships with Huntington digitally.

Accelerating Innovation through Our Patent Program

Our culture of innovation empowers our colleagues to bring an innovative mindset to their work and allows them to continually improve how we operate for the benefit of our customers, colleagues, and the communities we serve. To support, protect, and reward that ingenuity, we recently expanded our Patent Program, which has led to a significant increase in our granted patents and submitted patent applications. Our Patent Program is strengthening our competitive edge and providing a stronger foundation for scaling transformative solutions across the Bank.

Taking the Huntington Brand to New Places

For 160 years, the Huntington brand has stood for trust, care, and service-recognized instantly through our signature green and our unmistakable message of "Welcome." Few institutions in our industry have a brand as enduring or as closely tied to their values. In 2025, we took important steps to strengthen and amplify that brand for the future.

Brand Refresh

The most recognizable way we moved our brand forward in 2025 was through a comprehensive refresh, modernizing how Huntington shows up while preserving the heritage that customers trust. This evolution includes an updated logo and typography-with the addition of the word "Bank" to strengthen our identity in new markets-and a vibrant visual identity that pairs Huntington Green with an expanded, contemporary color palette. We also advanced key digital experiences, including a redesigned website and mobile app updates that make our financial guidance more intuitive and accessible.

2025 ANNUAL REPORT 7

To amplify the refresh, we launched the "Let's Get More from Money" campaign, designed to meet customers where they are. Through personalized, locally tailored messaging, we delivered products that are scalable across all marketing channels, geographies, and audiences.

Sports Partnerships

In 2025, we further accelerated the visibility of our refreshed brand and invested in potential through strategic sports partnerships. We launched a bold new chapter in golf; building on Veritex's legacy as the "Golf Bank of Texas," we introduced Huntington's golf platform and welcomed Scottie Scheffler-the world's No. 1 golfer-as our lead golf ambassador.

We're incredibly proud to continue Scottie's long-standing relationship with Veritex under the Team Huntington banner. This partnership marks the beginning of our strategy. In 2026, we will introduce additional Team Huntington golfers and invest further

in initiatives designed to make Huntington the most trusted financial brand in golf.

Our investments in golf build on our powerful partnership with the Cleveland Browns, which included stadium naming rights: Huntington Bank Field. Announced in 2024, the Browns partnership continues to elevate our brand locally and nationally and is already helping drive incremental household growth and new commercial opportunities.

Maintaining a "Category of One" Culture

Huntington's culture is a strong driver of our business; it remains central to who we are and how we operate. We know that when we build a strong, people-first culture that we can deliver a differentiated customer experience and, in turn, grow our customer base and drive growth.

At the heart of this is our long-standing aspiration to become a Category of One company-a place where the experience is so distinctly caring, consistent, and customer-centered that it stands as a benchmark for a world-class banking experience. As we expand our footprint and integrate new teams, we know it is more important than ever that we continue strengthening and celebrating the culture that sets us apart.

The Best Place You've Ever Worked

Our Human Resources team strives to make Huntington the best place our colleagues have ever worked. And we believe that is the case for many; for the seventh consecutive year, Huntington has been Certified™ by Great Place To Work.

That designation isn't by default; it's because of our commitment to keeping our culture strong and listening to our colleagues. Each year, we administer an enterprise-wide colleague survey to understand what's working well and where we can improve together. In 2025, an outstanding 89% of colleagues shared their perspectives and insights. From that input, we develop plans of action at the enterprise and team levels.

8 HUNTINGTON BANCSHARES INCORPORATED

For example, this past year's survey results indicated that colleagues wanted more opportunities to work with our leadership team and collaborate on enterprise-level initiatives. Out of that feedback, we created a plan and launched the Enterprise Colleague Advisory Board. This group of nearly 30 colleagues from across our segments and our footprint has just begun, and I know their perspectives and work will help us keep our culture strong, clear, and in-focus.

That's because at Huntington we want to ensure that "Welcome" means "Welcome to All." We are committed to creating a workplace where every colleague feels welcome, heard, and respected because inclusiveness is a business imperative and a driving force in our success.

Colleague feedback has also helped us design and deliver a competitive set of benefits to support colleagues and their families. Over the past decade, we've made significant investments in our colleagues, including:

• Consistently raising our minimum hourly rate

• Developing industry-leading time-off programs such as Paid Time Off, Caregiver Time Off, Family Time Off, and Bereavement

• Adding new benefits like Fertility and Applied Behavior Analysis therapies

  Looking ahead to 2026, we continue making meaningful investments to help our colleagues lead better lives. These include:

• Raising our 401(k) match to 5% to further invest in our colleagues' futures

• Subsidizing medical premiums and a new $0 premium dental plan for colleagues at the lower end of our salary range

Another way we differentiate our culture is by taking time throughout the year to pause and celebrate the people who make Huntington special. Every year, we host Colleague Appreciation Week, and our executive team and I travel across the footprint to visit branches, operations centers, and offices-listening to colleagues' stories, hearing their feedback, and thanking them personally.

