Huntington Bancshares HBAN · USD

SEGMENT REPORTING Huntington’s business segments are based on our internally aligned segment leadership structure, which is how management monitors results and assesses performance. Huntington reports on two business segments: Consumer & Regional Banking and Commercial Banking. Huntington’s CEO is the CODM for each of our business segments. The CODM primarily utilizes net interest income and net income attributable to Huntington to assess segment performance and to allocate resources to meet our business objectives. The CODM considers budget-to-actual variances for these profit measures when making decisions about allocating resources, comparing performance among the segments, and determining compensation of certain colleagues.The following is a description of our business segments:Consumer & Regional Banking - Consumer & Regional Banking delivers a comprehensive suite of consumer and business financial solutions through a customer-first, digitally enabled model. The segment encompasses Consumer Lending, Regional Banking, Branch Banking, and Wealth Management, offering products such as deposits, lending, payments, mortgage banking, dealer financing, investment management, personal trust and estate services, brokerage, insurance, and related financial solutions. We serve customers through our integrated network of regional banking and national specialty finance channels, including branches and ATMs, award-winning mobile and online platforms, interactive video teller technology, customer care centers, and strategic partnerships. Our approach combines local market expertise with national scale, enabling personalized experiences and convenient access to banking services.Commercial Banking - The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which include a comprehensive set of product offerings. Our target clients span from mid-market to large corporates across a national footprint. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payment capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay. This segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.

REVENUE FROM CONTRACTS WITH CUSTOMERSRevenue is segregated based on the nature of product and services offered as part of contractual arrangements. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income. Revenue from contracts with customers within the scope of ASC 606 is broadly segregated within the following noninterest income categories: •Payments and cash management revenue primarily includes interchange fees earned on debit cards and credit cards and fees earned from providing cash management services to corporate deposit customers. Within the scope of ASC 606, Huntington recognizes debit and credit card interchange fees for services performed related to authorization and settlement of a cardholder’s transaction with a merchant. Revenue is recognized when a cardholder’s transaction is approved and settled. Certain volume or transaction based interchange expenses (net of rebates) paid to the payment network reduce the interchange revenue and are presented net on the income statement. Similarly, rewards payable under a reward program to cardholders are recognized as a reduction of the transaction price and are presented net against the interchange revenue. Revenue from providing cash management services to corporate deposit customers is recognized over the period of time services are rendered.•Wealth and asset management revenue primarily includes fee income generated from providing wealth and asset management services to personal, corporate, and institutional customers, including, but not limited to, fees and commissions earned from trust and investment management services, sales of annuity products, and tax reporting services. Within the scope of ASC 606, Huntington recognizes revenue from wealth and asset management services that are rendered over a period of time. Huntington may also recognize revenue from referring a customer to outside third parties to purchase annuities and mutual funds which is recognized in the period earned. •Customer deposit and loan fees primarily includes fees and other charges Huntington receives related to service charges on deposit accounts, loan commitments and standby letters of credits, and other deposit and lending activity.

COMMITMENTS AND CONTINGENT LIABILITIESCommitments to Extend CreditIn the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Consolidated Financial Statements. The contract amounts of these financial agreements were as follows. At December 31,(dollar amounts in millions)20252024Contract amount representing credit riskCommitments to extend credit:Commercial and industrial$47,736 $37,422 Consumer loan portfolio21,659 19,993 Commercial real estate4,036 2,089 Standby letters of credit and guarantees on industrial revenue bonds895 725 Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. Certain commitments to extend credit are secured by collateral, including residential and commercial real estate, inventory, receivables, cash and securities, and other business assets.Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third party. These conditional commitments are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions and mature within two years. Since the conditions under which Huntington is required to fund these conditional commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. The carrying amount of deferred revenue associated with these conditional commitments was $31 million and $27 million at December 31, 2025 and December 31, 2024, respectively.Other GuaranteesHuntington provides guarantees to certain third-party investors in connection with the sale of syndicated affordable housing tax credits.

