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Huntington Bancshares 8-K Report, Regulation FD Disclosure (Feb 9, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed February 9, 2026
Period End
February 9, 2026
In the record · 2016–202610-K1110-Q338-K254

HBAN filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 254 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Aug ’16Aug ’16
  2. Leadership change8-K · Jun ’19Jun ’19
  3. Material agreement8-K · Aug ’21Aug ’21
  4. Leadership change8-K · Apr ’24Apr ’24

01—Abstract

Summary

Summary of the 8-K filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.

Huntington Bancshares Incorporated ("Huntington") filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish presentation slides for its participation at the 2026 UBS Financial Services Conference on Tuesday, February 10, 2026, where Chairman, President and CEO Steve Steinour and CFO Zach Wasserman are scheduled to present.

The filing itself contains no new financial results; the substance is in Exhibit 99.1, which the filing states are presentation slides furnished, not filed, for purposes of Section 18 of the Exchange Act. The slides highlight 2025 results: adjusted EPS of $1.45a (up 16%, against GAAP EPS of $1.39, up 14%), revenue (FTE) of $8,231 million, adjusted operating leverage of 2.9%, a net charge-off ratio of 0.23%, tangible book value per share growth of 19% to $9.89, and adjusted ROTCE of 16.4%. Management guides to 2026 revenue of $11.3 billion to $11.4 billion on a pro forma basis including Cadence, a pro forma noninterest expense range of $6.4 billion to $6.6 billion, and expected 2027 EPS of $1.90 to $1.93, with an ROTCE target of 18% to 19% and an efficiency ratio of about 53%.

The slides also reference the pending and recent acquisitions of Veritex (VBTX), Cadence (CADE) and Janney, including expected cost synergies (for example, $435 millionb run-rate by 2027 and more than $500 million cumulative over three years) and purchase accounting accretion expected to reduce pre-tax net income by $59 million in FY26 and $52 million in FY27. Investors should weigh the synergy and integration assumptions against the stated forward-looking statement risks, which include integration problems, deposit outflows and regulatory changes.

02—Key points

Key Highlights

  1. Regulation FD furnishing: Huntington furnished presentation slides (Exhibit 99.1) for its February 10, 2026 appearance at the UBS Financial Services Conference; the slides are not deemed filed under Section 18 of the Exchange Act.
  2. 2025 results: GAAP diluted EPS of $1.39 (up 14%) and adjusted EPS of $1.45 (up 16%); total revenue (FTE) of $8,231 million versus $7,438 million in 2024.
  3. Profitability: adjusted ROTCE of 16.4% and reported ROTCE of 15.7% for FY25; tangible book value per share rose to $9.89 at 4Q25 from $8.33 at 4Q24.
  4. 2026 guidance (pro forma): revenue of $11.3 billion to $11.4 billion and noninterest expense of $6.4 billion to $6.6 billion, including Cadence.
  5. 2027 targets: EPS of $1.90 to $1.93, ROTCE of 18% to 19%, efficiency ratio of about 53%, and operating leverage of 500 to 600 bps.
  6. Acquisition integration: cost synergies of $435 million run-rate by 2027 (CADE $365 million by 4Q26; VBTX $70 million by 2Q26), with revenue synergies of $300 million or more run-rate by 2028.
  7. Purchase accounting: pre-tax net impact of $(59) million in FY26 and $(52) million in FY27, reflecting Cadence, Veritex and TCF.

03—Questions

Frequently Asked Questions

  1. Does this 8-K disclose new financial results?

    No. Item 7.01 furnishes presentation slides for the UBS Financial Services Conference on February 10, 2026. The slides summarize 2025 results and provide 2026 and 2027 outlook, but the filing itself does not announce new quarterly results.

  2. What are Huntington's 2027 earnings and return targets?

    The slides expect 2027 EPS of $1.90 to $1.93, ROTCE of 18% to 19%, an efficiency ratio of about 53%, and operating leverage of 500 to 600 bps. Management notes EPS guidance is adjusted for changes to the purchase accounting accretion outlook.

  3. How do the Cadence, Veritex and Janney acquisitions factor into the outlook?

    The slides show pro forma 2026 revenue of $11.3 billion to $11.4 billion and noninterest expense of $6.4 billion to $6.6 billion, include about $1.1 billion of Cadence revenue for one month of CADE in 2026 forecasts, and expect $435 million of run-rate cost synergies by 2027. Revenue synergies are expected to partially offset lower purchase accounting accretion in 2026 and 2027.

  4. What risks does the filing identify?

    The filing's cautionary statements cite general economic and market conditions, interest rate movements, deposit outflows that could force securities sales at a loss, cybersecurity, regulatory changes, and the possibility that acquisition benefits are not realized when expected or at all, including due to integration problems.

  5. Where can investors find the presentation?

    The slides are attached as Exhibit 99.1 and are also available in the Investor Relations section of Huntington's website at www.huntington-ir.com.

04—Continue

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