Huntington Bancshares Incorporated Basel III Regulatory Capital Disclosures December 31, 2025 Glossary of Acronyms Acronym Description
ACL Allowance for Credit Losses
AFS Available For Sale
BHC Bank Holding Company
BHC Act Bank Holding Company Act of 1956
C&I Commercial and Industrial
CAP Capital Adequacy Process
CCAR Comprehensive Capital Analysis and Review
CCB Capital Conservation Buffer
CRE Commercial Real Estate
EAD Exposure At Default
Federal Reserve Board of Governors of the Federal Reserve System FRB Federal Reserve Board
GAAP Generally Accepted Accounting Principles in the United States
HTM Held to Maturity
HVCRE High Volatility Commercial Real Estate
ISDA International Swaps and Derivatives Association
MD&A Management Discussion and Analysis
MDB Multilateral Development Bank
MRM Model Risk Management team
MRR Market Risk Rule
OTC Over-The-Counter
PFE Potential Future Exposure
PnL Profit and Loss
PSE Public Sector Entity
RWA Risk Weighted Assets
SCB Stress Capital Buffer
SPE Special Purpose Entity
SSFA Simplified Supervisory Formula Approach
SVaR Stressed Value-at-Risk
T-Bill Treasury Bill
T-Bond Treasury Bond
T-Note Treasury Note
VaR Value-at-Risk
VIE Variable Interest Entity
Introduction
Company OverviewHuntington Bancshares Incorporated ("Huntington" or "HBI") is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Huntington had 20,424 average full-time equivalent employees for the fourth quarter of 2025. Through its bank subsidiary, The Huntington National Bank ("HNB", or 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 its subsidiaries, including the Bank, Huntington provides 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, with more than 1,000 full-service branches and private client group offices located in 14 states as of December 31, 2025.
When we refer to "we," "our," and "us" in this report, we mean Huntington Bancshares Incorporated and our consolidated subsidiaries. When we refer to the "Bank" in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.
The Board of Governors of the Federal Reserve System ("Federal Reserve") is the primary regulator of HBI, a bank holding company under the Bank Holding Company Act of 1956 ("BHC Act"). As a bank holding company, HBI is subject to consolidated risk-based regulatory capital requirements which are computed in accordance with the applicable risk-based capital regulations of the Federal Reserve. These capital requirements are expressed as capital ratios that compare measures of regulatory capital to risk-weighted assets ("RWA"). Capital levels are subject to qualitative judgments by the regulators on capital components, risk weightings and other factors. In addition, we are subject to requirements with respect to leverage.
On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. ("Veritex"), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity, 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. For further information, refer to Note 3 - Business Combinations in the 2025 Form 10-K.
Regulatory Capital and Capital RatiosHuntington is subject to the Federal Reserve capital rules which implemented the Basel III requirements for U.S. Banking organizations, including the standardized approach for calculating risk-weighted assets in accordance with subpart D of the final rule. The rules establish an integrated regulatory capital framework and implement, in the United States, the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. Under these rules, minimum requirements are established for both the quantity and quality of capital held by banking organizations.
As of December 31, 2025, the following are the minimum Basel III regulatory capital levels which we must satisfy to avoid limitations on capital distributions and discretionary bonus payments.
Basel III Regulatory Capital LevelsHBI | HNB | |
Common equity tier 1 risk-based capital ratio | 7.0 % | 7.0 % |
Tier 1 risk-based capital ratio | 8.5 % | 8.5 % |
Total risk-based capital ratio | 10.5 % | 10.5 % |
The rule also includes a minimum leverage ratio of 4%.
Under the U.S. Basel III capital rules, Huntington and the Bank must maintain the applicable capital buffer in accordance with the relevant regulatory guidance, specifically a Stress Capital Buffer or "SCB" for the BHC and a Capital Conservation Buffer or "CCB" for the Bank, to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.
For additional information on capital, refer to our 2025 Form 10-K, Part 1, Item 1 Regulatory Matters subsections titled Enhanced Prudential Standards, Regulatory Capital Requirements, Capital Planning and Stress Testing, and SCB Requirements.
Scope of Application
The Basel III Regulatory Capital Disclosures and HBI's regulatory capital ratio calculations are prepared on a fully consolidated basis. The consolidated financial statements are prepared in accordance with GAAP and include the accounts of HBI and its majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. HBI is subject to the standardized approach for calculating risk-weighted assets.
