HUNTINGTON BANCSHARES INC /MD/

Huntington Bancshares Incorporated is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio, providing full-service commercial and consumer deposit, lending, and other banking and financial services through its subsidiaries, including 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, the company operated more than 1,000 branches in 14 states, and following the completion of its merger with Cadence Bank on February 1, 2026, it operates nearly 1,400 branches in 21 states, with certain businesses operating in extended geographies. The company competes with other banks and financial services companies such as savings and loans, credit unions, finance and trust companies, mortgage banking companies, equipment and automobile financing companies, insurance companies, mutual funds, investment advisors, brokerage firms, and non-bank lenders, as well as Financial Technology Companies, or FinTechs, which provide nontraditional but increasingly strong competition for borrowers, depositors, and other customers.

The company's competitive positioning is supported by its market share based on deposits of FDIC-insured institutions as of June 30, 2025, in the top 10 MSAs in which it competes, including a rank of 1 in Columbus, OH with $51.813 billion ¹ in deposits and a 44% ² market share, a rank of 5 in Detroit, MI with $17.378 billion ³ in deposits and a 9% ⁴ market share, a rank of 2 in Cleveland, OH with $15.900 billion ⁵ in deposits and a 12% ⁶ market share, a rank of 11 in Chicago, IL with $9.658 billion ⁷ in deposits and a 2% ⁸ market share, a rank of 10 in Dallas-Fort Worth-Arlington, TX with $8.565 billion ⁹ in deposits and a 1% ¹⁰ market share, a rank of 5 in Minneapolis-St. Paul, MN with $6.527 billion ¹¹ in deposits and a 3% ¹² market share, a rank of 5 in Indianapolis, IN with $6.319 billion ¹³ in deposits and a 7% ¹⁴ market share, a rank of 1 in Grand Rapids, MI with $5.740 billion ¹⁵ in deposits and a 18% ¹⁶ market share, a rank of 1 in Akron, OH with $5.328 billion ¹⁷ in deposits and a 28% ¹⁸ market share, and a rank of 7 in Pittsburgh, PA with $4.794 billion ¹⁹ in deposits and a 2% ²⁰ market share. The company competes for loans primarily on the basis of value and service by building customer relationships through addressing customers' entire suite of banking needs, demonstrating expertise, and providing convenience, and competes for deposits similarly on the basis of value and service and by providing convenience through a banking network of branches and ATMs within its markets and its website.

The company generates revenue through a core business model that emphasizes the delivery of a complete set of banking products and services offered by larger banks, but distinguished by local delivery and customer service, with a key strategic emphasis on business segments operating in cooperation to provide products and services to customers and to build stronger and more profitable relationships using its OCR sales and service process, which aligns to its vision to be the leading people-first, customer-centered bank in the country. The company's primary source of revenue is net interest income, which is the difference between interest income from earning assets, primarily loans and leases and securities, and interest expense from funding sources, primarily interest-bearing deposits and borrowings, and noninterest income is also a significant component of total revenue.

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, serving customers through a network of regional banking and national specialty finance channels, including branches and ATMs, online and mobile banking, customer call centers, and strategic national partnerships. This segment includes Consumer Finance, which provides direct and indirect consumer loans as well as dealer finance loans and deposits, Regional Banking which serves small to mid-sized businesses with access to capital markets, practice finance, and SBA lending capabilities, Branch Banking which provides a full range of financial products and services through an extensive branch and ATM network, and Wealth Management which 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. The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, including a comprehensive set of product offerings, targeting clients from mid-market to large corporate customers across a national footprint, and includes Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.

The company's 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. The company also offers a 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, as well as merchant services and money movement services through payment platforms such as Real-Time Payments (RTP) and Zelle. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities, including Huntington ChoicePay, and includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, Capital Markets, and National Settlements.

