181 added · 237 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Cadence Acquisition Effective February 1, 2026, Huntington completed its previously announced acquisition of Cadence Bank (“Cadence”), 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.
As of December 31, 2025, Cadence had $54 billion in assets, including $37 billion in loans, and $44 billion in deposits. 2025 Form 10-K 51 Table of Contents 2025 Financial Performance Review Selected Financial Data Table 1 - Selected Year-to-Date Income Statement Data Year Ended December 31, Change from 2024 Change from 2023 (amounts in millions, except per share data) 2025 Amount Percent 2024 Amount Percent 2023 Interest income $ 10,310 $ 389 4 % $ 9,921 $ 1,005 11 % $ 8,916 Interest expense 4,319 (257) (6) 4,576 1,099 32 3,477 Net interest income 5,991 646 12 5,345 (94) (2) 5,439 Provision for credit losses 463 43 10 420 18 4 402 Net interest income after provision for credit losses 5,528 603 12 4,925 (112) (2) 5,037 Noninterest income 2,175 135 7 2,040 119 6 1,921 Noninterest expense 5,015 453 10 4,562 (12) — 4,574 Income before income taxes 2,688 285 12 2,403 19 1 2,384 Provision for income taxes 459 16 4 443 30 7 413 Income after income taxes 2,229 269 14 1,960 (11) (1) 1,971 Income attributable to non-controlling interest 18 (2) (10) 20 — — 20 Net income attributable to Huntington 2,211 271 14 1,940 (11) (1) 1,951 Dividends on preferred shares 124 (10) (7) 134 (8) (6) 142 Impact of preferred stock redemptions and repurchases — (5) NM 5 13 NM (8) Net income applicable to common shares $ 2,087 $ 286 16 % $ 1,801 $ (16) (1) % $ 1,817 Average common shares—basic 1,479 28 2 % 1,451 5 — % 1,446 Average common shares—diluted 1,505 29 2 1,476 8 1 1,468 Net income per common share—basic $ 1.41 $ 0.17 14 $ 1.24 $ (0.02) (2) $ 1.26 Net income per common share—diluted 1.39 0.17 14 1.22 (0.02) (2) 1.24 Cash dividends declared per common share 0.62 — — 0.62 — — 0.62 Return on average assets 1.05 % 0.99 % 1.04 % Return on average common shareholders’ equity 10.8 10.4 11.2 Return on average tangible common shareholders’ equity (1) 15.7 15.7 17.6 Net interest margin (2) 3.13 3.00 3.19 Efficiency ratio (3) 59.9 60.5 61.0 Revenue and Net Interest Income—FTE (Non-GAAP) Net interest income $ 5,991 $ 646 12 % $ 5,345 $ (94) (2) % $ 5,439 FTE adjustment (2) 65 12 23 53 11 26 42 Net interest income, FTE (non-GAAP) (2) 6,056 658 12 5,398 (83) (2) 5,481 Noninterest income 2,175 135 7 2,040 119 6 1,921 Total revenue, FTE (non-GAAP) (2) $ 8,231 $ 793 11 % $ 7,438 $ 36 — % $ 7,402 (1) Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity.
The tangible common equity to tangible assets ratio increased to 7.1% at December 31, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from earnings, net of dividends, an improvement in AOCI, and the net impact of the Veritex acquisition, partially offset by an increase in tangible assets.
The CET1 risk-based capital ratio was 10.4% at December 31, 2025, down from 10.5% at December 31, 2024, with the decrease primarily due to an increase in risk-weighted assets and the CECL transition adjustment, partially offset by current period earnings, net of dividends. 2025 Form 10-K 53 Table of Contents Business Overview General Our general business objectives are to: • Deliver our Culture, Purpose, and Vision through a Differentiated Operating Model; • Build on our vision to be the leading People-First, Customer-Centered bank in the country; • Deliver top quartile performance through sustainable long-term profitable growth; • Differentiate our culture, brand, and customer experience through expanded product offerings to drive digital acquisition, deepening, and retention, and leveraging partnerships and technology to grow customers and market share; • Leverage our regional banking model and national franchise to drive scale, growth and expansion; • Anticipate evolving customer needs to drive profitable growth; • Maintain positive operating leverage and execute disciplined capital management; and • Provide stability and resilience through disciplined risk management, while maintaining an aggregate moderate-to-low risk appetite.