Restrictions on the Transfer of Funds for Regulatory Capital within HBIDividends from the Bank to HBI are the primary source of funds for payment of dividends to our shareholders. However, there are statutory limits on the amount of dividends that the Bank can pay to HBI. Regulatory approval is required prior to the declaration of any dividends in an amount greater than its undivided profits or if the total of all dividends declared in a calendar year would exceed the total of its net income for the year combined with its retained net income for the two preceding years, less any required transfers to surplus or common stock. The Bank is currently able to pay dividends to HBI subject to these limitations.
Compliance with Capital RequirementsAs of December 31, 2025, HBI had capital levels above the minimum regulatory capital requirements, as well as above the well-capitalized standards established for prompt corrective action. For further detail on capital ratios, see Table 28 - Regulatory Capital Data in the 2025 Form 10-K. Also, the aggregate amount of surplus capital in our insurance subsidiaries included in HBI consolidated total capital as of December 31, 2025 was $3 million. No subsidiary had a capital shortfall relative to its minimum regulatory capital requirements as of this reporting date.
Capital Structure
Common equity (i.e., common stock, capital surplus, and retained earnings) is the primary component of our capital structure. Common equity allows for the absorption of losses on an ongoing basis and is permanently available for this purpose. Further, common equity allows for the conservation of resources during stress, as it provides HBI with full discretion on the amount and timing of dividends and other distributions.
However, regulators and rating agencies include other non-common forms of capital (e.g., subordinated debt and preferred stock) in their calculations of capital adequacy. Accordingly, Huntington allows for the inclusion of these alternative forms of capital in its metrics for the Tier 1 risk-based capital and total risk-based capital ratios.
The terms and conditions of HBI's capital instruments are described in the 2025 Form 10-K as follows:
Common stock terms and conditions are described on the Balance Sheet in HBI's Consolidated Financial Statements.
Preferred stock terms and conditions are described in Note 13 - Shareholders' Equity in the 2025 Form 10-K.
Trust preferred securities terms and conditions are described in Note 21 - Variable Interest Entities in the 2025 Form 10-K.
Subordinated debt terms and conditions are described in Note 11 - Borrowings in the 2025 Form 10-K.
The components of HBI's capital structure are disclosed in the table below:
Capital Components(in millions)
Common equity Tier 1 risk-based capital:
December 31,
2025
Common stock plus related surplus | $ 17,159 |
Retained Earnings | 6,351 |
Accumulated Other Comprehensive Income/(Loss) | (5) |
Goodwill and other intangibles, net of related taxes | (5,999) |
Deferred tax assets that arise from tax loss and credit carryforwards | (220) |
Common equity Tier 1 capital | 17,286 |
Additional Tier 1 capital: Shareholders' preferred equity and related surplus | 2,741 |
Tier 1 capital | 20,027 |
Tier 2 capital instruments plus related surplus | 1,468 |
Total capital minority interest that is not included in Tier 1 capital | 12 |
Qualifying allowance for loan and lease losses | 2,086 |
Tier 2 capital | 3,566 |
Total risk-based capital | $ 23,593 |
Capital Adequacy
Huntington's Capital Adequacy Process ("CAP") is the framework employed by the company to measure capital adequacy relative to our risk appetite. Huntington's CAP incorporates a stringent forward-looking stress testing process that assesses and measures the risks to which the company is exposed to determine the adequacy of capital and liquidity under a range of assumed macroeconomic conditions, including stress scenarios of varying severity. Huntington's capital stress test projections are measured against capital goals and target thresholds and provide quantitatively-derived support for capital distribution and other capital planning decisions.
Consistent with regulatory requirements for BHCs with total assets equal to or greater than $100 billion in assets, Huntington is required to develop and maintain a capital plan on an annual basis which is reviewed and approved by the company's board of directors or a designated subcommittee thereof. The capital plan is required to include the following elements: a description of Huntington's underlying process for assessing capital adequacy; an assessment of expected uses and sources of capital over a nine-quarter planning horizon under expected and stressed conditions; planned capital actions over a nine-quarter planning horizon, and the company's capital policy.
Risk-weighted assets represent an institution's on-balance sheet assets and off-balance sheet exposures, weighted according to the risk associated with each exposure category. The risk-weighted asset calculation is used in determining the institution's capital requirement.