Additionally, each fall, we host The Big Picture, a Huntington-produced feature film that highlights the voices, achievements, and moments that shaped our year. Whether colleagues gather in movie theaters or hold branch watch parties, these experiences reinforce the pride and shared Purpose that define Huntington.

Making Our Communities Stronger

Corporate responsibility is woven into how we operate. We focus on issues important to our business and stakeholders, and our commitment to doing the right thing for all our constituents serves as a strategic driver for growth. Corporate responsibility propels our performance and enables us to live our Purpose while fostering impact deep within our communities.

In 2025, we received our third consecutive "Outstanding" rating for the Community Reinvestment Act (CRA), reflecting our decades-long, deep, and enduring commitment to meeting the credit needs of individuals and businesses in low- and moderate-income communities across our footprint through loans, investments, and services.

At the same time, our Community Impact Capital group financed more than 3,700 affordable housing units through over $1.1 billion in investments and loans, continuing our long-standing leadership in expanding housing stability, supporting neighborhood revitalization, and creating opportunities for families to build stronger futures.

During the year, we also redoubled our efforts to support other organizations that are driving meaningful change and investing in potential.

Our colleagues raised a record $5 million in 2025 through our partnership with Pelotonia, a grassroots cycling event with the goal of ending cancer through shared research at The Ohio State University Comprehensive Cancer Center - Arthur G. James Cancer Hospital and Solove Research Institute. The Bank has raised more than $49 million since our partnership began 16 years ago. Participation also reached new heights last year, with 3,353 colleagues-a 20% increase over 2024-taking part. I could not be more proud of Team Huntington.

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We know that one of the most important ways we can support our communities and the well-being of future generations is by investing in teachers. Through our Ignite the Classroom initiative, 1,300 educators are receiving world-class professional development through our partnership with the Ron Clark Academy. Since our launch in 2024, Huntington has invested more than $2.8 million and secured an additional

$4.6 million of private dollars, investing more than $7.5 million in our educators.

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Entering Our Next Era with Strength and Momentum

Through our efforts and our impact, 2025 was a transformational year.

With Veritex integrated and the Cadence conversion approaching, Huntington is operating at a new scale, ready to serve more customers, deepen relationships, and compete with greater strength.

We enter 2026 with extraordinary momentum. The strong foundation we've built-our strategy, our capabilities, our technology, our risk framework, our brand, and our culture-gives us incredible confidence as we look ahead. And I have never been more optimistic about the future.

Thank you again for your continued trust and support of Huntington.

Stephen D. Steinour Chairman, President, and Chief Executive Officer

Ann B. (Tanny) Crane

Executive Chair

Crane Group Company

Rafael Andres Diaz-Granados Chairman and CEO TransForce, Inc.

Virginia A. Hepner

Retired President and CEO The Woodruff Arts Center

John C. (Chris) Inglis

Former U.S. National Cyber Director Office of the National Cyber Director

Katherine M.A. (Allie) Kline

Founding Principal LEO DIX

Richard W. Neu

Retired Chairman

MCG Capital Corporation

Kenneth J. Phelan Senior Advisor Oliver Wyman, Inc.

David L. Porteous

Attorney

McCurdy, Wotila & Porteous, P.C. Independent Lead Director Huntington Bancshares Incorporated

Alice L. Rodriguez

Co-Owner

Kendall Milagro Inc.

James D. (Dan) Rollins III

Vice Chairman

Huntington Bancshares Incorporated Vice Chairman

The Huntington National Bank

Teresa H. Shea President Oplnet, LLC

Roger J. Sit

CEO, Global Chief Investment Officer, and Director

Sit Investment Associates, Inc.

Stephen D. Steinour

Chairman, President, and CEO Huntington Bancshares Incorporated President and CEO

The Huntington National Bank

Jeftrey L. Tate

Chief Financial Officer Dow Inc.

Gary Torgow

Chairman

The Huntington National Bank

Board of Directors as of 03/01/2026

Stephen D. Steinour

Chairman, President, and CEO, Huntington Bancshares Incorporated President and CEO,

The Huntington National Bank

Scott Kleinman

Senior Executive Vice President, Commercial Bank President

Timothy Miller

Executive Vice President, Chief Communications Officer

Brant Standridge

Senior Executive Vice President, Consumer and Regional Banking President

Amit Dhingra

Executive Vice President, Chief Enterprise Payments Officer

Kendall Kowalski Executive Vice President, Chief Information Officer

Prashant Nateri

Executive Vice President, Chief Corporate Operations Officer

Zachary Wasserman

Senior Executive Vice President, Chief Financial Officer

Marcy Hingst

Senior Executive Vice President,

General Counsel and Corporate Secretary

Senthil Kumar

Senior Executive Vice President, Chief Risk Officer

David Ortiz

Executive Vice President, Chief Auditor

Donnell White Senior Vice President, Chief Inclusion Officer

Helga Houston

Senior Executive Vice President

Brendan Lawlor Executive Vice President, Chief Credit Officer

Sarah Pohmer

Senior Executive Vice President, Chief Human Resources Officer

Executive Leadership Team as of 03/01/2026

2025 ANNUAL REPORT 11

12 HUNTINGTON BANCSHARES INCORPORATED

WASHINGTON, D.C. 20549

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

• Yes⌧ No

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, determined by using a per share closing price of $16.76, as quoted by Nasdaq on that date, was approximately $24.1 billion. As of February 1, 2026, there were 2,029,792,391 shares of common stock with a par value of $0.01 outstanding.

Documents Incorporated By Reference

Part III of this Form 10-K incorporates by reference certain information from the registrant's definitive Proxy Statement for the 2026 Annual Shareholders' Meeting.

TABLEOFCONTENTSHUNTINGTONBANCSHARESINCORPORATED

2025 FORM 10-K ANNUAL REPORT

Page Number

Glossary of Acronyms and Terms 5

PART I

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

2025 Form 10-K 3

PART IV

Item 15. Exhibits and Financial Statement Schedules 177

Item 16. Form 10-K Summary 177

Exhibit Index 178

Signatures 180

4 Huntington Bancshares Incorporated

‌Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:

165(d)

Resolution Plan

A resolution plan submitted of the Federal Reserve and FDIC on behalf of a covered bank holding company pursuant to Section 165(d) of the Dodd-Frank Act

DOJ

Department of Justice

2024 Banking Addendum

2024 Banking Addendum to 2023 Merger Guidelines

EAD Exposure at Default

AFS Available-for-Sale EOP End of Period

ALCO Asset-Liability Management Committee ESG Environmental, Social, and Governance

AML Anti-Money Laundering FASB Financial Accounting Standards Board

ASC Accounting Standards Codification FDIA Federal Deposit Insurance Act

ATM Automated Teller Machine

Fed Fund The targeted rate by the Federal Reserve to secure overnight funding

Bank Secrecy Act Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970

FFIEC Federal Financial Institutions Examination Council

Basel III

Refers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013

FHC

Financial Holding Company

BHC Bank Holding Company FHLB Federal Home Loan Bank

Board Board of Directors FinCEN Financial Crimes Enforcement Network

Cadence Cadence Bank FRB Federal Reserve Bank

CCB Capital Conservation Buffer FTE Fully-Taxable Equivalent

CCPA

California Consumer Privacy Act of 2018, as amended by the California Privacy Act of 2020

FTP

Funds Transfer Pricing

CCyB Countercyclical Capital Buffer FVO Fair Value Option

CDI

Core Deposit Intangible

GAAP

Generally Accepted Accounting Principles in the United States of America

CDS Credit Default Swap GDP Gross Domestic Product

CEO Chief Executive Officer HQLA High-Quality Liquid Assets

CFPB Bureau of Consumer Financial Protection

IDI Resolution A resolution plan submitted to the FDIC on behalf of a

Plan covered insured depository institution pursuant to 12 CFR 360.10

CISA Cybersecurity Information Sharing Act LCR Liquidity Coverage Ratio

CISA Agency

Cybersecurity and Infrastructure Security Agency

LFI Rating System

Large Financial Institution Rating System

CLN Credit Linked Note LGD Loss Given Default

CMO Collateralized Mortgage Obligations LTV Loan-to-Value

COSO Committee of Sponsoring Organizations of the Treadway Commission

MD&A Management's Discussion and Analysis of Financial Condition and Results of Operations

CRE Commercial Real Estate MSR Mortgage Servicing Right

Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act

NALs Nonaccrual Loans

2025 Form 10-K 5

6 Huntington Bancshares Incorporated

‌HuntingtonBancsharesIncorporated PART I

When we refer to "Huntington," "we," "our," "us," and "the Company" in this Annual Report on Form 10-K (this "report"), we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the "Bank" or "Huntington National Bank" in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.

Item 1: Business

General Business Description

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we are committed to making people's lives better, helping businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking and financial services. These include, but are not limited to, payments, mortgage banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. As of December 31, 2025, we operated more than 1,000 branches in 14 states. Following the completion of our merger with Cadence Bank on February 1, 2026, as further discussed below, we operate nearly 1,400 branches in 21 states, with certain businesses operating in extended geographies.

Acquisitions and Mergers

On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. ("Veritex," and such transaction, the "Veritex Merger"), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity, and Veritex Community Bank merged with and into Huntington National Bank, with Huntington National Bank as the surviving entity. The transaction, which was valued at $1.7 billion, added $12.0 billion in assets, including $9.3 billion in loans, and $10.5 billion in deposits, as of the date of acquisition.

On February 1, 2026, Huntington completed the acquisition of Cadence Bank ("Cadence," and such transaction, the "Cadence Merger"), 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 (the "Cadence Merger 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.

Business Segments

Our business segments are based on our internally aligned segment leadership structure, which is how management monitors results and assesses performance. For each business segment, we expect the combination of our business model, investment in products and capabilities, and exceptional service to provide a competitive advantage that supports revenue and earnings growth. Our business model emphasizes the delivery of a complete set of banking products and services offered by larger banks, but distinguished by local delivery and customer service.