For additional insight on financial performance, please read this section in conjunction with the “ Business Segment Discussion .” For a discussion of our results of operations for 2024 versus 2023, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 2024 Annual Report on Form 10-K, filed with the SEC on February 14, 2025.
Information related to major components of our net interest income (FTE) and related yields are presented on the following table. 2025 Form 10-K 55 Table of Contents Table 2 - Consolidated Average Balance Sheet and Net Interest Margin Analysis Year Ended December 31, 2025 2024 Average Interest Income/Expense Yield/ Average Interest Income/ Expense Yield/ Change in Average Balances (dollar amounts in millions) Balances (FTE) (1) Rate (1)(2) Balances (FTE) (1) Rate (1)(2) Amount Percent Assets: Interest-earning deposits with banks $ 11,989 $ 526 4.38 % $ 11,113 $ 598 5.38 % $ 876 8 % Securities: Trading account securities 465 17 3.75 265 13 5.04 200 75 Available-for-sale securities: Taxable 23,652 1,023 4.33 24,232 1,251 5.16 (580) (2) Tax-exempt 3,307 167 5.04 2,779 141 5.08 528 19 Total available-for-sale securities 26,959 1,190 4.41 27,011 1,392 5.15 (52) — Held-to-maturity securities—taxable 15,906 423 2.66 15,478 385 2.49 428 3 Other securities 899 47 5.28 789 42 5.33 110 14 Total securities 44,229 1,677 3.79 43,543 1,832 4.21 686 2 Loans held for sale 790 50 6.37 597 40 6.63 193 32 Loans and leases (3): Commercial: Commercial and industrial 61,468 3,769 6.13 52,426 3,321 6.33 9,042 17 Commercial real estate 11,698 788 6.74 11,935 907 7.60 (237) (2) Lease financing 5,479 365 6.67 5,190 336 6.47 289 6 Total commercial 78,645 4,922 6.26 69,551 4,564 6.56 9,094 13 Consumer: Residential mortgage 24,585 1,031 4.20 23,956 943 3.94 629 3 Automobile 15,406 901 5.85 13,372 726 5.43 2,034 15 Home equity 10,239 743 7.25 10,088 780 7.73 151 1 RV and marine 5,869 317 5.40 5,979 310 5.19 (110) (2) Other consumer 1,943 208 10.63 1,557 181 11.61 386 25 Total consumer 58,042 3,200 5.51 54,952 2,940 5.35 3,090 6 Total loans and leases 136,687 8,122 5.94 124,503 7,504 6.03 12,184 10 Total earning assets 193,695 10,375 5.36 179,756 9,974 5.55 13,939 8 Cash and due from banks 1,413 1,397 16 1 Goodwill and other intangible assets 5,740 5,680 60 1 All other assets 9,915 9,427 488 5 Total assets $ 210,763 $ 196,260 $ 14,503 7 % Liabilities and shareholders’ equity: Interest-bearing deposits: Demand deposits—interest-bearing $ 45,368 $ 890 1.96 % $ 40,401 $ 858 2.12 % $ 4,967 12 % Money market deposits 62,137 1,825 2.94 54,702 1,994 3.64 7,435 14 Savings deposits 15,100 50 0.33 15,141 15 0.10 (41) — Time deposits 13,678 517 3.78 15,343 705 4.60 (1,665) (11) Total interest-bearing deposits 136,283 3,282 2.41 125,587 3,572 2.84 10,696 9 Short-term borrowings 1,215 50 4.11 1,147 69 5.99 68 6 Long-term debt 17,363 987 5.68 15,224 935 6.14 2,139 14 Total interest-bearing liabilities 154,861 4,319 2.79 141,958 4,576 3.22 12,903 9 Demand deposits—noninterest-bearing 29,495 29,479 16 — All other liabilities 4,905 5,123 (218) (4) Total liabilities 189,261 176,560 12,701 7 Total Huntington shareholders’ equity 21,458 19,651 1,807 9 Non-controlling interest 44 49 (5) (10) Total equity 21,502 19,700 1,802 9 Total liabilities and equity $ 210,763 $ 196,260 $ 14,503 7 % Net interest rate spread 2.57 2.33 Impact of noninterest-bearing funds on NIM 0.56 0.67 NII/NIM (FTE) $ 6,056 3.13 % $ 5,398 3.00 % (1) Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.