The following table shows risk-weighted assets by exposure types:
Risk Weighted Assets(dollar amounts in millions) December 31, 2025
On-balance sheet assets:Exposure to sovereign entities (1) | $ 3,088 |
Exposures to certain supranational entities and MDBs | - |
Exposure to depository institutions, foreign banks and credit unions | 948 |
Exposures to public sector entities (PSE) | 2,131 |
Corporate exposures | 81,453 |
Other loans | 15,989 |
Residential mortgage exposures | 24,622 |
Statutory multifamily mortgages and pre-sold construction loans | 286 |
High volatility commercial real estate (HVCRE) loans | 193 |
Past due exposures | 1,035 |
Default fund contributions | - |
Securitization exposures | 2,796 |
Equity exposures | 2,886 |
Trading & other assets | 8,282 |
Off-balance sheet: Commitments | 20,836 |
OTC derivatives | 831 |
Cleared transactions | 9 |
Securitization exposures | 105 |
Letters of credit | 794 |
Unsettled transactions | - |
Other off-balance sheet items | 26 |
Total standardized risk-weighted assets for credit risk exposure | 166,310 |
Market risk | 374 |
Total risk-weighted assets | $ 166,684 |
Common Equity Tier 1 Capital Ratio Huntington Bancshares Incorporated | 10.4% |
Huntington National Bank | 11.7% |
Tier 1 Risk-Based Capital Ratio Huntington Bancshares Incorporated | 12.0% |
Huntington National Bank | 12.4% |
Total Risk-Based Capital Ratio Huntington Bancshares Incorporated | 14.2% |
Huntington National Bank | 14.0% |
Huntington Bancshares Incorporated 9.3%
Huntington National Bank 9.6%
(1) HBI's sovereign exposure is predominantly to the U.S. government and its agencies.
Capital Conservation Buffer
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 or CCB) requirements to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. As a large BHC, Huntington is provided an SCB by the Federal Reserve that is determined annually based on the greater of (i) the difference between its starting and minimum projected CET1 Risk-Based Capital Ratio under the severely adverse scenario in the most recent supervisory stress test, plus the sum of the dollar amount of HBI's planned common stock dividends for each of the fourth through seventh quarters of the planning horizon as a percentage of risk-weighted assets, or (ii) 2.5%.
As of December 31, 2025, Huntington is subject to a SCB of 2.5% effective for the period October 1, 2025 through September 30, 2026. The Bank is subject to a minimum CCB of 2.5% which is calculated as a ratio of CET1 capital to risk-weighted assets, and effectively increases the required minimum risk-based capital ratios. The Tier 1 Leverage Ratio is not impacted by the SCB or the CCB, and a banking institution may be considered well-capitalized while remaining out of compliance with the SCB or the CCB.
The capital conservation buffer of a banking organization is calculated as the lowest of the following three ratios: the common equity Tier 1 capital ratio less its minimum common equity Tier 1 capital ratio, the Tier 1 capital ratio less its minimum Tier 1 capital ratio, or the total capital ratio less its minimum total capital ratio. The capital conservation buffer calculations for HBI and HNB are shown in the tables below. As of December 31, 2025, the capital conservation buffers were 5.9% and 6.0%, respectively. As a result of the calculations for both organizations, there are no limitations on distributions and discretionary bonus payments under the capital conversation buffer framework. The disclosure requirements of the SCB and CCB are available in Huntington's FR Y-9C Schedule HC-R Part I and Call Report Schedule RC-R Part I, respectively.
Huntington Bancshares Incorporated December 31, 2025Capital
Minimum Capital Conservation
Minimum Capital Conservation
Buffer
Capital Ratio | Requirement | Buffer | Requirement | |
Common Equity Tier 1 Capital | 10.4 % | 4.5 % | 5.9 % | 2.5 % |
Tier 1 Capital | 12.0 % | 6.0 % | 6.0 % | 2.5 % |
Total Capital | 14.2 % | 8.0 % | 6.2 % | 2.5 % |
Capital
Minimum Capital Conservation
Capital Ratio | Requirement | Buffer | Requirement | |
Common Equity Tier 1 Capital | 11.7 % | 4.5 % | 7.2 % | 2.5 % |
Tier 1 Capital | 12.4 % | 6.0 % | 6.4 % | 2.5 % |
Total Capital | 14.0 % | 8.0 % | 6.0 % | 2.5 % |
Minimum Capital Conservation
Buffer
Credit Risk: General Disclosures
The following credit risk policies are described in Note 1 to the Consolidated Financial Statements included in our 2025 Form 10-K:
Policy for determining past due or delinquency status
Policy for placing loans on nonaccrual status
Policy for returning loans to accrual status
Definition of and policy for identifying impaired loans and leases
Description of the methodology that HBI uses to estimate its allowance for loan and lease losses
Policy for charging-off uncollectible amounts.