On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc., 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, with the transaction valued at $1.7 billion ²¹, adding $12.0 billion ²² in assets, including $9.3 billion ²³ in loans, and $10.5 billion ²⁴ in deposits, as of the date of acquisition. On February 1, 2026, Huntington completed the acquisition of Cadence Bank, 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, with Huntington issuing 2.475 ²⁵ shares for each outstanding share of Cadence in a 100% stock transaction, and based on Huntington's closing price of $17.48 ²⁶ as of January 30, 2026, the consideration is valued at approximately $8.1 billion ²⁷, and as of December 31, 2025, Cadence had $54 billion ²⁸ in assets, including $37 billion ²⁹ in loans, and $44 billion ³⁰ in deposits. In April 2025, the Board of Directors authorized the repurchase of up to $1.0 billion ³¹ of common shares.

In 2025, the company reported net income of $2.211 billion ³², or $1.39 ³³ per diluted common share, compared with net income in 2024 of $1.940 billion ³⁴, or $1.22 ³⁵ per diluted common share, with the current year reported net income impacted by acquisition-related expenses totaling $168 million ³⁶, or $129 million ³⁷ after tax, which reduced diluted earnings by $0.09 ³⁸ per common share. Net interest income was $5.991 billion ³⁹ in 2025, an increase of $646 million ⁴⁰, or 12% ⁴¹, from 2024, and FTE net interest income, a non-GAAP financial measure, increased $658 million ⁴², or 12% ⁴³, from 2024, reflecting a 13 basis point ⁴⁴ increase in the FTE NIM to 3.13% ⁴⁵ and a $13.9 billion ⁴⁶, or 8% ⁴⁷, increase in average earning assets, partially offset by a $12.9 billion ⁴⁸, or 9% ⁴⁹, increase in average interest-bearing liabilities. The provision for credit losses increased $43 million ⁵⁰, or 10% ⁵¹, to $463 million ⁵² for 2025, and the ACL was $2.7 billion ⁵³, or 1.83% ⁵⁴ of total loans and leases, at December 31, 2025, compared to $2.4 billion ⁵⁵, or 1.88% ⁵⁶ of total loans and leases, at December 31, 2024. Noninterest income was $2.175 billion ⁵⁷, an increase of $135 million ⁵⁸, or 7% ⁵⁹, from the prior year, and noninterest expense was $5.015 billion ⁶⁰, an increase of $453 million ⁶¹, or 10% ⁶², from the prior year primarily due to higher personnel costs and outside data processing and other services, in addition to $168 million ⁶³ of acquisition-related expenses, partially offset by lower deposit insurance expense driven by a reduction in the amount of expense associated with the FDIC DIF special assessment due to ongoing adjustments to uninsured deposit losses by the FDIC.

The company's growth vectors include the acquisition of Cadence Bank, which as of December 31, 2025 had $54 billion ⁶⁴ in assets, including $37 billion ⁶⁵ in loans, and $44 billion ⁶⁶ in deposits, and the acquisition of Veritex Holdings, Inc., which added $12.0 billion ⁶⁷ in assets, including $9.3 billion ⁶⁸ in loans, and $10.5 billion ⁶⁹ in deposits. The company also continues to invest in building existing business relationships, adding new relationships, and expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals, and its overall strategy involves an active corporate development program that seeks to identify partnership and possible investment opportunities in technology-driven companies that can augment distribution and product capabilities.

The company's growth vectors also include the expansion of its payments capabilities, which continue to expand as it develops unique solutions for diverse client segments, including Huntington ChoicePay, and the company continues to develop products and services designed specifically to meet the needs of business customers and looks for ways to help companies find solutions to their financing needs. The company also continues to invest in and evolve its innovation program to develop, incubate, and launch new products and services driving ongoing differentiated value for customers, and its Fair Play banking philosophy provides differentiated products and services built on a strong foundation of customer-friendly products and advocacy, helping acquire new customers and deepen relationships with current customers.

