10-K: Huntington Bancshares Reports Strong 2025 Growth, Integrates Acquisitions
Annual Report
Huntington Bancshares reported a 14% increase in net income and diluted EPS for 2025, driven by strategic acquisitions and organic growth, while preparing for higher regulatory standards.
Summary
- Net income attributable to Huntington increased 14% to $2.211 billion in 2025, with diluted EPS rising 14% to $1.39.
- Net interest income grew 12% to $5.991 billion, and FTE net interest margin expanded by 13 basis points to 3.13%.
- Total assets increased 10% to $225.1 billion, primarily due to $10.3 billion in organic loan growth and $9.3 billion from the Veritex acquisition.
- Total deposits rose 9% to $176.6 billion, including $10.5 billion from the Veritex acquisition.
- The Allowance for Credit Losses (ACL) increased to $2.7 billion (1.83% of total loans) from $2.4 billion (1.88%) in 2024, driven by loan growth and acquisitions.
- Noninterest income increased 7% to $2.175 billion, boosted by a $24 million gain on the sale of a portion of the trust and custody business.
- Noninterest expense increased 10% to $5.015 billion, including $168 million in acquisition-related expenses.
- Net charge-offs decreased to 0.23% of average loans and leases in 2025 from 0.30% in 2024.
- Nonperforming assets increased 15% to $945 million, partly due to NALs assumed in the Veritex acquisition.
- The company completed the acquisition of Veritex Holdings, Inc. on October 20, 2025, valued at $1.7 billion, and Cadence Bank on February 1, 2026, valued at $8.1 billion.
- Huntington will transition from a Category IV to a Category III banking organization in Q4 2026 due to the Cadence acquisition, subjecting it to additional enhanced prudential standards.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive report, reflecting strong financial growth and strategic expansion through acquisitions. While increased regulatory scrutiny and integration risks are noted, the overall performance and proactive risk management indicate a healthy outlook.
Positives
- Net income attributable to Huntington increased 14% to $2.211 billion.
- Diluted earnings per common share increased 14% to $1.39.
- Net interest income grew 12% to $5.991 billion.
- FTE Net Interest Margin (NIM) increased by 13 basis points to 3.13%.
- Total assets increased 10% to $225.1 billion, reflecting strong organic loan growth of $10.3 billion.
- Net charge-offs decreased to 0.23% of average loans and leases from 0.30% in the prior year.
- Successfully completed the acquisition of Veritex Holdings, Inc. and Cadence Bank, expanding geographic footprint and asset base.
- Maintained capital ratios above well-capitalized standards and met applicable capital buffer requirements.
- Received the highest possible overall CRA rating of "Outstanding" in its most recent examination.
- Exceeded the five-year $40 billion Community Plan commitment through 2025.
- High employee engagement, trust, and culture scores (85%, 83%, and 83% favorability respectively) placing the company in the top quartile of its benchmark peer group.
- Minimum hourly wage of $21 per hour and competitive wages.
Negatives
- Provision for credit losses increased 10% to $463 million.
- Nonperforming assets increased 15% to $945 million, partly due to acquired nonaccrual loans from Veritex.
- Net losses on sales of securities increased to $58 million in 2025 from $21 million in 2024.
- Incurred $168 million in acquisition-related expenses in 2025.
- The CET1 risk-based capital ratio decreased modestly to 10.4% from 10.5%, primarily due to increased risk-weighted assets and CECL transition adjustment.
- Leasing revenue decreased 16% due to lower operating lease income.
- Total trust assets decreased significantly from $198.7 billion in 2024 to $55.7 billion in 2025, partly due to the sale of a portion of the trust and custody business.
Risks
- ACL level may prove inadequate or be negatively affected by credit risk exposures, impacting net income and capital.
- Weakness in economic conditions (e.g., persistent inflation, rising interest rates, supply chain issues, labor shortages, changes in U.S. trade policies) could adversely affect business, financial condition, and results.
- A U.S. government debt default could materially impact business and financial performance, including a decrease in the value of government securities and capital positions.
- Emphasis on commercial lending exposes the company to increased lending risks due to higher non-payment and loss potential compared to residential mortgages.
- Changes in interest rates could reduce net interest income, transactional income, and negatively impact the value of loans, securities, and other assets.
- Inflation could negatively impact profitability by increasing fixed costs, funding costs, and talent acquisition/retention expenses, potentially leading to decreased consumer purchasing power and higher default rates.
- Intense industry competition from other banks, financial services companies, and FinTechs could adversely affect success and market share.
- Changes in financial condition, general banking industry, or interest rates could result in a loss of depositor confidence and increased reliance on more expensive wholesale funding.
- Dependence on dividends from subsidiaries for liquidity needs, which are subject to various legal and regulatory limitations.
- Loss of access to capital markets could hinder meeting cash flow requirements or funding corporate expansion.
- A reduction in credit rating could adversely affect access to capital and increase the cost of funds.
- Instability in global economic conditions and geopolitical matters (e.g., conflicts in Ukraine/Russia, Middle East) could have a material adverse effect.
- Operational or security systems or infrastructure, or those of third parties, could fail or be breached, disrupting business and causing legal/reputational harm.
- Significant operational risks, including fraud, errors, business disruption, and system failures, could lead to financial loss and litigation.
- Acquisitions (like Veritex and Cadence) present risks related to integration, realization of anticipated benefits, managing expanded operations, and retaining key personnel.
- Failure to maintain effective internal controls over financial reporting could impair accurate and timely financial reporting or prevent fraud.
- Reliance on quantitative models (e.g., for credit losses, fair value, risk management, capital planning) exposes the company to risks from incorrect assumptions, inaccurate data, or model deficiencies.
- Reliance on third parties for key business infrastructure components introduces risks of poor performance, service failures, or increased costs.
- Changes in accounting policies, standards, and interpretations could affect financial reporting.
- Impairment of goodwill could require charges to earnings and restrict the Bank's ability to pay dividends to the parent company.
- Climate change (physical and transition risks) could adversely affect operations, businesses, and customers, including direct asset damage, supply chain disruption, market volatility, and increased expenses from policy changes.
- Use of AI exposes the company to inherent risks, including flawed models, biased data, operational inefficiencies, competitive harm, and legal/regulatory actions.
- Operating in a highly regulated industry means laws and regulations (including changes or non-compliance) may adversely affect the business model.
- Legislative and regulatory actions impacting the financial industry could increase costs, add complexity, or limit business opportunities.
- Unfavorable resolution of significant pending litigation could have an adverse effect on results of operations.
- Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes could cause material financial loss and reputational harm.
- Cybersecurity and data privacy are areas of heightened legislative and regulatory focus, with potential for fines, penalties, and reputational damage from breaches or non-compliance.
- Dependence on executive officers and key personnel, with loss of services potentially harming business strategy implementation.
- Bank regulations regarding capital and liquidity (CCAR, Basel III) could require higher capital/liquidity levels, impacting ability to pay dividends, repurchase stock, or attract cost-effective deposits.
- Damage to reputation from various sources (misconduct, security breaches, compliance failures, ESG practices) could significantly harm business.
Future Outlook
Huntington Bancshares anticipates becoming a Category III banking organization in Q4 2026 following the Cadence acquisition, which will subject it to additional enhanced prudential standards, including monthly liquidity stress tests and annual supervisory stress tests. The company expects to continue investing in its innovation program and corporate development to enhance distribution and product capabilities. Management also notes ongoing economic uncertainty, including persistent inflation, rising interest rates, and geopolitical instability, which could impact future performance, and is preparing for potential new long-term debt requirements and revisions to Basel III capital rules.
Management Comments
- We are committed to making people's lives better, helping businesses thrive, and strengthening the communities we serve.
- Our business model emphasizes the delivery of a complete set of banking products and services offered by larger banks, but distinguished by local delivery and customer service.
- Our overall strategy involves an active corporate development program that seeks to identify partnership and possible investment opportunities in technology-driven companies that can augment our distribution and product capabilities.
- We believe our current levels of both regulatory capital and shareholders equity are adequate.
- We remain focused on driving our flywheel of value creation to deliver profitable growth and long-term value for our customers, colleagues, and shareholders.
- Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, the impacts of U.S. trade policies including tariffs, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes.
- We believe our Board and management, including the Chief Information Security Officer, have the appropriate expertise, background, and depth of experience to manage risks arising from cybersecurity threats.
Industry Context
StockSavvy.ai notes that Huntington Bancshares' strategic acquisitions of Veritex and Cadence Bank are consistent with broader banking industry trends of consolidation to achieve scale and expand geographic reach. The company's proactive approach to digital offerings and 'Fair Play Banking' philosophy, including features like 24-Hour Grace and Early Pay, positions it to compete with emerging FinTechs and larger established technology platform companies. The impending transition to a Category III banking organization highlights the increasing regulatory scrutiny and capital requirements faced by larger financial institutions, a trend observed across the U.S. banking sector. The emphasis on commercial lending, while offering higher yields, also aligns with industry-wide efforts to diversify revenue streams but exposes the company to greater credit risk, particularly in uncertain economic conditions.