Discussion of HBI's credit risk management process is presented in the 2025 Form 10-K in the Credit Risk section of MD&A.
Total Credit Risk ExposuresCredit Exposure December 31, 2025
(in millions) | Loans | Unused Commitments (1) | Total | Average Balance |
C&I | $ 69,473 | $ 48,643 | $ 118,116 | $ 112,279 |
Residential mortgage | 26,160 | 1,161 | 27,321 | 26,665 |
Home equity | 10,395 | 14,721 | 25,116 | 25,039 |
CRE | 15,210 | 4,036 | 19,246 | 16,312 |
Automobile | 16,168 | - | 16,168 | 16,082 |
RV and marine finance | 5,682 | - | 5,682 | 5,744 |
Lease Financing | 5,727 | - | 5,727 | 5,621 |
Other consumer | 2,242 | 5,777 | 8,019 | 7,854 |
Total loans and commitments credit exposures | $ 151,057 | $ 74,338 | $ 225,395 | $ 215,596 |
(1) Unused commitments include unused loan commitments and letters of credit.
Derivatives Credit Exposure
(in millions) | December 31, 2025 | Average Balance |
Interest rate | $ 1,456 | $ 1,454 |
Foreign exchange | 332 | 334 |
Commodities | 120 | 99 |
Equities | 8 | 6 |
Total derivatives credit exposures | $ 1,916 | $ 1,893 |
Disclosure of Debt Securities exposure is described in Note 4 - Investment Securities and Other Securities in the 2025 Form 10-K.
Geographic Distribution of Credit ExposuresLoans and Commitments Credit Exposure by State December 31, 2025
Lease
Home
Residential
RV and
Other
(in millions) | C&I | CRE | Financing | Automobile | equity | mortgage | marine | consumer | Total |
Ohio | $ 20,279 | $ 2,906 | $ 352 | $ 3,730 | $ 12,197 | $ 4,721 | $ 225 | $ 3,885 | $ 48,295 |
Michigan | 11,546 | 2,266 | 169 | 1,288 | 5,482 | 3,990 | 253 | 1,757 | 26,751 |
Texas | 8,957 | 4,304 | 802 | 271 | 67 | 1,207 | 563 | 14 | 16,185 |
Illinois | 5,886 | 1,051 | 268 | 711 | 1,861 | 4,643 | 140 | 435 | 14,995 |
Pennsylvania | 4,783 | 521 | 244 | 967 | 1,076 | 996 | 137 | 302 | 9,026 |
Indiana | 3,148 | 436 | 186 | 1,595 | 1,257 | 973 | 133 | 313 | 8,041 |
Minnesota | 1,988 | 335 | 127 | 616 | 583 | 788 | 108 | 257 | 4,802 |
Colorado | 1,910 | 801 | 40 | 128 | 349 | 1,250 | 102 | 65 | 4,645 |
Kentucky | 1,075 | 190 | 82 | 993 | 370 | 283 | 81 | 87 | 3,161 |
North | |||||||||
Carolina | 1,746 | 322 | 300 | 112 | 48 | 349 | 223 | 17 | 3,117 |
Wisconsin | 1,337 | 508 | 162 | 426 | 85 | 362 | 88 | 64 | 3,032 |
West Virginia | 830 | 34 | 20 | 410 | 445 | 294 | 26 | 162 | 2,221 |
South | |||||||||
Carolina | 952 | 311 | 89 | 70 | 20 | 170 | 97 | 13 | 1,722 |
Other | 53,679 | 5,261 | 2,886 | 4,851 | 1,276 | 7,295 | 3,506 | 648 | 79,402 |
Total | $ 118,116 | $ 19,246 | $ 5,727 | $ 16,168 | $ 25,116 | $ 27,321 | $ 5,682 | $ 8,019 | $ 225,395 |
Derivative Credit Exposure by Country December 31, 2025
(in millions) | Interest Rate Derivatives | Foreign Exchange | Commodities | Equities | Total Exposure |
United States | $ 1,406 | $ 261 | $ 92 | $ 3 | $ 1,762 |
Non-United States | 50 | 71 | 28 | 5 | 154 |
Total derivatives credit exposure | $ 1,456 | $ 332 | $ 120 | $ 8 | $ 1,916 |
Disclosure of Debt Securities exposure is presented in Note 4 - Investment Securities and Other Securities in the 2025 Form 10-K. Non-United States debt securities exposure is not material.