How is Huntington Bancshares (HBAN) approaching dividends and share repurchases?

The deck notes a 3.9% dividend yield as of May 26, 2026 and describes a programmatic repurchase plan. Expected common share buybacks are $550 million in 2026 and $1.1–$1.2 billion in 2027, subject to conditions and capital priorities outlined by management.

Huntington (NASDAQ: HBAN) outlines growth, earnings and capital returns at 2026 Bernstein conference

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Huntington Bancshares is furnishing presentation slides from the 2026 Sanford Bernstein Strategic Decisions Conference, where leadership highlights a growth-focused super-regional bank model. As of March 31, 2026, the bank reports $285B in assets, $189B in loans, and $223B in deposits, emphasizing commercial and consumer franchises across 21 states.

The slides show FY25 total revenue of $8.2B on a fully tax-equivalent basis and diluted EPS of $1.39, or $1.45 on an adjusted basis after notable items. Return on average tangible common equity reached 15.7%, or 16.4% on an adjusted basis, while tangible book value per share rose to $9.89, a 19% year-over-year increase.

Management underscores disciplined risk and capital management, with an adjusted CET1 ratio of 9.2% and a stated 9–10% target range. The bank highlights liquidity coverage above peers, a 3.9% dividend yield, and a programmatic share repurchase plan of $550M expected for 2026 and $1.1–$1.2B expected for 2027, alongside cost and revenue synergies from recent Veritex and Cadence partnerships.

Insights

Huntington presents a growth and capital-return story with strong 2025 profitability metrics.

Huntington Bancshares uses this conference deck to frame itself as a scaled super-regional bank with $285B in assets, $189B in loans, and $223B in deposits as of March 31, 2026. Management highlights diversified growth engines across commercial, consumer, payments, and wealth businesses.

Financially, FY25 total revenue on a fully tax-equivalent basis is shown at $8.23B, with diluted EPS of $1.39 GAAP and $1.45 adjusted after $91M of notable items. Adjusted ROTCE of 16.4% and 19% tangible book value per share growth to $9.89 indicate strong profitability and capital accretion on the measures presented.

The presentation also emphasizes balance-sheet strength: an adjusted CET1 ratio of 9.2% within a stated 9–10% target range, liquidity coverage of uninsured deposits described as peer leading, and reserve and loss metrics consistent with a moderate-to-low risk appetite. Planned buybacks of $550M in 2026 and $1.1–$1.2B in 2027, together with a stated 3.9% dividend yield, outline a clear capital-return framework, while integration synergies from Veritex and Cadence are intended to support earnings momentum.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total assets: $285B Loans: $189B Deposits: $223B +5 more

8 metrics

Total assets $285B As of March 31, 2026 balance sheet size

Loans $189B End-of-period loan balance as of March 31, 2026

Deposits $223B End-of-period deposit balance as of March 31, 2026

FY25 total revenue (FTE) $8.231B FY25 total revenue on fully tax-equivalent basis

FY25 EPS GAAP / adjusted $1.39 / $1.45 per share Diluted EPS including and excluding notable items in FY25

Adjusted ROTCE 16.4% FY25 return on average tangible common equity, adjusted

Tangible book value per share $9.89 4Q25 TBV per share, up 19% year-over-year

Planned share repurchases $550M 2026; $1.1–$1.2B 2027 Programmatic common stock buyback expectations

Key Terms

Regulation FD, non-GAAP financial measures, Common Equity Tier 1, return on average tangible common shareholders’ equity, +2 more

6 terms

Regulation FD regulatory

"Item 7.01 Regulation FD Disclosure."