Comparison to Industry Standards
- Huntington's "Outstanding" CRA rating indicates superior performance in meeting community credit needs compared to industry peers.
- The company's employee engagement, trust, and culture scores (85%, 83%, and 83% favorability, respectively) place it in the top quartile of its benchmark peer group, suggesting strong internal culture relative to competitors.
- The $21 minimum hourly wage for employees is a competitive standard in the banking sector, aiming to attract and retain talent.
- The company's "Fair Play Banking" products (e.g., $50 Safety Zone, 24-Hour Grace, Early Pay, Instant Access, Money Scout, Standby Cash, Asterisk-Free Checking, Huntington Heads Up) offer differentiated customer-friendly features that aim to set it apart from traditional banking services and compete with challenger banks.
- The company's transition to a Category III banking organization following the Cadence acquisition will subject it to enhanced prudential standards, aligning it with larger, more systemically important financial institutions like JPMorgan Chase, Bank of America, and Wells Fargo, which already operate under these stricter regulatory frameworks.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Non-employee Director (Company Board) & Vice Chairman (Company Board & Bank Board), Advisor to CEO | Cadence Bank Director/Executive | James D. Rollins III | February 1, 2026 | Appointment in connection with Cadence Bank acquisition. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption/Update | Financial Restatement Compensation Recoupment Policy (Clawback Policy) approved, requiring recoupment of erroneously awarded incentive-based compensation from Covered Executives in the event of a financial restatement, regardless of fault. This policy is intended to comply with Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules. | October 17, 2023 | Enhances corporate accountability and aligns executive compensation with financial reporting accuracy, reducing risk of financial misconduct. |
| Policy Update | Insider Trading Policy updated and approved by Nominating and Corporate Governance Committee. | January 20, 2026 | Strengthens controls around insider trading, aiming to prevent illegal activities and protect company reputation. |
| Board Composition Change | Appointed three new directors, all former directors of Cadence, including two independent directors, in connection with the Cadence acquisition. | February 1, 2026 | Integrates leadership from acquired entity, potentially bringing new perspectives and expertise to the board, while maintaining independent director representation. |
| Regulatory Compliance | Huntington and the Bank will become subject to Category III banking organization standards in Q4 2026, requiring adherence to additional enhanced prudential standards, including limitations on aggregate net credit exposures to any single, unaffiliated company (SCCL), monthly liquidity stress tests, and annual supervisory stress tests. | Q4 2026 (transition period) | Increases regulatory burden and compliance costs, potentially impacting operational flexibility and capital allocation, but enhances financial stability and risk management in line with larger institutions. |
| Regulatory Compliance | The Bank is required to file its own resolution plan with the FDIC, with full IDI Resolution Plans every three years and interim targeted information between submissions. The Bank submitted its first full IDI Resolution Plan on July 1, 2025. | July 1, 2025 | Ensures preparedness for orderly resolution in case of financial distress, enhancing systemic stability but adding compliance complexity. |
Legal Proceedings
- Management estimates the aggregate range of reasonably possible loss from pending legal and regulatory matters to be $0 to $20 million at December 31, 2025, in excess of any accrued liability.
- Management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the consolidated financial position.
Stakeholder Impact
- Shareholders: Positive impact from increased net income, EPS, and strategic acquisitions. Potential for future share repurchases (Board authorized up to $1.0 billion). Continued quarterly common stock dividends ($0.155 per share). Risks from potential goodwill impairment, regulatory capital requirements impacting distributions, and integration challenges of acquisitions.
- Employees: Increased average full-time equivalent colleagues (20,424 in 2025). Commitment to a "people-first" culture, high engagement, development programs, and competitive wages (minimum $21/hour). Workplace Flex program for work-life balance. Potential for integration challenges and retention issues following acquisitions.
- Customers: Expanded product offerings and geographic reach through acquisitions. Continued focus on "Fair Play Banking" philosophy with customer-friendly products (e.g., 24-Hour Grace, $50 Safety Zone, Early Pay). Enhanced digital platforms and services. Potential for service disruptions during integration of acquired businesses.
- Communities: Exceeded five-year $40 billion Community Plan commitment, supporting small businesses, financial stability, homeownership, and underserved neighborhoods. Environmental stewardship commitment and annual Climate Report.
- Creditors: Strong capital ratios and credit quality support high credit ratings. Diversified funding sources. Potential impact from proposed long-term debt requirements and Basel III endgame proposal.
