DEF 14A: Huntington Bancshares: Strong 2025 Growth & Strategic Mergers
Proxy Statement
Huntington Bancshares reports a transformational 2025 with 11% revenue growth, significant organic loan and deposit expansion, and strategic mergers positioning it as a top-10 U.S. bank.
Summary
- 2025 was a transformational year for Huntington, marked by strong execution and peer-leading growth.
- Delivered 11% revenue growth and approximately $10 billion of organic loan growth in 2025.
- Generated approximately $5 billion of core deposit growth, driven by expanding primary bank relationships.
- Expanded branch network in North and South Carolina, grew business 23% organically in Texas, and brought middle-market banking to Florida.
- Announced key combinations with Veritex and Cadence, creating a powerful springboard for future growth and cementing position as a top-10 U.S. bank.
- Completed a transaction with Janney Montgomery Scott LLC to significantly expand capital markets platform.
- Continued investment in digital capabilities and AI implementations.
- Received third consecutive Outstanding rating for the Community Reinvestment Act in 2025.
- Community impact capital financed over 8,000 affordable housing units through approximately $1 billion in investments and loans.
- The Board proposes the election of 15 Directors at the 2026 Annual Meeting, including three new directors from the Cadence merger.
- Shareholders will vote on executive compensation and the ratification of PwC as the independent registered public accounting firm for 2026.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this filing as highly positive, reflecting strong financial performance, successful strategic execution through M&A and organic growth, and a clear future outlook, despite acknowledging general industry risks.
Positives
- 11% revenue growth year-over-year in 2025.
- Approximately $10 billion of organic loan growth in 2025, exceeding loan growth from combinations.
- Approximately $5 billion of core deposit growth in 2025.
- Expanded business 23% organically in Texas.
- Announced key combinations with Veritex and Cadence, cementing position as a top-10 U.S. bank and expanding franchise to 21 states.
- Completed transaction with Janney Montgomery Scott LLC to significantly expand capital markets platform.
- Continued investment in digital capabilities and AI implementations.
- Received third consecutive "Outstanding" rating for the Community Reinvestment Act in 2025.
- Community impact capital financed over 8,000 affordable housing units through approximately $1 billion in investments and loans.
- Adjusted EPS of $1.50, Adjusted PPNR Earnings Growth of 14.0%, and Adjusted Operating Leverage of 2.85% for 2025, exceeding targets for MIP funding.
- MIP funding approved at 149% of target, reflecting strong 2025 performance.
- 2022-2024 PSU cycle achieved 180% of target due to above-maximum relative ROTCE (75.6th percentile vs 55th target) and 20% award multiplier for incremental revenue.
- Total assets increased 10% to $225 billion at December 31, 2025, from $204 billion at December 31, 2024.
- Period-end total loans increased $19.6 billion, or 15.1%, year-over-year.
- Period-end total deposits increased $14.2 billion, or 8.7%, year-over-year.
- Year-end dividend yield of 3.6% based on last paid dividend rate.
- Strong credit performance with NCO Ratio of 0.23% and ACL Coverage of 1.83%.
- Certified as a Great Place to Work for the seventh consecutive year in 2025.
- Received a 100% score on the Corporate Equality Index 2025 by the Human Rights Campaign Foundation (11th consecutive year).
Risks
- Changes in general economic, political, regulatory, or industry conditions.
- Deterioration in business and economic conditions, including persistent inflation, supply chain issues, labor shortages, instability in global economic conditions and geopolitical matters, 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 FDIC special assessments, long-term debt requirements and heightened capital requirements, and 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 Federal Reserve.
- Volatility and disruptions in global capital, foreign exchange, and credit markets.
- Competitive pressures on product pricing and services.
- 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 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.
- Corporate Responsibility-based objectives, plans, targets, goals, and commitments are aspirational and considered forward-looking statements; as such, we make no guarantees or promises that they will be achieved or successfully executed.
Future Outlook
Huntington Bancshares aims for sustained growth over the longer term, leveraging its expanded franchise in 21 states, including high-growth markets in Texas and the South. The company plans to continue investing across all elements of its franchise, including digital capabilities and AI implementations, to expand customer reach, deepen relationships, and accelerate revenue growth. The company believes it has a compelling flywheel for value creation that will support peer-leading organic growth, fuel top-tier returns, and drive sustainable competitive advantage.
