Huntington Bancshares (HBAN) risk factors, FY2025 10-K

Huntington Bancshares's FY2025 10-K, filed Feb 13, 2026, lists 38 risk factors in 8 groups. Against the prior year's 34: 7 new, 3 dropped, 13 substantially reworded.

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Risk factors listed
388 groups
New this year
7vs 34 last year
Dropped
3since the prior 10-K
Substantially reworded
13of those kept
Section length
13k wordsItem 1A

What the changes say

  • Cadence merger risks now dominate, including integration costs, expanded oversight, operating complexity, and employee retention.
  • Commercial loans comprise 60% of the portfolio, exposing Huntington to greater borrower and property repayment losses.
  • Liquidity risks emphasize deposit stability, capital-market access, and potentially higher capital and liquidity requirements.

What changed since the prior 10-K

New

  • NewCredit Risks

    Our emphasis on commercial lending may expose us to increased lending risks

    Commercial loans are 60% of the portfolio and carry greater nonpayment and loss risk because repayment depends on borrowers or properties.

  • NewOperational Risks

    We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us

    Acquisitions and strategic partnerships may be based on incomplete information, inaccurate assumptions, or underestimated integration costs and timing.

  • NewStrategic Risks

    Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S. Basel III capital and liquidity standards, could require higher levels of capital and liquidity

    Capital and liquidity rules, including CCAR and U.S. Basel III, could restrict dividends, buybacks, deposits, or require more low-yield securities.

  • NewCadence Merger Risks

    We are expected to incur substantial costs related to the Cadence Merger and integration

    The Cadence Merger and integration may generate substantial, difficult-to-estimate legal, advisory, technology, regulatory, and operating costs.

  • NewCadence Merger Risks

    Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence Merger

    Huntington may fail to integrate Cadence or realize expected cost savings and other merger benefits on schedule or at all.

  • NewCadence Merger Risks

    The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operations

    The larger post-merger company may be harder to manage and face higher Regulation YY standards as a Category III banking organization.

  • NewCadence Merger Risks

    The combined company may be unable to retain Huntington or Cadence personnel successfully

    Huntington may lose key Huntington or Cadence employees, disrupting operations, customer relationships, integration, and future business performance.

Dropped

  • DroppedLiquidity Risks

    Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost. The Bank uses its liquidity to extend credit and to repay liabilities as they become due or as demanded by customers

  • DroppedLiquidity Risks

    We may, from time-to-time, consider using our existing liquidity position to opportunistically retire outstanding securities in privately negotiated or open market transactions

  • DroppedCompliance Risks

    40 Huntington Bancshares Incorporated

Reworded

  • 100% rewrittenLiquidity Risks

    Changes in Huntington’s financial condition or in the general banking industry, or changes in interest rates, could result in a loss of depositor confidence

    The risk shifted from depositor-confidence effects of financial, industry, and interest-rate changes to the bank’s basic liquidity needs.

  • 100% rewrittenLiquidity Risks

    32 Huntington Bancshares Incorporated

    The risk shifted from operational and cybersecurity system failures to deposit funding vulnerability from regulation, competitors, rates, and market events.

  • 100% rewrittenCompliance Risks

    42 Huntington Bancshares Incorporated

    The risk shifted from CFPB scrutiny and consumer-practice enforcement to increasingly stringent privacy legislation and compliance costs.

    Was: 38 Huntington Bancshares Incorporated

  • 87% rewrittenCompliance Risks

    Cybersecurity and data privacy are areas of heightened legislative and regulatory focus

    The discussion was shortened to note heightened cybersecurity and data-privacy regulatory focus, with details moved to the Business section.

  • 81% rewrittenOperational Risks

    34 Huntington Bancshares Incorporated

    The risk shifted from cyberattacks and reputational damage to the cost and disruption of system upgrades, controls, monitoring, and personnel.

  • 77% rewrittenLiquidity Risks

    If we lose access to capital markets, we may not be able to meet the cash flow requirements of our depositors, creditors, and borrowers, or have the operating cash needed to fund corporate expansion and other corporate activities

    The risk now adds that capital-market disruptions could directly impair Huntington’s liquidity and access depends on financial-market conditions.

  • 72% rewrittenStrategic Risks

    We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services

    No substantive change; the executive-officer and key-personnel retention risk remains materially the same.

  • 71% rewrittenCompliance Risks

    We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model

    No substantive change; the description of broad banking regulation and shareholder protection remains materially the same.

  • 56% rewrittenOperational Risks

    We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets

  • 40% rewrittenOperational Risks

    Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our operations, liquidity, and financial condition, as well as cause legal or reputational harm

  • 28% rewrittenLiquidity Risks

    Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition

  • 27% rewrittenOperational Risks

    Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations

  • 24% rewrittenLiquidity Risks

    A reduction in our credit rating could adversely affect our access to capital and could increase our cost of funds

All 38 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01In addition to the other information included or incorporated by reference into this report, readers should carefully consider that the following important factors, among others, could negatively impact our business, future results of operations, and future cash flows materially

Credit Risks

  1. 02Our ACL level may prove to not be adequate or be negatively affected by credit risk exposures, which could adversely affect our net income and capital
  2. 03Weakness in economic conditions could adversely affect our business
  3. 0430 Huntington Bancshares Incorporated
  4. 05Our emphasis on commercial lending may expose us to increased lending risksNew

Market Risks

  1. 06Changes in interest rates could reduce our net interest income, reduce transactional income, and negatively impact the value of our loans, securities, and other assets
  2. 07Inflation could negatively impact our business, our profitability, and our stock price
  3. 08Industry competition may have an adverse effect on our success

Liquidity Risks

  1. 09Changes in Huntington’s financial condition or in the general banking industry, or changes in interest rates, could result in a loss of depositor confidence100% rewritten
  2. 1032 Huntington Bancshares Incorporated100% rewritten
  3. 11We are a holding company and depend on dividends from our subsidiaries for liquidity needs
  4. 12If we lose access to capital markets, we may not be able to meet the cash flow requirements of our depositors, creditors, and borrowers, or have the operating cash needed to fund corporate expansion and other corporate activities77% rewritten
  5. 13A reduction in our credit rating could adversely affect our access to capital and could increase our cost of funds24% rewritten
  6. 14Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition28% rewritten

Operational Risks

  1. 15Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our operations, liquidity, and financial condition, as well as cause legal or reputational harm40% rewritten
  2. 1634 Huntington Bancshares Incorporated81% rewritten
  3. 17We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets56% rewritten
  4. 18We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to usNew
  5. 19Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and adversely affecting our business and our stock price
  6. 20We rely on quantitative models to measure risks and to estimate certain financial values
  7. 21We rely on third parties to provide key components of our business infrastructure
  8. 22Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations27% rewritten
  9. 23Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations
  10. 24Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers
  11. 25We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm

Compliance Risks

  1. 26We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us and our business model71% rewritten
  2. 27The resolution of significant pending litigation, if unfavorable, could have an adverse effect on our results of operations for a particular period
  3. 28Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss
  4. 29Cybersecurity and data privacy are areas of heightened legislative and regulatory focus87% rewritten
  5. 3042 Huntington Bancshares Incorporated100% rewritten

Strategic Risks

  1. 31We operate in a highly competitive industry which depends on our ability to successfully execute our strategic plan and adapt our products and services to evolving industry standards and consumer preferences
  2. 32We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services72% rewritten
  3. 33Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S. Basel III capital and liquidity standards, could require higher levels of capital and liquidityNew

Reputational Risk

  1. 34Damage to our reputation could significantly harm our business, including our competitive position and business prospects

Cadence Merger Risks

  1. 35We are expected to incur substantial costs related to the Cadence Merger and integrationNew
  2. 36Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence MergerNew
  3. 37The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operationsNew
  4. 38The combined company may be unable to retain Huntington or Cadence personnel successfullyNew

Other Huntington Bancshares 10-Ks

  • FY2024 10-K risk factors
    33 risks

    Credit losses, interest-rate movements, liquidity, and deposit stability are central threats to Huntington’s banking results and capital.

    Filed Feb 14, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.