- Regulatory Bodies: Increased oversight and compliance requirements as the company transitions to a Category III banking organization. Adherence to various federal and state regulations, including AML, cybersecurity, and consumer protection.
Next Steps
- Integrate Cadence Bank's business and operations.
- Manage the transition of key stakeholders (employees and customers) from Cadence Bank.
- The CISA Agency is expected to finalize CIRCIA regulations by May 2026.
- Huntington and the Bank will become subject to Category III banking organization standards in Q4 2026, requiring adherence to additional enhanced prudential standards.
- The Bank will submit an interim supplement to its IDI Resolution Plan in 2026.
- The Federal Reserve is expected to publish a re-proposal of its regulations to implement the Basel III endgame agreement.
- The OCC's proposed rule to increase the heightened standards threshold from $50 billion to $700 billion in total assets is pending finalization.
- The company will continue to monitor and augment its AML compliance programs.
- The company will continue to invest in and evolve its innovation program to develop, incubate, and launch new products and services.
- The company will continue to monitor activity in the marketplace to ensure products and services are technologically competitive.
- The company will continue to identify partnership and possible investment opportunities in technology-driven companies.
- The company will continue to perform ongoing portfolio level reviews within the CRE portfolio.
- The company will continue to identify and implement effective practices to promote pay equity.
- The company will continue to monitor the effectiveness of its cybersecurity risk management framework through internal and third-party testing.
Key Dates
| Date | Description |
|---|---|
| 1866 | Huntington Bancshares Incorporated began servicing financial needs of customers. |
| 1966 | Huntington Bancshares Incorporated organized under Maryland law. |
| 1995 | DOJ withdrew its 1995 Bank Merger Guidelines. |
| September 15, 2020 | FDIC established a plan to restore the DIF reserve ratio to meet or exceed 1.35% within eight years. |
| December 13, 2020 | Agreement and Plan of Merger between Huntington Bancshares Incorporated and TCF Financial Corporation. |
| February 2, 2021 | Series H Preferred Stock issuance date. |
| June 9, 2021 | Series I Preferred Stock issuance date. |
| June 2021 | Huntington made a five-year $40 billion commitment toward its Community Plan. |
| January 1, 2022 | Three-year transition period for CECL deferral began. |
| 2022 | Enactment of the CIRCIA. |
| December 1, 2022 | Earliest optional redemption date for Series I Preferred Stock. |
| January 1, 2023 | FDIC increased initial base deposit insurance assessment rate schedules by 2 basis points. |
| March 6, 2023 | Series J Preferred Stock issuance date. |
| July 2023 | U.S. banking agencies issued a proposed rule to implement the Basel III endgame agreement for large banks. |
| August 2023 | U.S. banking agencies issued a proposed rule for long-term debt requirements. |
| October 2023 | U.S. banking agencies issued a final rule to amend their regulations implementing the CRA. |
| November 2023 | FDIC issued a final rule to implement a special assessment to recoup losses to the DIF associated with bank failures in the first half of 2023. |
| December 2023 | Huntington repurchased $90 million of Series E Preferred Stock. |
| September 2024 | OCC adopted a final rule and policy statement regarding its review of Bank Merger Act applications. |
| September 2024 | DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum. |
| Q3 2024 | Start of the current falling rate cycle. |
| December 31, 2024 | All remaining $405 million of outstanding Series E Preferred Stock was redeemed. |
| May 2025 | OCC adopted a final rule that restored streamlined application form and expedited review process for Bank Merger Act applications. |
| May 2025 | President Trump signed a Congressional Review Act resolution overturning CFPB's December 2024 final rule on overdraft fees. |
| July 1, 2025 | The Bank submitted its first full IDI Resolution Plan under the final rule. |
| July 13, 2025 | Agreement and Plan of Merger between Huntington Bancshares Incorporated and Veritex Holdings, Inc. |
| September 11, 2025 | Series K Preferred Stock issuance date. |
| October 1, 2025 | Effective date for Huntington's SCB requirement of 2.5%. |
| October 1, 2025 | Huntington elected to early adopt ASU 2025-08. |
| October 4, 2025 | Original deadline for CISA Agency to finalize CIRCIA regulations (extended to May 2026). |
| October 15, 2025 | Earliest optional redemption date for Series K Preferred Stock. |
| October 17, 2023 | Effective date of the Financial Restatement Compensation Recoupment Policy. |