(3) For purposes of this analysis, NALs are reflected in the average balances of loans and leases. 2025 Form 10-K 57 Table of Contents The following table shows changes in fully-taxable equivalent interest income, interest expense, and net interest income due to volume and rate variances for major categories of earning assets and interest-bearing liabilities.
Average shareholders’ equity for 2025 was $21.5 billion, an increase of $1.8 billion, or 9%, from 2024, primarily due to earnings, net of dividends, the benefit from a decrease in average accumulated other comprehensive loss, and the impact of common stock issued in connection with the Veritex acquisition. 58 Huntington Bancshares Incorporated Table of Contents Provision for Credit Losses (This section should be read in conjunction with the “ Credit Risk ” section.) The provision for credit losses is the expense necessary to maintain the ACL at levels appropriate to absorb our estimate of credit losses expected over the life of the loan and lease portfolio, securities portfolio, and unfunded lending commitments.
Partially offsetting these increases, net gains (losses) on sales of securities included a net loss of $58 million in 2025, compared to $21 million in 2024, as a result of corporate debt securities repositioning completed in each respective period, and leasing revenue decreased $13 million, or 16%, driven by lower operating lease income. 2025 Form 10-K 59 Table of Contents Noninterest Expense The following table reflects noninterest expense for each of the periods presented.
Table 7 - Impact of Acquisition-related Expenses Year Ended December 31, (dollar amounts in millions) 2025 Personnel costs $ 50 Outside data processing and other services 32 Equipment 3 Professional services 66 Marketing 3 Deposit and other insurance expense 1 Other noninterest expense 13 Total impact of acquisition-related expenses $ 168 Excluding acquisition-related expenses, noninterest expense increased $285 million, or 6%, from the prior year.
Operational losses can result from internal fraud, external fraud, inadequate or inappropriate employment practices and workplace safety, failure to meet obligations involving customers, products, and business practices, damage to physical assets, business disruption and systems failures, and failures in execution, delivery, and process management. • Compliance risk , which is risk arising from violations of laws, rules or regulations, or from non-conformance with laws, regulations, prescribed practices, internal policies and procedures, or ethical standards, and can expose the Company to fines, civil money penalties, payment of damages, and voiding of contracts. • Strategic risk , which is risk arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment, and is a function of the Company’s strategic goals, business strategies, resources, and quality of implementation. • Reputation risk , which is risk arising from negative public opinion that may impair the Company’s competitiveness by affecting its ability to establish new relationships or services or continue servicing existing relationships. 2025 Form 10-K 61 Table of Contents The Board has defined our risk appetite as aggregate moderate-to-low on a through-the-cycle basis.
In our efforts to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers. 2025 Form 10-K 63 Table of Contents The maximum level of credit exposure to individual credit borrowers is limited by policy guidelines based on the perceived risk of each borrower or related group of borrowers.
No longer disclosed
Table 8 - Maturity Schedule of Loans and Leases and Interest Rate Sensitivity Loans and Leases Due After 1 Year Contractual Maturity Range (dollar amounts in millions) Fixed Rate Floating or Adjustable Rate One Year or Less One to Five Years Five to Fifteen Years After Fifteen Years Total At December 31, 2024 Commercial: Commercial and industrial $ 11,498 $ 28,579 $ 16,732 $ 31,440 $ 7,461 $ 1,176 $ 56,809 Commercial real estate 650 6,343 4,085 6,084 862 47 11,078 Lease financing 4,717 344 393 3,327 911 823 5,454 Total commercial 16,865 35,266 21,210 40,851 9,234 2,046 73,341 Consumer: Residential mortgage 9,678 14,552 12 85 1,512 22,633 24,242 Automobile 14,397 — 167 7,945 6,435 17 14,564 Home equity 2,735 7,268 139 219 2,108 7,676 10,142 RV and marine 5,980 — 2 183 3,309 2,488 5,982 Other consumer 755 624 392 1,111 231 37 1,771 Total consumer 33,545 22,444 712 9,543 13,595 32,851 56,701 Total loans and leases $ 50,410 $ 57,710 $ 21,922 $ 50,394 $ 22,829 $ 34,897 $ 130,042 Percent of total 17 % 38 % 18 % 27 % 100 % 2024 Form 10-K 59 Table of Contents Total commercial loans and leases were $73.3 billion at December 31, 2024 and represented 56% of our total loan and lease credit exposure at that date.