2025 Form 10-K 7

A key strategic emphasis has been for our business segments to operate in cooperation to provide products and services to our customers and to build stronger and more profitable relationships using our OCR sales and service process, which aligns to our vision to be the leading people-first, customer-centered bank in the country. The objectives of OCR are to:

• Use a consultative and advisory sales approach to provide solutions that are specific to each customer;

• Leverage each business segment in terms of its products and expertise to benefit customers; and

• Develop prospects who may want to have multiple products and services as part of their relationship with us.

  Following is a description of our two business segments, Consumer & Regional Banking and Commercial Banking, along with the Treasury / Other function:

  • Consumer & Regional Banking: The Consumer & Regional Banking segment provides a wide array of financial products and services to consumer and business customers including, but not limited to, deposits, lending, payments, mortgage banking, dealer financing, investment management, trust, brokerage, insurance, and other financial products and services. We serve our customers through our network of regional banking and national specialty finance channels, including branches and ATMs, online and mobile banking, our customer call centers, and strategic national partnerships.

We have a "Fair Play" banking philosophy: providing differentiated products and services, built on a strong foundation of customer-friendly products and advocacy. Our brand resonates with consumers and businesses, helping us acquire new customers and deepen relationships with current customers. Our Fair Play banking suite of products includes 24-Hour Grace®, Asterisk-Free Checking®, Money Scout®, $50 Safety Zone®, Standby Cash®, Early Pay, Instant Access, Savings Goal Getter®, and Huntington Heads Up®.

Consumer & Regional Banking offers a comprehensive set of digitally powered consumer and business financial solutions to Consumer Finance, Regional Banking, Branch Banking, and Wealth Management customers.

Consumer Finance provides direct and indirect consumer loans, as well as dealer finance loans and deposits. Direct consumer loan products, including mortgage and home equity, are originated through branch, online, and third-party channels. Indirect consumer loans are originated through deep relationships with dealerships to finance consumer purchases of automobiles, recreational vehicles, marine craft, and powersports. We also provide dealer finance loans (including floorplan loans), deposits, and other financial products to these dealerships and their owners.

Regional Banking, along with our business and specialty banking offerings, is a dynamic part of our business. Regional Banking is defined as serving small to mid-sized businesses. Beyond conventional lending solutions, Huntington offers access to capital markets, practice finance, and SBA lending capabilities. In addition, our payments business provides credit and debit cards and treasury management services to our customers. Huntington continues to develop products and services that are designed specifically to meet the needs of business customers and looks for ways to help companies find solutions to their financing needs.

Branch Banking provides a full range of financial products and services to consumer and business customers through our extensive branch and ATM network.

Wealth Management has a comprehensive product offering, including private banking, wealth management, and legacy planning through investment and portfolio management, fiduciary administration and trust services, institutional custody services, and full-service retail brokerage investments.

In addition, we offer our customers a wide variety of financial solutions, ranging from payment instruments, such as consumer and small business credit and debit cards, payables solutions, including ACH processing and account reconciliation, and receivables solutions, including remote deposit capture, billing services, and lockbox services. We offer merchant services to our business and commercial customers. We also offer our customers money movement services through payment platforms such as Real-Time Payments (RTP®) and Zelle®.

8 Huntington Bancshares Incorporated

• ‌ Commercial Banking: The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which includes a comprehensive set of product offerings. Our target clients span from mid-market to large corporate customers across a national footprint. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payments capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay. The Commercial Banking segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.

Middle Market Banking serves the banking needs of mid-sized clients, leveraging our local presence to serve our clients, and extending our full suite of banking products including lending, liquidity, treasury management and other payment services, and capital markets.

Corporate, Specialty, and Government Banking serves medium to large enterprises. We focus on specific industry verticals such as government and non-profits, healthcare, technology and telecommunications, franchises, financial sponsors, Native American financial services, mortgage financial services, fund finance, and global services. Our expertise in these markets allows us to uniquely serve our clients' sophisticated banking, capital markets, and payments requirements.

Asset Finance serves our clients' capital expenditure and working capital needs through equipment financing, asset-based lending, distribution finance, structured lending, and municipal financing solutions. Our relationship with large manufacturers is bolstered by a strong commitment to their dealers and financing needs.

Commercial Real Estate Banking provides banking solutions to commercial real estate developers and institutional sponsors across the nation. Within this group, Huntington Community Development improves the quality of life for our communities and the residents of low-to-moderate income neighborhoods by developing and delivering innovative products and services to support affordable housing and neighborhood stabilization, including tax credit investments.

Capital Markets delivers corporate risk management, institutional sales and trading, debt and equity issuance, and additional advisory services.

National Settlements provides products and services to law firms, claims administrators, and regulatory agencies to assist with settlement administration.

• Treasury / Other: The Treasury / Other function includes all other items not included within our two business segments, including technology and operations, as well as other unallocated assets, liabilities, revenues, and expenses.

The financial results for each of our business segments are included in Note 25 - "Segment Reporting" of Notes to Consolidated Financial Statements and are discussed in the "Business Segment Discussion" of our MD&A.