Management Comments
- "When looking back at 2025, it was a transformational year for Huntington marked by strong execution, peer-leading growth, and a focus on Our Purpose: making peoples lives better, helping businesses thrive, and strengthening the communities we serve."
- "Our results reflect our focused execution on our organic growth strategy and the power of our differentiated business model."
- "These combinations bring our full franchise to 21 states, connecting us with more than half of the U.S. population and opening the door to highgrowth markets across Texas and the South."
- "Our commitment to doing the right thing for all our constituents serves as a strategic driver for growth..."
- "Our outstanding financial results reflect the substantial investments we have made in our capabilities over the past several years, and we intend to continue investing across all elements of our franchise going forward."
- "We believe we have a compelling flywheel for value creation that will support our peer-leading organic growth, fuel top-tier returns, and drive sustainable competitive advantage."
- "We are grateful to all Huntington colleagues for their caring and efforts to support each other and our customers during this time of great change. Our colleagues went above and beyond in 2025 and have carried that energy, passion, and commitment to trust and care into 2026."
Industry Context
StockSavvy.ai notes that Huntington Bancshares' strategic moves in 2025, including significant organic growth and key mergers with Veritex and Cadence, position it strongly within a consolidating and competitive U.S. banking sector. The expansion into high-growth markets like Texas and the Carolinas, coupled with investments in digital and AI, aligns with broader industry trends of regional banks seeking scale and technological differentiation to compete with larger national players and emerging fintechs. The focus on community impact and strong CRA ratings also reflects an increasing industry emphasis on ESG factors and local engagement.
Comparison to Industry Standards
- Huntington Bancshares cemented its position as a top-10 U.S. bank following combinations with Veritex and Cadence, indicating strong competitive standing.
- Achieved "peer-leading growth" in 2025, suggesting performance superior to its peer group.
- Delivered "top-tier returns" and "sustainable competitive advantage," implying performance at or above the upper quartile compared to industry benchmarks.
- The 2022-2024 PSU cycle achieved relative ROTCE at the 75.6th percentile for its peer group (vs. 55th percentile target), demonstrating superior performance compared to its selected peer banks, which include Citizens Financial Group, Comerica, Fifth Third Bancorp, First Horizon Corporation, KeyCorp, M&T Bank Corporation, PNC Financial Services Group, Regions Financial Corporation, Truist Financial Corporation, U.S. Bancorp, and Zions Bancorporation.
- Huntington is the sixth largest equipment finance lender nationally, according to the Equipment Leasing & Financing Association, 2024, rank amongst bank-owned firms, including Huntington Technology Finance portfolio.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Vice Chairman of Huntington and Huntington Bank | NA | James D. (Dan) Rollins III | February 1, 2026 | Appointed following the Cadence Merger, previously Chairman and CEO of Cadence. |
| Director | NA | Virginia A. Hepner | February 1, 2026 | Appointed following the Cadence Merger, previously served on the Cadence Board. |
| Director | NA | Alice L. Rodriguez | February 1, 2026 | Appointed following the Cadence Merger, previously served on the Cadence Board. |
| Senior Executive Vice President | NA | Helga S. Houston | March 1, 2026 | Title change, ceased role as Chief Risk Officer. |
| Chief Risk Officer | Helga S. Houston | Senthilkumar Santhanakrishnan (Senthil Kumar) | March 1, 2026 | New appointment. |
| Senior Executive Vice President | NA | Senthilkumar Santhanakrishnan (Senthil Kumar) | February 16, 2026 | New appointment. |
| Director | Alanna Cotton | NA | April 16, 2025 | Service on the Board concluded after the 2025 Annual Meeting of Shareholders. |
| Director | Gina France | NA | April 16, 2025 | Service on the Board concluded after the 2025 Annual Meeting of Shareholders. |
| Director | J. Michael Hochschwender | NA | April 16, 2025 | Service on the Board concluded after the 2025 Annual Meeting of Shareholders. |
| Director | Richard King | NA | April 16, 2025 | Service on the Board concluded after the 2025 Annual Meeting of Shareholders. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Size and Composition | Board size increased from 12 to 15 Directors as part of the Cadence acquisition, adding three new members (Virginia A. Hepner, Alice L. Rodriguez, and James D. (Dan) Rollins III). | February 1, 2026 | Enhances Board's expertise in financial services and new markets, supporting strategic growth. |
| Committee Structure | Consolidated committees with the dissolution of the Community Development Committee, integrating its responsibilities into the NCG Committee and Risk Oversight Committee. | April 2025 | Simplified Board committee structure and provided for more efficient use of Board and management time and resources. |
