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FORM10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune30, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transi on period from to Hun ngton Bancshares Incorporated (Exact name of registrant as specified in its charter) 31-0724920(I.R.S. EmployerIden fica on No.) 1-34073(CommissionFile Number) Maryland(State or other jurisdic on ofincorpora on or organiza on) Registrant’s address:41 South High Street,Columbus,Ohio43287 Registrant’s telephone number, including area code: (614)480-2265 Securi es registered pursuant to Sec on12(b) of the Act Indicate by check mark whether the registrant (1)hasfiled all reports required to befiled by Sec on13 or 15(d) of the Securi esExchange Act of 1934 during the preceding 12 months and (2)has been subject to suchfiling requirements for the past 90days.xYes☐No Indicate by check mark whether the registrant has submi ed electronically every Interac ve Data File required to be submi edpursuant to Rule 405 of Regula on S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit suchfiles).xYes☐No Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smallerrepor ng company, or an emerging growth company. See the defini ons of “large acceleratedfiler,” “acceleratedfiler,” “smallerrepor ng company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transi on period forcomplying with any new or revisedfinancial accoun ng standards provided pursuant to Sec on 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes xNo There were1,458,800,042shares of the registrant’s common stock ($0.01 par value) outstanding on June30, 2025. HUNTINGTON BANCSHARES INCORPORATEDINDEX Glossary of Acronyms and Terms3PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)40Consolidated Balance SheetsatJune 30, 2025 and December 31, 202440Consolidated Statements of Income for the threeand sixmonths endedJune 30, 2025 and 202441Consolidated Statements of Comprehensive Income for the threeand sixmonths endedJune 30, 2025 and 202442Consolidated Statements of Changes in Shareholders’ Equity for the threeand sixmonths endedJune 30, 2025 and202443Consolidated Statements of Cash Flows for thesixmonths endedJune 30, 2025 and 202445Notes to Unaudited Consolidated Financial Statements47Note 1 - Basis of Presenta on47Note 2 - Accoun ng Standards Update47Note 3 - Pending Acquisi on48Note4- Investment Securi es and Other Securi es49Note5- Loans and Leases53Note6- Allowance for Credit Losses61Note7- Mortgage Loan Sales and Servicing Rights62Note8- Borrowings63Note9- Other Comprehensive Income64Note10- Shareholders’ Equity66Note 11- Earnings Per Share67Note 12- Revenue from Contracts with Customers68Note 13- Fair Value of Assets and Liabili es69Note 14- Deriva ve Financial Instruments77Note 15- Variable Interest En es82Note 16- Commitments and Con ngent Liabili es84Note 17- Segment Repor ng86Item 2. Management’s Discussion and Analysis of Financial Condi on and Results of Opera ons5Introduc on5Execu ve Overview5Discussion of Results of Opera ons8Risk Management:15Credit Risk15Market Risk22Liquidity Risk25Opera onal Risk29Compliance Risk30Capital30Business Segment Discussion31Addi onal Disclosures35Item 3. Quan ta ve and Qualita ve Disclosures about Market Risk88Item 4. Controls and Procedures88PART II. OTHER INFORMATIONItem 1. Legal Proceedings88Item 1A. Risk Factors88Item 2. Unregistered Sales of Equity Securi es and Use of Proceeds89Item 5. Other Informa on89Item 6. Exhibits90Signatures91 2Hun ngton Bancshares Incorporated Glossary of Acronyms and Terms The following lis ng provides a comprehensive reference of common acronyms and terms used throughout thedocument: PART I. FINANCIAL INFORMATION When we refer to “we,” “our,” “us,” “Hun ngton,” and “the Company” in this report, we mean Hun ngtonBancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parentcompany, Hun ngton Bancshares Incorporated. When we refer to the “Bank” in this report, we mean our only banksubsidiary, The Hun ngton Na onal Bank, and its subsidiaries. Item2: Management’s Discussion and Analysis of Financial Condi on and Results of Opera ons INTRODUCTION We are a mul -state diversified regional bank holding company organized under Maryland law in 1966 andheadquartered in Columbus, Ohio. Through the Bank, we are commi ed to making people’s lives be er, helpingbusinesses thrive, and strengthening the communi es we serve, and we have been servicing thefinancial needs of ourcustomers since