Competition

We compete with other banks and financial services companies such as savings and loans, credit unions, and finance and trust companies, as well as mortgage banking companies, equipment and automobile financing companies (including captive automobile finance companies), insurance companies, mutual funds, investment advisors, brokerage firms, and non-bank lenders both within and outside of our primary market areas. Financial Technology Companies, or FinTechs, are also providing nontraditional, but increasingly strong, competition for our borrowers, depositors, and other customers.

We compete for loans primarily on the basis of value and service by building customer relationships through addressing our customers' entire suite of banking needs, demonstrating expertise, and providing convenience. We also consider the competitive pricing levels in each of our markets.

2025 Form 10-K 9

We compete for deposits similarly on the basis of value and service and by providing convenience through a banking network of branches and ATMs within our markets and our website at www.huntington.com. We employ customer-friendly practices, such as a $50 Safety Zone®, which prevents customers from being charged an overdraft fee if they overdraw by $50 or less, 24-Hour Grace® account feature for both commercial and consumer accounts, which gives customers an additional business day to cover overdrafts to their account without being charged overdraft fees, Early Pay, which allows customers with direct deposit availability to their paycheck up to two days early, Instant Access, which allows up to $500 of a check deposit available to customers immediately, and Asterisk-Free Checking, where there is no cost to open and no monthly maintenance fees. In addition, customers can qualify for Standby Cash®, which provides a $100 to $500 short-term line of credit free with automatic payments, or a 1% monthly interest charge without automatic payments, based primarily on their checking deposit history, not their credit score. Huntington also created a feature called Money Scout®, which is a tool that analyzes a customer's spending habits and moves money that is not being used into that customer's savings account, and has introduced tools, including The Hub and Huntington Heads Up®, to provide customers greater visibility and control over their financial future. These measures fall under our approach of "Fair Play Banking."

The table below shows our competitive ranking and market share based on deposits of FDIC-insured institutions as of June 30, 2025, in the top 10 MSAs in which we compete.

Deposits

Pittsburgh, PA 7 4,794 2

Source: FDIC.gov, based on June 30, 2025 survey (2).

1. Market share includes deposits of Veritex, which was acquired by Huntington on October 20, 2025.

2. Excludes market share information associated with the acquisition of Cadence Bank which was completed on February 1, 2026.

Many of our nonfinancial institution competitors have fewer regulatory constraints, broader geographic service areas, access to a larger pool of capital to deploy, and, in some cases, lower cost structures. In addition, competition for quality customers has intensified as a result of changes in regulation, advances in technology and product delivery systems, and consolidation among financial service providers.

FinTechs continue to emerge in key areas of banking. In addition, larger established technology platform companies continue to evaluate, and in some cases, create businesses focused on banking products. We closely monitor activity in the marketplace to ensure that our products and services are technologically competitive.

Further, we continue to invest in and evolve our innovation program to develop, incubate, and launch new products and services driving ongoing differentiated value for our customers. Our overall strategy involves an active corporate development program that seeks to identify partnership and possible investment opportunities in technology-driven companies that can augment our distribution and product capabilities.

10 Huntington Bancshares Incorporated

‌Regulatory Matters

Regulatory Environment

The banking industry is highly regulated. We are subject to supervision, regulation, and examination by various federal and state regulators, including the Federal Reserve, OCC, SEC, CFPB, FDIC, FINRA, and various state regulatory agencies. The statutory and regulatory framework that governs us is generally intended to protect depositors and customers, the DIF, the U.S. banking and financial system, and financial markets as a whole.

Banking statutes, regulations, and policies are continually under review by the U.S. Congress, state legislatures, and federal and state regulatory agencies. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters, and similar written guidance applicable to Huntington and its subsidiaries. Any change in the statutes, regulations, or regulatory policies applicable to us, including changes in their interpretation or implementation, could have a material effect on our business or organization. The second Trump administration has implemented significantly different policies from the Biden administration, including new proposed regulations and rescissions or withdrawals of previous guidance, and sharply reduced the workforce at the federal banking agencies. The cumulative impact of these changes, and whether they will last over time, is unclear.

Huntington and the Bank each qualify as a Category IV banking organization as of December 31, 2025, which is subject to the least restrictive of the requirements among the categories, because Huntington has $100 billion or more, and less than $250 billion, in total consolidated assets and does not exceed certain risk-based thresholds. If Huntington were to exceed $250 billion in total consolidated assets when averaged over the four most recent consecutive quarters and not exceed certain risk-based thresholds, Huntington and the Bank would each qualify as a Category III banking organization, which is subject to additional requirements. Huntington's acquisition of Cadence results in Huntington's total consolidated assets exceeding $250 billion at closing and is expected to cause Huntington's total average consolidated assets to exceed $250 billion in the fourth quarter of 2026, causing Huntington and the Bank to become subject to the standards applicable to Category III banking organizations, following a transition period.

Our business remains subject to extensive regulation and supervision, and the U.S. banking agencies may issue additional rules to tailor the application of certain other regulatory requirements to BHCs and banks, including Huntington and the Bank.

We are also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC, as well as the rules of Nasdaq that apply to companies with securities listed on the Nasdaq Global Select Market.

The following discussion describes certain elements of the comprehensive regulatory framework applicable to us. This discussion is not intended to describe all laws and regulations applicable to Huntington, the Bank, and Huntington's other subsidiaries.