INCOME TAXES The following is a summary of the provision for income taxes. Year Ended December 31,(dollar amounts in millions)202520242023Income before income taxesU.S.$2,666 $2,369 $2,353 Foreign22 34 31 Total income before income taxes$2,688 $2,403 $2,384 Current tax provisionFederal$778 $411 $644 State and local79 43 63 Foreign5 15 8 Total current tax provision862 469 715 Deferred tax (benefit) provisionFederal(386)(24)(291)State and local(17)(2)(11)Total deferred tax (benefit) provision(403)(26)(302)Total provision for income taxesFederal392 387 353 State and local62 41 52 Foreign5 15 8 Provision for income taxes$459 $443 $413 The following is a reconciliation of the provision for income taxes. Year Ended December 31,(dollar amounts in millions)202520242023Provision for income taxes computed at the statutory rate$564 21.0 %$505 21.0 %$501 21.0 %Increases (decreases):Domestic federalTax creditsLIHTC credits and benefits, net of amortization(69)(2.6)(39)(1.6)(56)(2.3)Research and development credits(24)(0.9)(28)(1.2)(24)(1.0)Investment tax credits(37)(1.4)(20)(0.8)(30)(1.3)Other(1)— (1)— (2)(0.1)Nontaxable and nondeductible items, netTax-exempt income(35)(1.3)(29)(1.2)(28)(1.2)Other7 0.3 1 — 2 0.1 Changes in valuation allowance(7)(0.3)7 0.3 — — Domestic state and local income taxes, net of federal effect (1)49 1.8 32 1.3 41 1.7 Foreign jurisdictions2 0.1 5 0.2 2 0.1 Changes in unrecognized tax benefits10 0.4 10 0.4 7 0.3 Provision for income taxes$459 17.1 %$443 18.4 %$413 17.3 %(1)In 2025, state and local income taxes in New York, Minnesota, Illinois, New York City, New Jersey, Indiana and Wisconsin comprised greater than 50% of the tax effect in this category. In 2024, state and local income taxes in Illinois, New York, Pennsylvania, Minnesota, California, New York City, and Florida comprised greater than 50% of the tax effect in this category. In 2023, state and local income taxes in Illinois, New York, Minnesota, California, Tennessee, Florida, Indiana, and New Jersey comprised greater than 50% of the tax effect in this category.Income taxes paid, net of refunds received, disaggregated by federal, state, local, and foreign tax jurisdictions in which income taxes paid (net of refunds received) are equal to or greater than five percent of total income taxes paid (net of refunds received), are summarized as follows.

SHARE-BASED COMPENSATION Share-based awards are eligible for issuance under the Company’s long term incentive plan. The plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units, and other awards to officers, directors, and other employees. At December 31, 2025, 28 million shares were available for future grants. Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2025, Huntington believes there were adequate authorized common shares to satisfy anticipated share-based award vesting in 2026. The following table presents total share-based compensation expense and related tax benefit.Year Ended December 31,(dollar amounts in millions)202520242023Share-based compensation expense (1)$130 $133 $114 Tax benefit23 24 19 (1)Compensation costs are included in personnel costs on the Consolidated Statements of Income.Stock OptionsStock options, awarded by Huntington, are granted at the closing market price on the date of the grant and vest ratably over four years or when other conditions are met. Stock options, which represented a portion of the grant values, have no intrinsic value until the stock price increases. All options have a contractual term of ten years from the date of grant. Huntington’s stock option activity and related information was as follows.(dollar amounts in millions, except per share and options amounts in thousands)Options Weighted-AverageExercise PriceWeighted-AverageRemaining Contractual Life (Years)AggregateIntrinsic ValueOutstanding at January 1, 202510,306 $12.84 Exercised(1,419)12.19 Forfeited/expired(3)17.89 Outstanding at December 31, 20258,884 $12.95 3.3$39 Expected to vest18 $15.54 6.4$33 Exercisable at December 31, 20258,866 $12.94 3.3$39 Restricted Stock Units and Performance Share Units Restricted stock units and performance share units awarded by Huntington are granted at the closing market price on the date of the grant. Restricted stock units can be settled in shares or cash depending on the award and, for the most part, provide either accumulated cash dividends during the vesting period or accrue a dividend equivalent that is paid upon vesting. Restricted stock units are subject to certain service restrictions. Performance share units are payable contingent upon Huntington achieving certain predefined performance objectives over a three-year measurement period.

