Acquisitions and Mergers - Huntington completed the acquisition of Veritex Holdings, Inc. on October 20, 2025, valued at $1.7 billion, adding $12.0 billion in assets, including $9.3 billion in loans and $10.5 billion in deposits[20]. - On February 1, 2026, Huntington acquired Cadence Bank in a transaction valued at approximately $8.1 billion, with Cadence having $54 billion in assets, including $37 billion in loans and $44 billion in deposits[21]. - As of December 31, 2025, Huntington operated over 1,000 branches in 14 states, which increased to nearly 1,400 branches in 21 states post-merger with Cadence Bank[19]. Banking Segments and Services - Huntington's Consumer & Regional Banking segment offers a wide array of financial products, including deposits, lending, and investment management, aimed at enhancing customer relationships[23]. - The Commercial Banking segment serves mid-market to large corporate customers, providing a comprehensive set of banking products, including treasury management and capital markets[30]. Market Position and Customer Relations - Huntington's market share in Columbus, OH is 44% with deposits totaling $51.8 billion, ranking first in the area[38]. - The bank's Fair Play banking philosophy includes customer-friendly practices such as the $50 Safety Zone and 24-Hour Grace® account feature, aimed at enhancing customer experience[37]. - Huntington's strategic emphasis is on cooperation among business segments to provide tailored solutions and deepen customer relationships[23]. Regulatory Compliance and Capital Requirements - Huntington is subject to enhanced prudential standards due to its consolidated assets exceeding $100 billion, including liquidity and capital requirements[63]. - The company must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater to be considered well-capitalized[73]. - Huntington is required to hold a minimum outstanding eligible long-term debt amount of no less than 6% of total risk-weighted assets, 2.5% of total leverage exposure, or 3.5% of average total consolidated assets[68]. - The company is subject to a capital buffer requirement of 2.5% under the SCB to avoid restrictions on capital distributions[75]. - Huntington's liquidity coverage ratio (LCR) will require it to hold eligible high-quality liquid assets that equal or exceed 100% of projected adjusted net cash outflows over a 30-day period[65]. - The company will be required to disclose its LCR and related liquidity metrics quarterly once it becomes a Category III institution[65]. - The company must obtain prior approval from the Federal Reserve for any acquisition resulting in ownership of 5% or more of voting securities of a bank or another BHC[58]. - Huntington is subject to periodic reporting and filing requirements to ensure compliance with regulatory standards[52]. Financial Health and Capital Planning - As of December 31, 2025, Huntington's CET1 risk-based capital ratio was 10.4%, significantly above the minimum requirement of 4.5%[78]. - The Tier 1 risk-based capital ratio for Huntington was 12.0%, exceeding the minimum requirement of 6.0%[78]. - Huntington's total risk-based capital ratio stood at 14.2%, well above the minimum requirement of 8.0%[78]. - The Tier 1 leverage ratio for Huntington was 9.3%, surpassing the minimum requirement of 4.0%[78]. - Huntington's SCB requirement is 2.5%, which is the same as the previous year, indicating stable capital planning[88]. - The Federal Reserve expects Huntington to maintain sufficient capital to withstand adverse operating environments and continue operations[84]. - The company is required to submit an annual capital plan to the Federal Reserve, which includes assessments of capital adequacy and planned capital actions[82]. Risk Management and Operational Challenges - The company faces significant operational risks that could lead to financial loss and loss of confidence from customers and regulators[164]. - Economic uncertainty, including inflation and rising interest rates, could adversely affect the company's business and financial condition[168]. - Changes in interest rates could reduce net interest income and negatively impact the value of loans and securities[172]. - Prolonged inflation may negatively impact profitability and stock price due to increased fixed costs and decreased consumer purchasing power[179]. - The company is expected to incur substantial costs related to the Cadence Merger and integration, which may be more difficult and time-consuming than anticipated[163]. - Cybersecurity risks, including data breaches and cyber-attacks, could adversely impact the company's operations and reputation[164]. - The company relies on third parties for key components of its business infrastructure, which presents additional risks[164]. Liquidity and Capital Access - The primary source of liquidity for the company is a large supply of deposits from consumer and commercial customers, which is influenced by customer willingness and regulatory changes[182]. - The company relies on dividends from its bank subsidiary for liquidity needs, and any limitations on these dividends could adversely affect its ability to pay dividends on Preferred and Common Stock[183]. - Access to capital markets is crucial for meeting cash flow requirements; disruptions could hinder corporate expansion and operational activities[184]. - Rising interest rates and negative perceptions of the banking industry may impact the company's ability to raise additional capital on acceptable terms[185]. - A reduction in credit ratings could adversely affect access to capital and increase the cost of funds, impacting growth and profitability[186]. Regulatory Environment and Compliance - The banking industry is highly regulated, and compliance failures could result in fines and restrictions on business activities, adversely affecting operations and capital base[217]. - The company is under heightened regulatory oversight by the CFPB, affecting consumer and business banking products and services[218]. - Increased regulatory scrutiny may lead to a greater number of investigations and enforcement actions, raising compliance costs[218]. - Federal and state regulators are focusing on sales practices of branch personnel, which could result in regulatory actions against the company[218]. - Potential legislative or regulatory changes may significantly impact revenue and require operational adjustments[218]. - The company may face fines or penalties, limiting product offerings and fee structures[218]. - Increased compliance costs could adversely affect the company's consumer businesses and overall reputation[218]. Corporate Governance and Employee Relations - Huntington's Board of Directors consists of 12 members, including 10 independent directors, ensuring strong governance and oversight[137]. - The Chief Risk Officer provides regular updates on risk management issues, including climate-related credit risks, to the Board's Risk Oversight Committee[139]. - In 2025, Huntington had an average of 20,424 full-time equivalent employees, with 85% of colleagues responding favorably regarding trust, culture, and engagement in the annual survey[144][145]. - Huntington colleagues completed over 500,000 training hours in 2025, supporting their development and career growth[150]. - The company offers a minimum hourly wage of $21 and competitive wages, along with various wellness programs to support physical, mental, and financial well-being[151]. - The company conducts annual pay equity analysis to ensure fair compensation practices among colleagues performing similar work[152]. Community Engagement and Corporate Responsibility - Huntington made a five-year commitment of $40 billion towards its Community Plan to support small businesses and improve financial opportunities, exceeding its commitment through 2025[141]. - Huntington's Corporate Responsibility and Sustainability Executive is responsible for advancing the corporate responsibility strategy and regulatory compliance efforts[138].
Huntington(HBAN) - 2025 Q4 - Annual Report