Supervision, Examination, and Enforcement

Huntington is a BHC under the BHC Act that has elected to be an FHC. FHCs may engage in, and be affiliated with, companies engaging in a broader range of activities than those permitted for a BHC, so long as such activities are (i) financial in nature or incidental to such financial activity or (ii) complementary to a financial activity and that do not pose a substantial risk to the safety and soundness of a depository institution or to the financial system generally. These activities include, for example, securities underwriting, securities dealing, making a market in securities, making merchant banking investments in non-financial companies, and engaging in insurance underwriting and agency activities. To become and remain eligible for FHC status, a BHC and its subsidiary depository institutions must meet certain criteria, including capital, management, and CRA requirements. Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions, or in being required to discontinue existing activities that are not generally permissible for BHCs.

Huntington is subject to primary supervision, regulation, and examination by the Federal Reserve, which serves as the primary regulator of our consolidated organization. The primary regulators of our non-bank subsidiaries directly regulate the activities of those subsidiaries, with the Federal Reserve exercising a supervisory role. Such non-bank subsidiaries include, for example, broker-dealers and investment advisers both registered with the SEC.

2025 Form 10-K 11

The Bank is a national banking association chartered under the laws of the U.S. As a national bank, the activities of the Bank are limited to those specifically authorized under the National Bank Act and OCC regulations. The Bank is subject to comprehensive primary supervision, regulation, and examination by the OCC. As a member of the DIF, the Bank is also subject to regulation and examination by the FDIC.

A principal objective of the U.S. bank regulatory regime is to protect depositors and customers, the DIF, the U.S. banking and financial system, and financial markets as a whole, by ensuring the financial safety and soundness of BHCs and banks, including Huntington and the Bank. Bank regulators regularly examine the operations of BHCs and banks. In addition, BHCs and banks are subject to periodic reporting and filing requirements.

The Federal Reserve, OCC, and FDIC have broad supervisory and enforcement authority with regard to BHCs and banks, including the power to conduct examinations and investigations, impose nonpublic supervisory agreements, issue cease and desist orders, impose fines and other civil and criminal penalties, terminate deposit insurance, and appoint a conservator or receiver. In addition, Huntington, the Bank, and other Huntington subsidiaries are subject to supervision, regulation, and examination by the CFPB, which is the primary administrator of most federal consumer financial statutes and Huntington's primary consumer financial regulator. Supervision and examinations are confidential, and the outcomes of these actions may not be made public.

Bank regulators have various remedies available if they determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of a banking organization's operations are unsatisfactory. The regulators may also take action if they determine that the banking organization or its management is violating or has violated any law or regulation. The regulators have the power to, among other things, (1) prohibit unsafe or unsound practices, (2) require affirmative actions to correct any violation or practice,

(3) issue administrative orders that can be judicially enforced, (4) direct increases in capital, (5) direct the sale of subsidiaries or other assets, (6) limit dividends and distributions, (7) restrict growth, (8) assess civil monetary penalties, (9) remove officers and directors, and (10) terminate deposit insurance.

Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations, and supervisory agreements could subject the Company, its subsidiaries, and their respective officers, directors, and institution-affiliated parties to the remedies described above, and other sanctions. In addition, the FDIC may terminate a bank's deposit insurance upon a finding that the bank's financial condition is unsafe or unsound or that the bank has engaged in unsafe or unsound practices or has violated an applicable rule, regulation, order, or condition enacted or imposed by the bank's regulatory agency.

Huntington is subject to the Federal Reserve's LFI Rating System, which places a greater emphasis on capital and liquidity, including related planning and risk management practices, as compared to the supervisory rating system applicable to smaller BHCs. These ratings are confidential. The LFI Rating System includes three components: capital planning and positions, liquidity risk management and positions, and governance and controls, and each component has four potential ratings: broadly meets expectations, conditionally meets expectations, deficient-1, or deficient-2.

In November 2025, the Federal Reserve adopted a final notice to revise its LFI Rating System for large BHCs with total consolidated assets of $100 billion or more. The Federal Reserve's LFI Rating System prior to the notice provided that any firm that had one or more deficient-1 ratings was not considered "well managed." The final notice amended the LFI Rating System by considering a firm with no more than one deficient-1 rating to be "well managed." Firms that do not meet this standard, as well as firms with a deficient-2 rating for any component, would not be deemed "well managed" and would face limitations on certain acquisitions and new activities.

Bank Acquisitions by Huntington

BHCs, such as Huntington, must obtain prior approval of the Federal Reserve in connection with any acquisition that results in the BHC owning or controlling 5% or more of any class of voting securities of a bank or another BHC.

The standards by which bank and financial institution acquisitions would be evaluated may be subject to change.

In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act applications for OCC-supervised institutions, including the Bank. In May 2025, the OCC adopted a final rule that restored the ability for Bank Merger Act applicants to file a streamlined application form for certain types of acquisitions and the expedited review process for Bank Merger Act applications, which had been removed by the 2024 final rule, and rescinded the 2024 policy statement.