LOANS AND LEASESThe following table provides a detailed listing of Huntington’s loan and lease portfolio.At December 31,(dollar amounts in millions)20252024Commercial loan and lease portfolio:Commercial and industrial$69,442 $56,809 Commercial real estate15,209 11,078 Lease financing5,727 5,454 Total commercial loan and lease portfolio90,378 73,341 Consumer loan portfolio:Residential mortgage24,777 24,242 Automobile16,168 14,564 Home equity10,395 10,142 RV and marine5,682 5,982 Other consumer2,242 1,771 Total consumer loan portfolio59,264 56,701 Total loans and leases (1)(2)149,642 130,042 Allowance for loan and lease losses(2,537)(2,244)Net loans and leases$147,105 $127,798 (1)Loans and leases are reported at principal amount outstanding, including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net discount of $815 million and $468 million at December 31, 2025 and 2024, respectively. (2)The total amount of accrued interest recorded for loans and leases at December 31, 2025 was $358 million and $253 million of commercial and consumer loan and lease portfolios, respectively and at December 31, 2024, was $316 million and $235 million of commercial and consumer loan and lease portfolios, respectively. Accrued interest is presented in accrued income and other receivables within the Condensed Consolidated Balance Sheets. Lease FinancingThe following table presents net investments in lease financing receivables by category. At December 31,(dollar amounts in millions)20252024Lease payments receivable$5,379 $5,189 Estimated residual value of leased assets1,011 884 Gross investment in lease financing receivables6,390 6,073 Deferred origination costs58 56 Deferred fees, unearned income and other(721)(675)Total lease financing receivables$5,727 $5,454 The carrying value of residual values guaranteed was $419 million and $517 million as of December 31, 2025 and December 31, 2024, respectively. The future lease rental payments due from customers on direct financing leases at December 31, 2025, totaled $5.4 billion and were due as follows: $1.2 billion in 2026, $1.1 billion in 2027, $1.0 billion in 2028, $901 million in 2029, $623 million in 2030, and $636 million thereafter.

OPERATING LEASES At December 31, 2025, Huntington was obligated under non-cancelable leases for branch and office space. These leases are all classified as operating due to the amount of time such spaces are occupied relative to the underlying assets’ useful lives. Many of these leases contain renewal options, most of which are not included in measurement of the right-of-use asset as they are not considered reasonably certain of exercise (i.e., Huntington does not currently have a significant economic incentive to exercise these options). Net lease assets and liabilities were as follows.At December 31, (dollar amounts in millions)Classification20252024Operating lease assetsOther assets$340 $278 Lease liabilitiesOther liabilities436 380 Net lease costs were as follows.Year Ended December 31,(dollar amounts in millions)Classification20252024Operating lease costNet occupancy$67 $63 Short-term lease costNet occupancy1 2 Net lease costs$68 $65 Maturities of lease liabilities at December 31, 2025 are as follows.(dollar amounts in millions)Total2026$72 202770 202862 202956 203048 Thereafter284 Total lease payments592 Less: Interest(156)Total lease liabilities$436 Additional supplemental information related to the Company’s operating leases was as follows.(dollar amounts in millions)20252024Year ended December 31:Cash paid for amounts included in the measurement of lease liabilities for operating cash flows$(79)$(76)Right-of-use assets obtained in exchange for lease obligations for operating leases109 59 At December 31:Weighted-average remaining lease term (years) for operating leases10.7410.86Weighted-average discount rate for operating leases5.55 %5.

BUSINESS COMBINATIONSVeritex AcquisitionOn October 20, 2025, Huntington completed its previously announced acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, pursuant to the Agreement and Plan of Merger dated July 13, 2025 (“Veritex Merger Agreement”). Upon completion of the acquisition, Veritex merged with and into Huntington, with Huntington as the surviving company, immediately followed by the merger of Veritex’s wholly owned subsidiary bank, Veritex Community Bank, with and into Huntington’s wholly owned subsidiary bank, Huntington National Bank, with Huntington National Bank as the surviving bank.Under the terms of the agreement, Huntington issued 1.95 shares of its common stock for each outstanding share of Veritex common stock (“Veritex Merger Consideration”), in a 100% stock transaction, with cash paid in lieu of fractional shares. In addition, each holder of an outstanding Veritex stock option received cash equal to the per-share value of the Veritex Merger Consideration over the per-share exercise price, while any Veritex stock option with a per-share exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration, and each outstanding restricted stock unit representing a right to receive Veritex common stock was converted into a restricted stock unit representing a right to receive Huntington’s common stock as adjusted by the 1.95 exchange ratio. Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $1.7 billion based on the closing price of the Company’s common stock on October 17, 2025.The acquisition of Veritex constituted a business combination in accordance with ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change.