| Committee Responsibilities | The NCG Committee is now responsible for Community Reinvestment Act, inclusion, community development, and government relations. The Risk Oversight Committee assumed fair lending responsibilities. | April 2025 | Streamlined oversight of Corporate Responsibility and risk management functions. |
| Committee Name Change | Simplified the NCG Committee's name from Nominating and Environmental, Social, and Governance Committee to Nominating and Corporate Governance Committee. | April 2025 | Reflects refined focus and responsibilities post-consolidation. |
| Director Leadership Development | Appointed new chairs to the HRCC and Technology Committee. | NA | Aims to develop Director leadership and enhance committee effectiveness. |
| New Committee Establishment | Established an Integration Oversight Committee to oversee the Cadence merger integration and conversion, with all independent Directors as members. | 2025 | Ensures dedicated oversight of complex merger integration risks and processes. |
| Director Compensation | Approved changes to Director compensation to align with market practices, with Annual Cash Retainer increase effective immediately and Annual Equity Retainer increase effective April 1, 2026. | July 2025 (Cash), April 1, 2026 (Equity) | Aims to attract and retain high-caliber talent and align Director interests with shareholders. |
| Recoupment Policy | Adopted a Financial Restatement Compensation Recoupment Policy in compliance with Rule 10D-1 of the Exchange Act, SEC regulations, and Nasdaq Rules. | October 2, 2023 | Strengthens accountability for executive officers in case of financial restatements. |
| Board Leadership Structure | Maintains a combined Chairman/CEO role (Stephen D. Steinour) counterbalanced by a strong independent Lead Director (David L. Porteous) with robust responsibilities. | Ongoing | Ensures unity of vision and strategy while maintaining distinct roles of daily operations and independent oversight. |
| Director Independence | 80% of Director nominees are independent; 100% of Audit Committee, HRCC, and NCG Committee members are independent. | Ongoing | Ensures strong independent oversight of company operations and governance. |
| Director Retirement Policy | Mandatory Director retirement age of 75 years, with exceptions possible for specific expertise, valuable industry knowledge, unique relationships, or significant institutional knowledge. | Ongoing | Balances the need for board refreshment with retaining experienced and highly qualified individuals. |
| Insider Trading and Hedging Policy | Prohibition on Director and executive officer hedging and pledging of Huntington stock. | Ongoing | Reinforces alignment of interests between executives/directors and shareholders, preventing speculative or conflicting transactions. |
| Stock Ownership Guidelines | Stock ownership guidelines: 10X salary for CEO, 3X for other NEOs. | Ongoing | Aligns management's long-term interests with those of shareholders. |
Related Party Transactions
- Paul McMahon, son-in-law of Director David L. Porteous, is employed by Huntington Bank as a Senior Vice President and Commercial Credit Administration Manager. His 2025 compensation totaled $438,563, plus benefits. This transaction was approved according to the Related Party Transactions Policy.
- Loans to Directors and executive officers and their related interests are made and approved pursuant to Federal Reserves Regulation O, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers, and have not involved more than the normal risk of collectability or presented other unfavorable features.
Stakeholder Impact
- Shareholders: Strong financial performance (11% revenue growth, peer-leading loan/deposit growth, top-tier ROTCE), strategic M&A for future growth, robust corporate governance, and alignment of executive compensation with shareholder value.
- Employees (Colleagues): Commitment to a caring and inclusive culture, significant training hours (over 500,000 in 2025), recognized as a "Great Place to Work" for 7th consecutive year, and strong cultural alignment indicated by engagement survey (over 82% recommend Huntington).
- Customers: Focus on "people-first, customer-centered" banking, expansion of branch network and middle-market capabilities, integrated partnerships for new fintech solutions, and enhanced commercial payments platform.
- Communities: Received "Outstanding" CRA rating, $40 billion commitment to Community Plan (exceeded through 2025), financed over 8,000 affordable housing units with $1 billion in investments/loans, and nearly 30,000 volunteer hours by colleagues.
- Regulatory Authorities: Adherence to strong corporate governance, risk management framework, and compliance with regulatory requirements (e.g., CRA, Federal Reserve Regulation YY for risk management expert).
Next Steps
- 2026 Annual Meeting of Shareholders on April 22, 2026, to vote on Director elections, executive compensation, and auditor ratification.
- HRCC to certify results and determine final values for 2023-2025 PSU awards in Q1 2026.