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

non-GAAP financial measures financial

"This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Common Equity Tier 1 financial

"Common Equity Tier 1 ratio A/C 9.3% 9.4% 10.2% 10.5% 10.4% 10.2%"

Common Equity Tier 1 is the highest-quality capital a bank holds—mainly common shares and retained profits—that acts as the primary cushion against losses. Investors use the CET1 level and ratio to judge a bank’s financial strength and regulatory standing: a bigger cushion means the bank is better able to absorb shocks, sustain payouts and borrow cheaply, much like an emergency fund for a household.

return on average tangible common shareholders’ equity financial

"Return on average tangible common shareholders’ equity B/A 15.7%"

operating leverage financial

"Operating Leverage A-C 0.7% Operating Leverage (Adjusted) B -D 2.9%"

Operating leverage measures how much a company's profits are affected by changes in sales volume. When a business has high operating leverage, small increases in sales can lead to much larger increases in profit, much like a lever amplifies force. It matters to investors because it indicates how sensitive a company's earnings are to fluctuations in sales, affecting risk and potential returns.

Understanding 8-K Material Events →

05/27/2026 - 04:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________________________________

FORM 8-K

_______________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 27, 2026

______________________________________________________________________________________________________________________________

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________________________________________________


Maryland	1-34073	31-0724920
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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))

_______________________________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each 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

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)

HBANM

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)

HBANL

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock)

HBANZ

The Nasdaq Stock Market LLC

Common Stock—Par Value $0.01 per Share

HBAN

The Nasdaq Stock Market LLC

Nasdaq Texas, LLC

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 2026 Sanford Bernstein Strategic Decisions Conference on Thursday, May 28, 2026. Steve Steinour, Chairman, President, and Chief Executive 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 website at www.huntington-ir.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.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements which are not historical facts and are subject to numerous assumptions, risks, estimates, and uncertainties that are beyond the control of Huntington. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, regulatory, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages; instability in global economic conditions and geopolitical conditions, including U.S. direct involvement in war and other conflicts, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as Federal Deposit Insurance Corporation ("FDIC") special assessments, long-term debt requirements and heightened capital requirements; potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; market perceptions of us and banks generally, including from the effects of social media; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System ("Federal Reserve"); volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; introduction of new competitive products, such as stablecoins, and new competitors such as financial technology companies and other “nontraditional” bank competitors; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the Securities and Exchange Commission ("SEC"), the Office of the Comptroller of the Currency, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, and state-level regulators; the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business; and other factors that may affect the future results of Huntington.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington updates one or more forward-looking statements, no inference should be drawn that Huntington will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. See also the other reports filed with the SEC, including discussions under the “Forward-Looking Statements” and “Risk Factors” of Huntington’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended March 31, 2026, as filed with the SEC and available on its website at www.sec.gov.

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.

SIGNATURE

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:

May 27, 2026

By:

/s/ Zachary Wasserman

Zachary Wasserman

Chief Financial Officer

Abundant Green R: 126 G: 207 B: 28 Dark Teal R: 3 G: 79 B: 84 Pastel Teal R: 184 G: 239 B: 228 Pastel Magenta R: 248 G: 224 B: 229 White R: 255 G: 255 B: 255 Prosperous Sage R: 0 G: 45 B: 42 Primary Palette Off-White R: 245 G: 245 B: 245 Highlight Green R: 177 G: 238 B: 44 Legacy Green R: 45 G: 130 B: 42 Light Teal R: 121 G: 222 B: 226 Deep Sage R: 33 G: 72 B: 70 Highlight Teal R: 58 G: 204 B: 223 Charts/Graphs Palette Pastel Magenta R: 248 G: 224 B: 229 Dark Magenta R: 80 G: 16 B: 89 Highlight Magenta R: 193 G: 22 B: 216 Capstone Blue R: 4 G: 30 B: 66 Deep Magenta R: 144 G: 5 B: 163 Second Palette 2026 Bernstein Strategic Decisions Conference Disclaimer 2 Caution Regarding Forward -Looking Statements The information contained or incorporated by reference in this presentation contains certain forward - looking statements, includi ng, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, estimates, and un cer tainties that are beyond the control of Huntington. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward - looking statements. Forward - looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward - looking statements are intended to be subject to the safe h arbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors w hic h could cause actual results to differ materially from those contained or implied in the forward - looking statements or historical performance: changes in general economic, political, regula tory, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages; instability in global econom ic conditions and geopolitical conditions, including U.S. direct involvement in war and other conflicts, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, res ults of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirement s and costs, such as Federal Deposit Insurance Corporation ("FDIC") special assessments, long -term debt requirements and heightened capital requirements; potential impacts to macroeconomi c conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows o f deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss o f value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; market perceptions of us and banks generally, includin g from the effects of social media; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Re serve System ("Federal Reserve"); volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricin g a nd services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our "Fair Play" banking philosophy; introduction of new competitive products, such as stablecoins, and new competitors, such as financial technology companies and other "nontraditional" bank competitors; ch anges in policies and standards for regulatory review of bank mergers; the nature, extent, timing and results of governmental actions, examinations, reviews, reforms, regulations and interpretations, including those related to the Dodd - Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the Securities and Exchange Commission ("SEC"), the Office of the Comptroller of the Currency, the Federal Reserve, the FDIC, the Consumer Financial Protection Bureau, and state - level regulators; the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business; and other fa cto rs that may affect the future results of Huntington. All forward - looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward - looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward - looking stateme nts to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward - looking statements that occur afte r the date the forward - looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington updates one or more forward - looking statements, no inference should be drawn that Huntington will make additional updates with respect to those or other forward - looking statements. As forward - looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. See also the other reports filed with the SEC, including discussions under the “Forward -Looking Statements” and “Risk Factors” of Huntington’s Annual Report on Form 10 -K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10 -Q, including for the quarter ended March 31, 2026, as filed with the SEC and available on its website at www.sec.gov. Use of Non -GAAP Financial Measures This document contains GAAP financial measures and non -GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non -GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconcilia tion to the comparable GAAP financial measure, can be found in this document, the financial supplement, conference call slides, or the Form 8 -K related to this document, all of wh ich can be found in the Investor Relations section of Huntington’s website, http://www.huntington.com.

Source: View Original Filing on SEC EDGAR

FAQ

What event is Huntington Bancshares (HBAN) discussing in this 8-K filing?

Huntington is sharing slides for its appearance at the 2026 Sanford Bernstein Strategic Decisions Conference. Chairman, President, and CEO Steve Steinour is scheduled to present to analysts and investors, and the furnished slides outline strategy, growth drivers, and recent financial performance.

What key balance sheet figures does Huntington Bancshares (HBAN) highlight?

The presentation cites $285 billion in assets, $189 billion in loans, and $223 billion in deposits as of March 31, 2026. These figures underscore its position as a scaled super-regional bank with sizeable commercial and consumer franchises across multiple states and sectors.

How did Huntington Bancshares (HBAN) perform financially in FY25?

For FY25, Huntington shows total revenue of $8.166 billion GAAP, or $8.231 billion on a fully tax-equivalent basis. Diluted EPS was $1.39 GAAP and $1.45 on an adjusted basis, reflecting $91 million of after-tax notable items excluded from the non-GAAP EPS measure.

What profitability metrics does Huntington Bancshares (HBAN) emphasize?

The bank emphasizes FY25 return on average tangible common equity of 15.7%, and 16.4% on an adjusted basis. It also notes 19% year-over-year growth in tangible book value per share to $9.89, highlighting capital accretion on both GAAP and non-GAAP frameworks.

What capital and risk metrics are presented for Huntington Bancshares (HBAN)?

Huntington reports a CET1 ratio of 10.4% and an adjusted CET1 ratio of 9.2% for FY25, targeting a 9–10% adjusted range. The slides also reference strong liquidity versus uninsured deposits and a moderate-to-low risk appetite supported by reserves and credit-loss metrics.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 42.1 KB

Huntington (NASDAQ: HBAN) outlines growth, earnings and capital returns at 2026 Bernstein conference

Rhea-AI Filing Summary

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