| October 17, 2025 | Closing price of Huntington's common stock used for Veritex acquisition valuation. |
| October 20, 2025 | Huntington completed the acquisition of Veritex Holdings, Inc. |
| October 26, 2025 | Agreement and Plan of Merger between Huntington Bancshares Incorporated, The Huntington National Bank and Cadence Bank. |
| October 26, 2025 | Letter Agreement for James D. Rollins III signed. |
| November 2025 | Federal Reserve adopted a final notice to revise its LFI Rating System. |
| December 8, 2025 | Quarterly dividend for Series I Preferred Stock declared. |
| December 16, 2025 | FDIC issued an interim final rule for special assessment collection. |
| December 23, 2025 | OCC issued a notice of proposed rulemaking to increase heightened standards threshold. |
| December 31, 2025 | Fiscal year end for this 10-K report. |
| January 20, 2026 | Nominating and Corporate Governance Committee approved Insider Trading Policy. |
| January 20, 2026 | Human Resources and Compensation Committee approved Financial Restatement Compensation Recoupment Policy. |
| January 21, 2026 | Board of Directors declared quarterly common stock cash dividend of $0.155 per share. |
| January 21, 2026 | Board of Directors declared quarterly Series B, F, G, H, J, and K preferred stock dividends. |
| January 28, 2026 | Huntington issued $1.0 billion of fixed-to-floating senior notes and $750 million of fixed-rate subordinated notes. |
| January 30, 2026 | Closing price of Huntington's common stock used for Cadence acquisition valuation. |
| January 30, 2026 | Record date for former Cadence Series A Preferred Stock for Series L dividend. |
| February 1, 2026 | Huntington completed the acquisition of Cadence Bank. |
| February 1, 2026 | Date as of which Huntington had five classes of securities registered under Section 12 of the Exchange Act. |
| February 1, 2026 | Date as of which 2,029,792,391 shares of common stock were outstanding. |
| February 13, 2026 | Date of filing of the Annual Report on Form 10-K. |
| February 15, 2026 | Record date for Series I Preferred Stock dividend. |
| February 20, 2026 | Series L Preferred Stock dividend payable date. |
| March 2, 2026 | Series I Preferred Stock dividend payable date. |
| March 18, 2026 | Record date for common stock cash dividend. |
| April 1, 2026 | Common stock cash dividend payable date. |
| April 15, 2026 | Earliest optional redemption date for Series H Preferred Stock. |
| April 15, 2026 | Series B, F, G, H, J, and K preferred stock dividends payable date. |
| 2026 | The Bank will submit an interim supplement to its IDI Resolution Plan. |
| Q4 2026 | Huntington's total average consolidated assets expected to exceed $250 billion, causing it to become a Category III banking organization. |
| May 2026 | Extended deadline for CISA Agency to finalize CIRCIA regulations. |
| 2027 | Anticipated review date for Insider Trading Policy and Financial Restatement Compensation Recoupment Policy. |
| April 15, 2028 | Earliest optional redemption date for Series J Preferred Stock. |
| September 30, 2028 | Statutory deadline for DIF reserve ratio to reach minimum of 1.35%. |
| 2030 | Lease term for Huntington Center headquarters expires. |
| January 28, 2031 | Fixed-to-floating senior notes interest rate resets. |
| January 28, 2032 | Maturity date for fixed-to-floating senior notes. |
| 2044 | Lease term for Detroit Tower commercial headquarters expires. |
Recommendation
buyThe company demonstrates robust financial performance with significant increases in net income, EPS, and net interest income, coupled with an expanding net interest margin. Strategic acquisitions of Veritex and Cadence Bank position it for substantial growth and market expansion. While integration risks and increased regulatory scrutiny are factors, the company's strong capital position, disciplined risk management, and commitment to customer-centric and employee-focused strategies suggest a positive long-term outlook. The decrease in net charge-offs further indicates sound credit quality. These factors, combined with a clear growth trajectory, make Huntington Bancshares an attractive investment.
Keywords
Huntington Bancshares, HBAN, SEC Filing, 10-K, Annual Report, Financial Results, Banking, Acquisitions, Veritex Holdings, Cadence Bank, Net Income, EPS, Net Interest Income, NIM, Loan Growth, Deposit Growth, Credit Quality, ACL, NCOs, NPAs, Regulatory Capital, CET1, Basel III, Category III Bank, Category IV Bank, Stress Testing, Liquidity, Cybersecurity, AI Risk, Corporate Governance, Clawback Policy, Share Repurchase, Dividends, Commercial Banking, Consumer Banking, Financial Services, Risk Management, Maryland Business Combination Act, Maryland Control Share Acquisition Act
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