12 Huntington Bancshares Incorporated

In September 2024, the DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum.

The DOJ clarified that it will assess competition considerations in connection with bank and BHC mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum. The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and BHC mergers. An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.

Acquisitions of Ownership of the Company

Acquisitions of Huntington's voting stock above certain thresholds are subject to prior regulatory notice or approval under federal banking laws, including the BHC Act and the Change in Bank Control Act of 1978. Under the Change in Bank Control Act, a person or entity generally must provide prior notice to the Federal Reserve before acquiring the power to vote 10% or more of our outstanding common stock. Investors should be aware of these requirements when acquiring shares in our stock.

Interstate Banking

Under the Riegle-Neal Act, a BHC may acquire banks in states other than its home state, subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the BHC not control, prior to or following the proposed acquisition, more than 10% of the total amount of deposits of insured depository institutions nationwide or, unless the acquisition is the BHC's initial entry into the state, more than 30% of such deposits in the state (or such lesser or greater amount set by the state). The Riegle-Neal Act also authorizes banks to merge across state lines, thereby creating interstate branches. A national bank, such as the Bank, with the approval of the OCC may open a branch in any state if the law of that state would permit a state bank chartered in that state to establish the branch.

Enhanced Prudential Standards

BHCs with consolidated assets of more than $100 billion, such as Huntington, are currently subject to certain enhanced prudential standards. As a result, Huntington is subject to more stringent standards, including liquidity and capital requirements, leverage limits, stress testing, resolution planning, and risk management standards, than those applicable to institutions with less than $100 billion in total consolidated assets. Huntington is a Category IV banking organization and therefore is subject to the least restrictive enhanced prudential standards applicable to firms with

$100 billion or more in total consolidated assets. Once Huntington exceeds $250 billion in total average consolidated assets, including following consummating the acquisition of Cadence, and not exceed certain risk-based thresholds, Huntington and the Bank will each qualify as a Category III banking organization and become subject to additional enhanced prudential standards, such as limitations on Huntington's aggregate net credit exposures to any single, unaffiliated company (referred to as SCCL).

Liquidity Requirements

Huntington and the Bank, as Category IV banking organizations with less than $50 billion in weighted short-term wholesale funding, are exempt from the LCR and NSFR requirements.

The LCR would require each of Huntington and the Bank to hold an amount of eligible HQLA that equals or exceeds 100% of its respective projected adjusted net cash outflows over a 30-day period. The LCR would require each of Huntington and the Bank to calculate its respective LCR daily. When Huntington becomes a Category III institution with less than $75 billion in weighted average short-term wholesale funding, Huntington's and the Bank's total net cash outflows will be multiplied by an outflow adjustment percentage of 85%. In addition, Huntington will also be required to make quarterly public disclosures of its LCR and certain related quantitative liquidity metrics, along with a qualitative discussion of its LCR.

2025 Form 10-K 13

The NSFR would require each of Huntington and the Bank to maintain an amount of available stable funding, which is a weighted measure of a company's funding sources over a one-year time horizon, calculated by applying standardized weightings to equity and liabilities based on their expected stability, that is no less than a specified percentage of its required stable funding, which is calculated by applying standardized weightings to assets, derivatives exposures, and certain other items based on their liquidity characteristics. When Huntington becomes a Category III institution with less than $75 billion in weighted average short-term wholesale funding, Huntington and the Bank will be each required to maintain available stable funding in an amount at least equal to 85% of its required stable funding. In addition, Huntington will be required to make public disclosures of its NSFR every second and fourth quarter, including certain quantitative metrics and a qualitative discussion of its NSFR drivers and results.

As a Category IV banking organization, Huntington is subject to internal liquidity stress tests and standards.

When Huntington becomes a Category III banking organization, Huntington will continue to be subject to internal liquidity stress tests and standards to which Category IV banking organizations are subject, but the frequency of its liquidity stress tests will change from a quarterly basis to a monthly basis.

Long-term Debt Requirements

In August 2023, the U.S. banking agencies issued a proposed rule that would require certain large banking organizations such as Huntington to comply with long-term debt requirements and "clean holding company requirements" similar to those that currently only apply to U.S. global systemically important banking organizations. This proposal would also impose a long-term debt requirement on certain categories of insured depository institutions that are not consolidated subsidiaries of U.S. global systematically important banking organizations, including insured depository institutions with $100 billion or more in total assets, such as the Bank. If adopted, this proposal would require Huntington and the Bank to each maintain a minimum outstanding eligible long-term debt amount of no less than the greater of (i) 6% of total risk-weighted assets, (ii) 2.5% of total leverage exposure (if subject to the supplementary leverage ratio), or (iii) 3.5% of average total consolidated assets. To comply with the requirement, the Bank would be required to issue the minimum amount of eligible long-term debt to Huntington, and Huntington would be required to issue the minimum amount of eligible long-term debt externally. The proposal allows banking organizations to include, as part of the required minimum outstanding eligible long-term debt amounts, certain existing long-term debt. If the rule is finalized as proposed, covered institutions would have three years to comply with the new requirements following a phased-in approach, with 25% of the long-term debt requirement by one year after finalization of the rule, 50% after two years, and 100% after three years.