- Issuance of 2025 Corporate Responsibility Report and 2025 Climate Report later in the year.
- Continued investment across all elements of the franchise, including digital capabilities and AI implementations.
- Ongoing shareholder outreach and engagement throughout the year.
Key Dates
| Date | Description |
|---|---|
| December 1, 2012 | Stephen D. Steinour's initial employment agreement entered into. |
| December 31, 2013 | Retirement Plan and SRIP frozen to new benefits accrual. |
| May 31, 2024 | Side letter with Gary Torgow for advisory services dated. |
| October 2, 2023 | Financial Restatement Compensation Recoupment Policy effective date. |
| October 26, 2025 | Letter Agreement with James D. (Dan) Rollins III for advisory services dated. |
| December 31, 2024 | End of the 2022-2024 PSU performance cycle. |
| January 21, 2025 | Due date for late Form 4 filings for Messrs. Diaz-Granados, Neu, Phelan, Sit and Mses. Cotton, Crane, Shea. |
| March 7, 2025 | Due date for late Form 4 filings for Messrs. Dhingra, Kleinman, Kowalski, Lawlor, Nateri, Steinour, Wasserman and Mses. Houston, Maloney. |
| April 16, 2025 | 2025 Annual Meeting of Shareholders, after which four directors left the Board. |
| May 1, 2025 | Grants of deferred stock units made to directors; shares released for 2022-2024 PSU performance cycle. |
| July 6, 2025 | Due date for late Form 4 filing for Mr. Kleinman. |
| July 2025 | HRCC and Board approved changes to Director compensation. |
| October 21, 2025 | Directors received cash payments in lieu of incremental equity award increase. |
| December 31, 2025 | Fiscal year-end for financial performance reported; end of 2023-2025 PSU performance cycle. |
| January 2026 | HRCC certified 2025 MIP performance. |
| January 26, 2026 | Directors received cash payments in lieu of incremental equity award increase. |
| February 1, 2026 | Cadence Merger closing date; three new directors (James D. (Dan) Rollins III, Virginia A. Hepner, Alice L. Rodriguez) welcomed to the Board; James D. (Dan) Rollins III became Vice Chairman of Huntington and Huntington Bank. |
| February 13, 2026 | Huntington's Annual Report on Form 10-K for 2025 filed with the SEC. |
| February 16, 2026 | Senthilkumar Santhanakrishnan became Senior Executive Vice President. |
| February 24, 2026 | Record Date for shareholders entitled to vote at the 2026 Annual Meeting. |
| March 1, 2026 | Helga S. Houston's title changed to Senior Executive Vice President; Senthilkumar Santhanakrishnan became CRO. |
| March 12, 2026 | Proxy Statement first made available to shareholders. |
| April 1, 2026 | Annual Equity Retainer increase for Directors effective. |
| April 17, 2026 | Deadline for beneficial holders to obtain and submit a signed legal proxy for the annual meeting. |
| April 22, 2026 | 2026 Annual Meeting of Shareholders to be held virtually at 2:00 p.m. Eastern Time. |
| June 9, 2027 | Expiration of Gary Torgow's side letter for advisory services. |
| December 31, 2027 | End of the 2025 PSU performance measurement period. |
| February 22, 2027 | Deadline for shareholder notice to solicit proxies for director nominees (SEC Rule 14a-19). |
| December 31, 2028 | Stephen D. Steinour's employment agreement term ends. |
| November 12, 2026 | Deadline for shareholder proposals for 2027 Proxy Statement (SEC Rule 14a-8). |
| October 13, 2026 | Earliest date for advance notice of shareholder proposals for 2027 Annual Meeting (Bylaws). |
Recommendation
strong buyThe filing details robust financial performance in 2025, including significant revenue, loan, and deposit growth, coupled with strategic mergers that expand market reach and solidify its position as a top-10 U.S. bank. The company demonstrates strong execution, effective risk management, and a commitment to shareholder value through performance-aligned executive compensation and superior ROTCE relative to peers. These factors, combined with continued investment in digital capabilities and a positive future outlook, suggest strong potential for continued growth and value creation.
Keywords
Huntington Bancshares, Banking, Financial Services, Proxy Statement, Corporate Governance, Executive Compensation, Mergers and Acquisitions, Loan Growth, Deposit Growth, Revenue Growth, Risk Management, Digital Transformation, AI Implementation, Community Reinvestment Act, Shareholder Meeting
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.