8-K
Huntington Bancshares Inc /Md/ (HBAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 2025
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Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)
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| Maryland | 1-34073 | 31-0724920 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
Registrant's address: 41 South High Street, Columbus, Ohio 43287
Registrant’s telephone number, including area code: (614) 480-2265
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of class | Trading<br>Symbol(s) | Name of exchange on which registered | ||||
|---|---|---|---|---|---|---|
| Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock) | HBANP | NASDAQ | ||||
| Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock) | HBANM | NASDAQ | ||||
| Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock) | HBANL | NASDAQ | ||||
| Common Stock—Par Value $0.01 per Share | HBAN | NASDAQ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2). | |||
| --- | --- | --- | ||||
| Emerging growth company | ☐ | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 7.01 Regulation FD Disclosure.
As previously announced, Huntington Bancshares Incorporated ("Huntington") will be participating at the 2025 Morgan Stanley US Financials Conference on Wednesday, June 11, 2025. Zach Wasserman, Chief Financial Officer, is scheduled to present to analysts and investors. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The presentation slides will also be available in the Investor Relations section of Huntington’s web site at www.huntington.com.
The presentation slides are being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
The exhibits referenced below shall be treated as “furnished” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
(d) Exhibits.
Exhibit 99.1 – Presentation Slides
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| Exhibit 99.1 | Presentation Slides |
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUNTINGTON BANCSHARES INCORPORATED | |||
|---|---|---|---|
| Date: | June 11, 2025 | By: | /s/ Zachary Wasserman |
| Zachary Wasserman | |||
| Chief Financial Officer |
hbanmsconferencepresenta
2025 Morgan Stanley US Financials Conference The Huntington National Bank is Member FDIC. ®, Huntington® and Huntington. are federally registered service marks of Huntington Bancshares Incorporated. ©2025 Huntington Bancshares Incorporated. Welcome.
Disclaimer
Our Vision Key Guiding Attributes People-First, Customer-Centered
Key Messages Delivering on organic growth strategies with sustained momentum supported by purposefully diversified customer base1 Driving robust profit growth reflective of expanded net interest margin, higher fee revenues, and efficient expense management2 Achieving strong credit performance through disciplined client selection and rigorous portfolio management, aligned with our aggregate moderate-to-low risk appetite3 Positioned to outperform through a range of potential economic scenarios with leading liquidity coverage, robust capital and reserves4
Peer Leading Organic Growth Robust 2025 Net Interest Income • • • Disciplined Risk Framework Driving High-Quality Earnings Growth Cumulative Growth Rate of Average DepositsCumulative Growth Rate of Average Loans … … … … …
Total Adj. Noninterest Income1 By Category Noninterest Income | Diversified Fee Revenues Powerful Trends in Strategic Fee Categories • • • •
Top Tier Asset Quality and Reserve Profile Consumer – 43% of total loans • • Commercial – 57% of total loans • • • • • Disciplined Client Selection and Underwriting Consistent Top-Tier Credit Performance
Growth Objectives Drive Core and Expansion Initiatives Driving Growth via Share Gains and Executional Outperformance NC Texas • • • - - • • • • • • • • - - SC Building on Position of Strength National Expertise with Local Delivery Florida NC
Earnings Growth Supports Capital Priorities • o o o • o o o • o o o CET1 Ratio Adjusted CET1 Ratio Drivers Capital Growth Outlook Tangible Book Value (TBV) per Share +13% YoY
2025 Management Focus Driving Value Through Accelerated TBV Accretion and Expanding Long-Term Returns
Non-GAAP Reconciliation Adjusted Noninterest Income and Adjusted CET1 ($ in millions) FY21 FY22 FY23 FY24 1Q24 2Q24 3Q24 4Q24 1Q25 CET1 – AOCI Impact ($ in millions) 1Q24 2Q24 3Q24 4Q24 1Q25
Notes