In addition, if adopted as proposed, the "clean holding company requirements" would limit or prohibit Huntington from entering into certain transactions that could impede its orderly resolution, including, for example, prohibiting Huntington from entering into transactions that could spread losses to subsidiaries and third parties, as well as limiting the amount of the Company's liabilities that are not eligible long-term debt. The timing and form of any final rule implementing the long-term debt requirements and clean holding company requirements remains uncertain.

14 Huntington Bancshares Incorporated

Regulatory Capital Requirements

Huntington and the Bank are subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank. These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner.

Under the U.S. Basel III capital rules, Huntington's and the Bank's assets, exposures, and certain off-balance sheet items are subject to risk weights used to determine the institutions' risk-weighted assets. These risk-weighted assets are used to calculate the following minimum capital ratios for Huntington and the Bank:

• CET1 Risk-Based Capital Ratio, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common shareholders' equity subject to certain regulatory adjustments and deductions, including goodwill, intangible assets, certain deferred tax assets, and AOCI.

• Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock, and certain qualifying capital instruments.

• Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying ALLL. Tier 2 capital also includes, among other things, certain trust preferred securities.

• Tier 1 Leverage Ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets, and certain other deductions).

In addition, when Huntington and the Bank become Category III banking organizations, they will become subject to the Supplementary Leverage Ratio, which is equal to the ratio of Tier 1 capital to total leverage exposure, including on-balance sheet assets as well as certain off-balance sheet items, including loan commitments and potential future exposure of derivative contracts.

The total minimum regulatory capital ratios and well-capitalized minimum ratios are reflected in the table below in this section. The Federal Reserve has not yet revised the well-capitalized standard for BHCs to reflect the higher capital requirements imposed under the U.S. Basel III capital rules. For purposes of the Federal Reserve's Regulation Y, including determining whether a BHC meets the requirements to be an FHC, BHCs, such as Huntington, must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater. If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, Huntington's capital ratios as of December 31, 2025, would exceed such revised well-capitalized standard. The Federal Reserve may require BHCs, including Huntington, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a BHC's particular condition, risk profile, and growth plans.

Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on Huntington's or the Bank's ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.

In addition to meeting the minimum capital requirements under the U.S. Basel III capital rules, Huntington and the Bank must maintain the applicable capital buffer (SCB and CCB, respectively) requirements to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.

Huntington and the Bank are subject to a SCB of 2.5%. Refer to the SCB Requirements section below for further details. The Tier 1 Leverage Ratio is not impacted by the SCB or CCB, and a banking institution may be considered well-capitalized while remaining out of compliance with the SCB or CCB. Further, when Huntington and the Bank become Category III banking organizations, each will become subject to the CCyB. The CCyB is currently set at zero, but could increase up to 2.5%. Any determination to increase the CCyB generally would be effective twelve months after the announcement of such an increase, unless the federal banking agencies set an earlier effective date.

2025 Form 10-K 15

The following table presents the minimum regulatory capital ratios, minimum ratio plus the capital buffer, and well-capitalized minimums compared with Huntington's and the Bank's regulatory capital ratios as of December 31, 2025, calculated using the regulatory capital methodology applicable as of the end of 2025.

Minimum Actual as of

1. Reflects a SCB of 2.5% for both Huntington and the Bank.

2. Reflects the well-capitalized standard applicable to Huntington under Federal Reserve Regulation Y and the well-capitalized standard applicable to the Bank.

Huntington has the ability to provide additional capital to the Bank to maintain the Bank's risk-based capital ratios at levels that would be considered well-capitalized.

As of December 31, 2025, Huntington's and the Bank's regulatory capital ratios were above the well-capitalized standards and met the applicable capital buffer requirements.

Basel III Endgame Proposal

In July 2023, the U.S. banking agencies issued a proposed rule to implement the Basel III endgame agreement for large banks (2023 Basel III Endgame Proposal). The proposal was aimed at significantly increasing capital requirements for large banks, particularly in the US, by mandating them to hold more capital against potential risks like credit, market, and operational risks.

The Federal Reserve announced that it would publish a re-proposal of its regulations to implement the Basel III endgame agreement. It is uncertain if and when a final rule will be adopted, and if so, whether and to what extent it will differ from the 2023 Basel III Endgame Proposal. As a result, the timing and content of any final rule, and the potential effects of any final rule on Huntington and the Bank, remain uncertain.

Capital Planning and Stress Testing

Huntington is required to develop, maintain, and submit to the Federal Reserve a capital plan every year, which is subject to supervisory review in connection with the Federal Reserve's CCAR process. Huntington is required to include within its capital plan an assessment of the expected uses and sources of capital and a description of all planned capital actions over a nine-quarter planning horizon, a detailed description of the process for assessing capital adequacy, its capital policy, and a discussion of any expected changes to its business plan that are likely to have a material impact on its capital adequacy. Under the stress buffer requirements, the CCAR process is used to determine a BHC's SCB requirement. Please refer to the SCB Requirements section below for further details.

16 Huntington Bancshares Incorporated