The filing does not contain specific margin or cost outlook figures, such as margin trajectory or efficiency targets, for the upcoming period.

The filing does not contain specific operational outlook figures, such as supply chain posture, manufacturing capacity, or headcount strategy, for the upcoming period.

In April 2025, the Board of Directors authorized the repurchase of up to $1.0 billion ⁷⁰ of common shares, and the company declared cash dividends per common share of $0.62 ⁷¹ in 2025, unchanged from 2024. The filing does not provide specific R&D spending levels or capital expenditure plans for the upcoming period.

The company faces headwinds from the evolving regulatory and supervisory environment, including uncertainty about the timing and scope of future laws, regulations, and policies, which may contribute to decisions to suspend, reduce, or withdraw from existing businesses, activities, or initiatives, potentially resulting in lost revenue or significant restructuring costs. The company also faces headwinds from the potential for increased capital requirements, including the Basel III Endgame Proposal and the long-term debt proposal, which could result in increased expenses or cost of funding and negatively affect financial results or the ability to pay dividends and engage in share repurchases.

The company faces constraints from the highly competitive industry, including competition from other banks, financial services companies, and FinTechs, which have fewer regulatory constraints, broader geographic service areas, access to a larger pool of capital, and in some cases lower cost structures, and the company's ability to compete successfully depends on factors including customer convenience, quality of service by investing in new products and services, electronic platforms, personal contacts, pricing, and range of products. The company also faces constraints from the macroeconomic environment, including persistent inflation, rising interest rates, supply chain issues, labor shortages, and changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, which could have direct or indirect material adverse impacts on the company, its customers, and its counterparties.

The company's ACL of $2.7 billion ⁷² at December 31, 2025 may prove inadequate if credit quality materially decreases or if the risk profile of a market, industry, or group of customers changes materially, which could materially adversely affect net income and capital. At December 31, 2025, 60% ⁷³ of the loan portfolio was comprised of commercial loans, which generally expose the lender to greater risk of non-payment and loss than single-family residential mortgage loans, and the company had $1.7 billion ⁷⁴ of reserves specifically allocated to loans in the commercial loan portfolio. Changes in interest rates could reduce net interest income, reduce transactional income, and negatively impact the value of loans, securities, and other assets, and unrealized losses from available-for-sale securities impact OCI, shareholders' equity, and the Tangible Common Equity ratio. The company faces risks from cyber-attacks and other information or security breaches, which have significantly increased in recent years in part because of the proliferation of new technologies, including AI, and the increased sophistication and activities of cyber threat actors such as organized crime affiliates, terrorist organizations, state-sponsored actors, and hostile foreign governments. The company is subject to extensive regulation, and changes in laws and regulations, including the Basel III Endgame Proposal and the long-term debt proposal, could require higher levels of capital and liquidity, impacting the ability to pay common stock dividends, repurchase common stock, or attract cost-effective sources of deposits.

Management's message emphasizes the company's commitment to delivering sustainable, long-term shareholder value through top-tier performance while maintaining an aggregate moderate-to-low, through-the-cycle risk appetite and a well-capitalized position, and the company's 2025 results reflect strong growth across loans, deposits, and value-added fee services, supported by the combination of existing and new businesses and the partnership with Veritex. The strategic priorities emphasized for the period ahead include delivering the Culture, Purpose, and Vision through a Differentiated Operating Model, building on the vision to be the leading People-First, Customer-Centered bank in the country, delivering top quartile performance through sustainable long-term profitable growth, differentiating culture, brand, and customer experience through expanded product offerings to drive digital acquisition, deepening, and retention, leveraging partnerships and technology to grow customers and market share, leveraging the regional banking model and national franchise to drive scale, growth and expansion, anticipating evolving customer needs to drive profitable growth, maintaining positive operating leverage and executing disciplined capital management, and providing stability and resilience through disciplined risk management while maintaining an aggregate moderate-to-low risk appetite.