Subsequent to the origination of the loan, the credit review group provides an independent review and assessment of the quality of the underwriting and risk of new loan originations. 2024 Form 10-K 63 Table of Contents The following tables present our commercial real estate portfolio by property-type and geographic location.
An appropriate level of reserve for representations and warranties related to residential mortgage loans sold has been established to address this repurchase risk inherent in the portfolio. 2024 Form 10-K 65 Table of Contents AUTOMOBILE PORTFOLIO Our strategy in the automobile portfolio continues to focus on high quality borrowers as measured by both FICO and internal custom scores, combined with appropriate LTVs, terms, and profitability.
The primary driver to the change in sensitivity during 2024 is current and projected balance sheet composition over the simulation horizon, including securities portfolio reinvestment and executed hedging activity. 2024 Form 10-K 71 Table of Contents EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of assets and liabilities, including derivative exposures.
When we purchase credit protection, such as a CDS, we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs. 2024 Form 10-K 73 Table of Contents MSRs (This section should be read in conjunction with Note 6 - “ Mortgage Loan Sales and Servicing Rights ” of Notes to Consolidated Financial Statements.) At December 31, 2024, we had a total of $573 million of capitalized MSRs representing the right to service $33.7 billion in mortgage loans.
Insider Activity
Date
Insider
Action
Shares
Price
Value
Mar 12, 2026
Kleinman Scott DSenior Exec. V.P.
Sell
65,530
$15.28
$1.0M
Mar 12, 2026
Steinour Stephen DPresident, CEO & Chairman
Buy
32,277
$15.49
$500K
Mar 12, 2026
Nateri PrashantChief Corp Operations Officer
Sell
10,171
$15.50
$158K
Mar 9, 2026
At December 31, 2024, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future. 2024 Form 10-K 77 Table of Contents Parent Company Liquidity The parent company’s primary financial obligations consist of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions.
In addition, we have implemented specific cybersecurity and fraud monitoring of remote connections by geography and volume of connections to detect anomalous remote logins, since a significant portion of our workforce works remotely from time-to-time. 2024 Form 10-K 79 Table of Contents Our objective for managing cybersecurity risk is to avoid or minimize the impacts of both internal and external threat events or other efforts to penetrate our systems.
Insured deposits comprised approximately 69% of our total deposits at December 31, 2024, compared to 70% at December 31, 2023. 2024 Form 10-K 75 Table of Contents The following table presents a summary of deposits.
The remaining balance is in delinquent status until a modification can be completed, or the loan goes through the foreclosure process. 2024 Form 10-K 69 Table of Contents The following table reflects NCO detail.
Each of these new products and opportunities goes through a rigorous development and approval process prior to implementation to ensure our overall objective of maintaining an aggregate moderate-to-low risk portfolio profile. 58 Huntington Bancshares Incorporated Table of Contents The checks and balances in the credit process and the separation of the credit administration and risk management functions are designed to appropriately assess and sanction the level of credit risk being accepted, facilitate the early recognition of credit problems when they occur, and provide for effective problem asset management and resolution.
Examples of institution specific events could include a downgrade in our public credit rating by a rating agency, a large charge to earnings, declines in profitability or other financial measures, declines in liquidity sources including reductions in deposit balances or access to contingent funding sources, or a significant merger or acquisition.
Examples of systemic events unrelated to us that could have an effect on our access to liquidity would be terrorism or war, natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund.