HUNTINGTON BANCSHARES INC /MD/

Previous wording

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we are committed to making people’s lives better, helping businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking and financial services. These include, but are not limited to, payments, mortgage banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. As of June 30, 2025, our 971 full-service branches and private client group offices are located in Ohio, Colorado, Florida, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, South Carolina, West Virginia, and Wisconsin. We also maintain a local banking presence in Texas and conduct select financial services and other activities in other states.

Current wording

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we are committed to making people’s lives better, helping businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking and financial services. These include, but are not limited to, payments, mortgage banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. As of September 30, 2025, our 972 full-service branches and private client group offices are located in Ohio, Colorado, Florida, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, South Carolina, West Virginia, and Wisconsin. We also maintain a local banking presence in Texas and conduct select financial services and other activities in other states.

Previous wording

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. This MD&A provides only material updates to the MD&A included in our 2024 Annual Report on Form 10-K, and therefore, should be read in conjunction with that report. This MD&A should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited Consolidated Financial Statements, and other information contained in this report.

Current wording

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. This MD&A provides only material updates to the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”), and therefore, should be read in conjunction with the 2024 Annual Report on Form 10-K. This MD&A should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited Consolidated Financial Statements, and other information contained in this report.

Previous wording

On July 14, 2025, Huntington announced entry into a definitive merger agreement with Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, whereby Veritex will merge with and into Huntington, with Huntington as the surviving entity. Under the terms of the agreement, Huntington will issue 1.95 shares for each outstanding share of Veritex in a 100% stock transaction. Based on Huntington’s closing price of $17.39 as of July 11, 2025, the consideration is valued at approximately $1.9 billion. As of June 30, 2025, Veritex had $12.5 billion in assets, including $9.5 billion in loans, and $10.4 billion in deposits. The merger is expected to close in the fourth quarter of 2025, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and the approval of the definitive merger agreement by the Veritex stockholders.

Current wording

On October 27, 2025, Huntington announced entry into a definitive merger agreement with The Huntington National Bank, Huntington’s wholly owned subsidiary bank, and Cadence Bank (“Cadence”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence will merge with and into The Huntington National Bank, with The Huntington National Bank as the surviving bank. Under the terms of the agreement, Huntington will issue 2.475 shares for each outstanding share of Cadence in a 100% stock transaction. Based on Huntington’s closing price of $16.07 as of October 24, 2025, the consideration is valued at approximately $7.4 billion. Each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence will be converted into the right to receive 1/1000 of a share of a newly created series of preferred stock of Huntington. As of September 30, 2025, Cadence had $53 billion in assets, including $37 billion in loans, and $44 billion in deposits. The merger is expected to close in the first quarter of 2026, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and the approval of the definitive merger agreement by the Huntington and Cadence shareholders.

Previous wording

Summary of 2025 Second Quarter Results Compared to 2024 Second Quarter

Current wording

Summary of 2025 Third Quarter Results Compared to 2024 Third Quarter

Previous wording

For the second quarter of 2025, we reported net income of $536 million, or $0.34 per diluted common share, compared with $474 million, or $0.30 per diluted common share, in the year-ago quarter. The second quarter of 2025 reported net income was impacted by an approximately $900 million investment securities repositioning, which decreased pre-tax net income by $58 million, or $46 million after tax.

Current wording

For the third quarter of 2025, we reported net income of $629 million, or $0.41 per diluted common share, compared with $517 million, or $0.33 per diluted common share, in the year-ago quarter.

Previous wording

Net interest income was $1.5 billion for the second quarter of 2025, an increase of $155 million, or 12%, from the year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $158 million, or 12%, from the year-ago quarter. The increase in FTE net interest income primarily reflected a $13.0 billion, or 7%, increase in average earning assets and a 12 basis point increase in the FTE NIM to 3.11%, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The NIM increase was primarily due to net hedging activity and a decrease in cost of funding, partially offset by a decrease in yields on earning assets.

Current wording

Net interest income was $1.5 billion for the third quarter of 2025, an increase of $155 million, or 11%, from the year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $159 million, or 12%, from the year-ago quarter. The increase in FTE net interest income primarily reflected a 15 basis point increase in the FTE NIM to 3.13% and a $10.8 billion, or 6%, increase in average earning assets, partially offset by a $10.1 billion, or 7%, increase in average interest-bearing liabilities. The NIM increase was primarily due to a decrease in cost of funding, partially offset by a decrease in yields on earning assets and net hedging activity.

Previous wording

The provision for credit losses increased $3 million, or 3%, from the year-ago quarter to $103 million in the second quarter of 2025. The ACL increased $92 million from the year-ago quarter to $2.5 billion, or 1.86% of total loans and leases, in the second quarter of 2025, compared to $2.4 billion, or 1.95% of total loans and leases, for the year-ago quarter.

Current wording

The provision for credit losses increased $16 million, or 15%, from the year-ago quarter to $122 million in the third quarter of 2025. The ACL increased $126 million from the year-ago quarter to $2.6 billion, or 1.86% of total loans and leases, in the third quarter of 2025, compared to $2.4 billion, or 1.93% of total loans and leases, for the year-ago quarter.

Previous wording

Noninterest income was $471 million, a decrease of $20 million, or 4%, from the year-ago quarter, primarily due to the $58 million loss on sale of investment securities and a decrease in leasing revenue, partially offset by increases in wealth and asset management revenue, customer deposit and loan fees, payments and cash management revenue, and capital markets and advisory fees. Noninterest expense was $1.2 billion, an increase of $80 million, or 7%, from the year-ago quarter, primarily due to higher personnel costs and outside data processing and other services.

Current wording

Noninterest income was $628 million, an increase of $105 million, or 20%, from the year-ago quarter, driven by a $24 million gain on the sale of a portion of our trust and custody business, included within other noninterest income, and increases in payments and cash management revenue, capital markets and advisory fees, customer deposit and loan fees, and wealth and asset management revenue. Noninterest expense was $1.2 billion, an increase of $116 million, or 10%, from the year-ago quarter, primarily due to higher personnel costs and outside data processing and other services, in addition to $14 million of Veritex acquisition-related expenses recognized during the current year quarter.

Previous wording

Total assets at June 30, 2025 were $207.7 billion, an increase of $3.5 billion, or 2%, compared to December 31, 2024. The increase in total assets was primarily driven by increases in loans and leases of $4.9 billion, or 4%, and investment securities of $1.1 billion, or 2%, partially offset by a decrease in interest-earning deposits with banks of $2.5 billion, or 21%. Total liabilities at June 30, 2025 were $186.8 billion, an increase of $2.3 billion, or 1%, compared to December 31, 2024. The increase in total liabilities was primarily driven by increases in long-term debt of $1.1 billion, or 7%, and total deposits of $932 million, or 1%.

Current wording

Total assets at September 30, 2025 were $210.2 billion, an increase of $6.0 billion, or 3%, compared to December 31, 2024. The increase in total assets was primarily driven by increases in loans and leases of $7.9 billion, or 6%, partially offset by a decrease in investment securities of $1.9 billion, or 4%. Total liabilities at September 30, 2025 were $187.9 billion, an increase of $3.5 billion, or 2%, compared to December 31, 2024. The increase in total liabilities was primarily driven by increases in total deposits of $2.8 billion, or 2%, and long-term debt of $941 million, or 6%.

Previous wording

The tangible common equity to tangible assets ratio increased to 6.6% at June 30, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from current period earnings, net of dividends, and an improvement in AOCI. The CET1 risk-based capital ratio was 10.5% at both June 30, 2025 and December 31, 2024, as current period earnings, net of dividends, were offset by an increase in risk-weighted assets.

Current wording

The tangible common equity to tangible assets ratio increased to 6.8% at September 30, 2025, compared to 6.1% at December 31, 2024, primarily due to an increase in tangible common equity from year-to-date earnings, net of dividends, and an improvement in AOCI, partially offset by an increase in tangible assets. The CET1 risk-based capital ratio was 10.6% at September 30, 2025, compared to 10.5% at December 31, 2024, with an increase in regulatory capital from year-to-date earnings, net of dividends, partially offset by an increase in risk-weighted assets.

Previous wording

Our quarterly results reflect the continued execution of our growth strategy and leveraging the strength of our balance sheet, highlighted by growth in loans and average deposits, continued expansion of our net interest income, and strong performance in fee revenue. Our credit continues to perform well, driven by our ongoing disciplined approach to managing credit quality consistent with our aggregate moderate-to-low risk appetite. We remain focused on delivering profitable growth and driving value for our shareholders and believe Huntington is well positioned to manage through the evolving economic outlook.

Current wording

Our quarterly results reflect the strength of our differentiated operating model with growth investments and continued execution of our core strategies, including leveraging the strength of our balance sheet, highlighted by growth in loans and average deposits, continued expansion of our net interest income, and strong performance in fee revenue. Our credit continues to perform well, driven by our ongoing disciplined approach to managing credit quality consistent with our aggregate moderate-to-low risk appetite. Our approach of combining national expertise with local delivery has enabled us to accelerate organic growth across our core footprint and expand new markets and verticals, while remaining focused on delivering profitable growth and driving value for our shareholders. We believe Huntington is well positioned to outperform through a range of potential economic and interest rate scenarios.

Previous wording

Net interest income for the second quarter of 2025 increased $155 million, or 12%, from the second quarter of 2024. FTE net interest income, a non-GAAP financial measure, for the second quarter of 2025 increased $158 million, or 12%, from the second quarter of 2024. The increase in FTE net interest income primarily reflects a $13.0 billion, or 7%, increase in average earning assets and a 12 basis point increase in the FTE NIM to 3.11%, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities. The higher NIM was driven by net hedging activity and a lower cost of funds, partially offset by a decrease in yields on earning assets.

Current wording

Net interest income for the third quarter of 2025 increased $155 million, or 11%, from the third quarter of 2024. FTE net interest income, a non-GAAP financial measure, for the third quarter of 2025 increased $159 million, or 12%, from the third quarter of 2024. The increase in FTE net interest income primarily reflected a 15 basis point increase in the FTE NIM to 3.13% and a $10.8 billion, or 6%, increase in average earning assets, partially offset by a $10.1 billion, or 7%, increase in average interest-bearing liabilities. The higher NIM was driven by lower cost of funds, partially offset by a decrease in yields on earning assets and net hedging activity.

Previous wording

Average assets for the second quarter of 2025 were $207.9 billion, an increase of $13.3 billion, or 7%, from the second quarter of 2024, primarily due to increases in average loans and leases of $9.8 billion, or 8%, average total securities of $1.9 billion, or 4%, and average interest-earning deposits with banks of $1.1 billion, or 10%. The increase in average loans and leases was driven by growth in average commercial loans and leases of $6.7 billion, or 10%, and average consumer loans of $3.1 billion, or 6%.

Current wording

Average assets for the third quarter of 2025 were $209.7 billion, an increase of $11.4 billion, or 6%, from the third quarter of 2024, primarily due to an increase in average loans and leases of $11.4 billion, or 9%. The increase in average loans and leases was driven by growth in average commercial loans and leases of $8.5 billion, or 12%, and average consumer loans of $2.9 billion, or 5%.

Previous wording

Average liabilities for the second quarter of 2025 increased $12.0 billion, or 7%, from the second quarter of 2024, primarily due to increases in average deposits of $9.9 billion, or 6%, and in average total borrowings of $2.7 billion, or 16%. Average deposits increased due to an increase in average interest-bearing deposits of $10.2 billion, or 8%, partially offset by a decrease in noninterest-bearing deposits of $385 million, or 1%. The increase in average interest-bearing deposits was primarily due to increases in average money market and interest-bearing demand deposits, partially offset by a decrease in average time deposits. The increase in average total borrowings was driven by holding company and bank debt issuances and CLN transactions over the last year.

Current wording

Average liabilities for the third quarter of 2025 increased $10.2 billion, or 6%, from the third quarter of 2024, primarily due to increases in average deposits of $8.3 billion, or 5%, and in average total borrowings of $2.0 billion, or 12%. The increase in average deposits included an increase in average interest-bearing deposits of $8.1 billion, or 6%, and an increase in noninterest-bearing deposits of $208 million, or 1%. The increase in average interest-bearing deposits was primarily due to increases in average money market and interest-bearing demand deposits, partially offset by a decrease in average time deposits. The increase in average total borrowings was driven by holding company and bank debt issuances and CLN transactions over the last year.

Previous wording

Average shareholders’ equity for the second quarter of 2025 increased $1.3 billion, or 7%, from the second quarter of 2024, primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss driven by changes in the interest rate environment, partially offset by the fourth quarter 2024 redemption of series E preferred stock.

Current wording

Average shareholders’ equity for the third quarter of 2025 increased $1.2 billion, or 6%, from the third quarter of 2024, primarily due to earnings, net of dividends, and improvement in average accumulated other comprehensive income driven by changes in the interest rate environment.

Previous wording

Net interest income for the first six-month period of 2025 increased $294 million, or 11%, from the year-ago period. FTE net interest income, a non-GAAP financial measure, for the first six-month period of 2025 increased $299 million, or 11%, from the year-ago period. The increase in FTE net interest income reflected an 11 basis point increase in the FTE NIM to 3.11% and a $13.8 billion, or 8%, increase in average total earning assets, partially offset by a $14.0 billion, or 10%, increase in interest-bearing liabilities. The higher NIM was driven by net hedging activity and a lower cost of funds, partially offset by the decrease in yields on earning assets.

Current wording

Net interest income for the first nine-month period of 2025 increased $449 million, or 11%, from the year-ago period. FTE net interest income, a non-GAAP financial measure, for the first nine-month period of 2025 increased $458 million, or 11%, from the year-ago period. The increase in FTE net interest income reflected a 12 basis point increase in the FTE NIM to 3.12% and a $12.8 billion, or 7%, increase in average total earning assets, partially offset by a $12.7 billion, or 9%, increase in interest-bearing liabilities. The higher NIM was driven by a lower cost of funds and an increase in average earning assets, partially offset by the decrease in yields on earning assets and an increase in average interest-bearing liabilities.

Previous wording

Average assets for the first six-month period of 2025 were $206.5 billion, an increase of $14.0 billion, or 7%, from the year-ago period, primarily due to increases in average loans and leases of $9.4 billion, or 8%, total securities of $2.8 billion, or 7%, and interest-earning deposits with banks of $1.5 billion, or 14%. The increase in average loans and leases included growth in average commercial loans and leases of $6.2 billion, or 9%, and average consumer loans of $3.1 billion, or 6%.

Current wording

Average assets for the first nine-month period of 2025 were $207.6 billion, an increase of $13.2 billion, or 7%, from the year-ago period, primarily due to increases in average loans and leases of $10.1 billion, or 8%, and total securities of $1.8 billion, or 4%. The increase in average loans and leases included growth in average commercial loans and leases of $7.0 billion, or 10%, and average consumer loans of $3.1 billion, or 6%.

Previous wording

Average liabilities for the first six-month period of 2025 increased $13.0 billion, or 8%, from the year-ago period, primarily due to increases in average deposits of $10.4 billion, or 7%, and in average total borrowings of $3.0 billion or 19%. Average deposits increased due to an increase in average interest-bearing deposits of $11.0 billion, or 9%, partially offset by a decrease in noninterest-bearing deposits of $674 million, or 2%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and demand deposits, partially offset by decreases in time and savings deposits. The increase in average total borrowings was driven by an increase in long-term FHLB advances, debt issuances, and auto loan securitization and CLN transactions used to support asset growth.

Current wording

Average liabilities for the first nine-month period of 2025 increased $12.1 billion, or 7%, from the year-ago period, primarily due to increases in average deposits of $9.7 billion, or 6%, and in average total borrowings of $2.6 billion or 16%. Average deposits increased due to an increase in average interest-bearing deposits of $10.1 billion, or 8%, partially offset by a decrease in noninterest-bearing deposits of $377 million, or 1%. The increase in average interest-bearing deposits was primarily driven by increases in average money market deposits and demand deposits, partially offset by a decrease in time deposits. The increase in average total borrowings was driven by an increase in long-term FHLB advances, debt issuances, and auto loan securitization and CLN transactions used to support asset growth.

Previous wording

Average shareholders’ equity for the first six-month period of 2025 increased $1.0 billion, or 5%, from the year-ago period primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss, partially offset by the series E preferred stock redemption.

Current wording

Average shareholders’ equity for the first nine-month period of 2025 increased $1.1 billion, or 6%, from the year-ago period primarily due to earnings, net of dividends and improvement in average accumulated other comprehensive income, partially offset by the 2024 series E preferred stock redemption.

Previous wording

Noninterest income for the second quarter of 2025 was $471 million, a decrease of $20 million, or 4%, from the year-ago quarter. Net gains (losses) on sales of securities for the second quarter of 2025 included $58 million of net loss on the sale of securities as a result of corporate debt securities repositioning. Leasing revenue decreased $9 million, or 47%, primarily due to lower operating lease income and income on terminated leases. Partially offsetting these decreases, wealth and asset management revenue increased $12 million, or 13%, primarily due to increases in trust and investment management income. Customer deposit and loan fees increased $12 million, or 14%, primarily due to higher loan commitment fees. Payments and cash management revenue increased $11 million, or 7%, driven by higher merchant acquiring and cash management revenue. Capital markets and advisory fees increased $11 million, or 15%, primarily due tocommercial loan production related activities.

Current wording

Noninterest income for the third quarter of 2025 was $628 million, an increase of $105 million, or 20%, from the year-ago quarter. Other noninterest income increased $35 million, or 106%, primarily due to a $24 million gain on the sale of a portion of our trust and custody business. Payments and cash management revenue increased $16 million, or 10%, driven by higher merchant acquiring and cash management revenue. Capital markets and advisory fees increased $16 million, or 21%, primarily due to higher syndication and advisory fees. Customer deposit and loan fees increased $16 million, or 19%, primarily due to higher loan commitment fees. Wealth and asset management revenue increased $11 million, or 12%, primarily due to higher trust and investment management income.

Previous wording

Noninterest income for the first six-month period of 2025 increased $7 million, or 1%, from the year-ago period. Wealth and asset management revenue increased $25 million, or 14%, reflecting higher trust and investment management account income. Capital markets and advisory fees increased $22 million, or 17%, primarily due tocommercial loan production related activities. Customer deposit and loan fees increased $21 million, or 13%, primarily reflecting higher loan commitment and deposit fees. Payments and cash management revenue increased $20 million, or 7%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue. Partially offsetting these increases, net gains (losses) on sales of securities included $58 million of net loss on sale of securities as a result of corporate debt securities repositioning, and leasing revenue decreased $17 million, or 41%, driven by lower operating lease income and income on terminated leases.

Current wording

Noninterest income for the first nine-month period of 2025 increased $112 million, or 8%, from the year-ago period. Capital markets and advisory fees increased $38 million, or 18%, primarily due to higher syndication fees and commercial loan production related activities. Customer deposit and loan fees increased $37 million, or 15%, primarily reflecting higher loan commitment fees. Payments and cash management revenue increased $36 million, or 8%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue. Wealth and asset management revenue increased $36 million, or 13%, reflecting higher trust and investment management account income. Other noninterest income increased $29 million, or 34%, primarily due to a $24 million gain on the sale of a portion of our trust and custody business. Partially offsetting these increases, net gains (losses) on sales of securities included $58 million of net loss on sale of securities as a result of corporate debt securities repositioning in the second quarter of 2025, and leasing revenue decreased $13 million, or 22%, driven by lower operating lease income.

Previous wording

Noninterest expense for the second quarter of 2025 was $1.2 billion, an increase of $80 million, or 7%, from the year-ago quarter. Personnel costs increased $59 million, or 9%, primarily due to higher incentive compensation and salary expense. Outside data processing and other services increased $17 million, or 10%, primarily due to higher technology and data expense.

Current wording

Noninterest expense for the third quarter of 2025 was $1.2 billion, an increase of $116 million, or 10%, from the year-ago quarter. Noninterest expense for the third quarter of 2025 included $14 million of Veritex acquisition-related expenses, primarily within professional services. Personnel costs increased $73 million, or 11%, primarily due to higher incentive compensation and salary expense. Outside data processing and other services increased $31 million, or 19%, primarily due to higher technology and data expense.

Previous wording

Noninterest expense for the first six-month period of 2025 increased $95 million, or 4%, from the year-ago period. Personnel costs increased $91 million, or 7%, primarily due to increases in incentive compensation and salary expense, partially offset by a decline in benefits expense. Outside data processing increased $21 million, or 6%, primarily due to higher technology and data expense. Net occupancy increased $11 million, or 10%, largely due to an increase in building services expense. Partially offsetting these increases, deposit and other insurance expense decreased $22 million, or 28%, primarily due to $38 million of additional expense attributable to the FDIC DIF special assessment recognized in the first six-month period of 2024, partially offset by non-recurring adjustments to FDIC insurance expense recognized in the first six-month period of 2025.

Current wording

Noninterest expense for the first nine-month period of 2025 increased $211 million, or 6%, from the year-ago period. Personnel costs increased $164 million, or 8%, primarily due to increases in incentive compensation and salary expense, partially offset by a decline in benefits expense. Outside data processing increased $52 million, or 10%, primarily due to higher technology and data expense. Partially offsetting these increases, deposit and other insurance expense decreased $28 million, or 30%, primarily due to a $6 million benefit, compared to $31 million of additional expense, attributable to the ongoing adjustments related to the FDIC DIF special assessment recognized in the first nine-month periods of 2025 and 2024, respectively.

Previous wording

The provision for income taxes in the second quarter of 2025 was $96 million, compared to $106 million in the second quarter of 2024. The provision for income taxes for the six-month periods ended June 30, 2025 and June 30, 2024 was $218 million and $192 million, respectively. All periods included the benefits from general business credits, tax-exempt income, tax-exempt bank-owned life insurance income, and investments in qualified affordable housing projects. The effective tax rate for the second quarter of 2025 and second quarter of 2024 was 15.0% and 18.2%, respectively. The effective tax rates for the six-month periods ended June 30, 2025 and June 30, 2024 were 16.8% and 17.5%, respectively. The decrease in the effective tax rate in the second quarter of 2025, compared to the second quarter of 2024, and the six-month period ended June 30, 2025, compared to June 30, 2024, related primarily to the remeasurement of deferred tax assets for changes in certain state tax laws which were enacted in the second quarter of 2025.

Current wording

The provision for income taxes in the third quarter of 2025 was $133 million, compared to $116 million in the third quarter of 2024. The provision for income taxes for the nine-month periods ended September 30, 2025 and September 30, 2024 was $351 million and $308 million, respectively. All periods included the benefits from general business credits, tax-exempt income, tax-exempt bank-owned life insurance income, and investments in qualified affordable housing projects. The effective tax rates for the third quarter of 2025 and third quarter of 2024 were 17.4% and 18.2%, respectively. The effective tax rates for the nine-month periods ended September 30, 2025 and September 30, 2024 were 17.0% and 17.8%, respectively. The decrease in the effective tax rate in the third quarter of 2025, compared to the third quarter of 2024, and the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, related primarily to increased benefits from general business credit and the benefits of capital losses recognized.

Previous wording

The net federal deferred tax asset was $674 million, and the net state deferred tax asset was $106 million at June 30, 2025.

Current wording

The net federal deferred tax asset was $712 million, and the net state deferred tax asset was $107 million at September 30, 2025.

Previous wording

Our Risk Governance Framework and Risk Appetite Statement are foundational to our risk management program. The Risk Governance Framework defines the three lines of defense structure, roles, responsibilities, and requirements. The Risk Appetite Statement is approved by our Board and defines the level and types of risks we are willing to assume to achieve our corporate objectives through defined risk limits for the seven key risk categories to which we are exposed: credit, market, liquidity, operational, compliance, strategic, and reputation. More information on our risk management can be found in Item 1A Risk Factors, the Risk Factors section included in Item 1A of our 2024 Annual Report on Form 10-K, and subsequent filings with the SEC. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented in the 2024 Annual Report on Form 10-K.

Current wording

Our Risk Governance Framework and Risk Appetite Statement are foundational to our risk management program. Risk Governance Framework defines the three lines of defense structure, roles, responsibilities, and requirements. The Risk Appetite Statement is approved by our Board and defines the level and types of risks we are willing to assume to achieve our corporate objectives through defined risk limits for the seven key risk categories to which we are exposed: credit, market, liquidity, operational, compliance, strategic, and reputation. More information on our risk management can be found in Item 1A Risk Factors, the Risk Factors section included in Item 1A of our 2024 Annual Report on Form 10-K, and subsequent filings with the SEC. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented in the 2024 Annual Report on Form 10-K.

Previous wording

At June 30, 2025, our loans and leases totaled $135.0 billion, representing a $4.9 billion, or 4%, increase compared to $130.0 billion at December 31, 2024.

Current wording

At September 30, 2025, our loans and leases totaled $138.0 billion, representing a $7.9 billion, or 6%, increase compared to $130.0 billion at December 31, 2024.

Previous wording

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. There are no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC and is used to ensure a high quality, well-diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk appetite. Changes to existing concentration limits, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics, require the approval of the ROC prior to implementation.

Current wording

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. As of September 30, 2025, there were no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC and is used to ensure a high quality, well-diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low risk appetite. Changes to existing concentration limits and incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics require the approval of the ROC prior to implementation.

Previous wording

(2) Amounts include $4.0 billion and $4.2 billion of auto dealer services loans at June 30, 2025 and December 31, 2024, respectively.

Current wording

(2) Amounts include $4.1 billion and $4.2 billion of auto dealer services loans at September 30, 2025 and December 31, 2024, respectively.

Previous wording

Our CRE portfolio totaled $10.7 billion at June 30, 2025, a decrease of $380 million, or 3%, compared to December 31, 2024. The CRE portfolio had an associated allowance coverage of 3.9% and 4.3% at June 30, 2025 and December 31, 2024, respectively.

Current wording

Our CRE portfolio totaled $10.7 billion at September 30, 2025, a decrease of $346 million, or 3%, compared to December 31, 2024. The CRE portfolio had an associated allowance coverage of 3.9% and 4.3% at September 30, 2025 and December 31, 2024, respectively.

Previous wording

With declines in demand and property values of office space across the country, the office sector continues to be an area of uncertainty. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.5 billion, or 1% of total loans and leases, as of June 30, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024. We have established ACL reserves of approximately 11% for our CRE office portfolio as of both June 30, 2025 and December 31, 2024. As of June 30, 2025, there was $15 million of outstanding balances in the office portfolio that were 30 or more days past due.

Current wording

With declines in demand and property values of office space across the country, the office sector continues to be an area of uncertainty. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.4 billion, or 1% of total loans and leases, as of September 30, 2025, compared to $1.6 billion, or 1% of total loans and leases, at December 31, 2024. We have established ACL reserves of approximately 11% for our CRE office portfolio at both September 30, 2025 and December 31, 2024. As of September 30, 2025, there was $15 million of outstanding balances in the office portfolio that were 30 or more days past due.

Previous wording

Credit quality performance in the second quarter of 2025 reflected NCOs of $66 million, or 0.20% of average total loans and leases, annualized, a decrease of $24 million, compared to $90 million, or 0.29%, in the year-ago quarter. The decrease reflects a $26 million decrease in commercial NCOs to $31 million, partially offset by a $2 million increase in consumer NCOs to $35 million in the second quarter of 2025. NPAs increased from December 31, 2024 by $30 million, or 4%, primarily driven by increases in commercial and industrial, commercial real estate, and residential mortgage of $32 million, $20 million, and $10 million, respectively, partially offset by a $31 million decrease in other NPAs.

Current wording

Credit quality performance in the third quarter of 2025 reflected NCOs of $75 million, or 0.22% of average total loans and leases, annualized, a decrease of $18 million, compared to $93 million, or 0.30%, in the year-ago quarter. The decrease reflects an $18 million decrease in commercial NCOs to $36 million in the third quarter of 2025. NPAs decreased from December 31, 2024 by $1 million, which included a $28 million decrease in other NPAs, partially offset by increases in residential mortgage of $14 million and commercial real estate of $13 million.

Previous wording

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, the impacts of U.S. trade policies, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes. While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact that specific challenges will have on the economy remains unknown.

Current wording

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, the impacts of U.S. trade policies including tariffs, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes. While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact that specific challenges will have on the economy remains unknown.

Previous wording

The most significant risk profiles the Company maintains at June 30, 2025 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio. The business banking risk profile addresses a modestly upward trend in default rates resulting from higher interest rates and inflationary impacts on business banking customers. The office portfolio risk profile addresses concerns relating to higher interest rates, upcoming maturities, falling property values, and uncertainty about demand for office space.

Current wording

The most significant risk profiles the Company maintains at September 30, 2025 relate to business banking loans within the C&I portfolio and office loans within the CRE portfolio. The business banking risk profile addresses a modest upward trend in default rates resulting from the current interest rate environment and inflationary impacts on business banking customers. The office portfolio risk profile addresses concerns relating to the current interest rate environment, upcoming maturities, falling property values, and uncertainty about demand for office space.

Previous wording

At June 30, 2025, the ACL was $2.5 billion, or 1.86% of total loans and leases, compared to $2.4 billion, or 1.88%, at December 31, 2024. The increase in the ACL was driven by loan and lease growth, partially offset by a slight reduction in the ACL coverage ratio. The ACL coverage ratio at June 30, 2025 is reflective of the current macro-economic forecast and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

Current wording

At September 30, 2025, the ACL was $2.6 billion, or 1.86% of total loans and leases, compared to $2.4 billion, or 1.88%, at December 31, 2024. The increase in the ACL was driven by loan and lease growth, partially offset by a modest reduction in the ACL coverage ratio. The ACL coverage ratio at September 30, 2025 is reflective of the current macroeconomic forecast and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

Previous wording

NCOs were an annualized 0.20% of average loans and leases in the second quarter of 2025, down from 0.29% in the year-ago quarter, largely due to the net recoveries in commercial real estate loans in the current quarter. NCOs for commercial loans and leases were lower, with annualized commercial loan and lease NCOs of 0.16% in the second quarter of 2025, compared to 0.33% in the year-ago quarter. Annualized consumer loan NCOs of 0.25% in the second quarter of 2025 increased slightly compared to 0.24% in the year-ago quarter.

Current wording

NCOs were an annualized 0.22% of average loans and leases in the third quarter of 2025, down from 0.30% in the year-ago quarter, largely due to the decrease in NCOs in commercial and industrial loans and net recoveries in commercial real estate loans in the current quarter. NCOs for commercial loans and leases were lower, with annualized commercial loan and lease NCOs of 0.18% in the third quarter of 2025, compared to 0.31% in the year-ago quarter. Annualized consumer loan NCOs of 0.27% in the third quarter of 2025 decreased slightly compared to 0.28% in the year-ago quarter.

Previous wording

NCOs were an annualized 0.23% of average loans and leases for the first six-month period of 2025, down from 0.30% in the year ago period largely due to net recoveries in commercial real estate loans in the current period. NCOs for the commercial loans and leases were lower, with annualized commercial loan and lease NCOs of 0.20% in the current period, compared to 0.33% in the year-ago period. Annualized consumer loan NCOs of 0.27% in the current period increased slightly compared to 0.26% in the year-ago period.

Current wording

NCOs were an annualized 0.23% of average loans and leases for the first nine-month period of 2025, down from 0.30% in the year ago period largely due to net recoveries in commercial real estate loans in the current period. NCOs for the commercial loans and leases were lower, with annualized commercial loan and lease NCOs of 0.20% in the current period, compared to 0.32% in the year-ago period. Annualized consumer loan NCOs of 0.27% were consistent with the year-ago period.

Previous wording

In measuring the financial risks associated with interest rate sensitivity in our balance sheet, we compare a set of alternative interest rate scenarios to the results of a base case scenario derived using market forward rates. The market forward rates reflect the market consensus regarding the future level and slope of the yield curve across a range of tenor points. The standard set of interest rate scenarios includes two types: “shock” scenarios, which are immediate parallel rate shifts, and “ramp” scenarios, where the parallel shift is applied gradually over the first 12 months of the forecast on a pro-rata basis. In both shock and ramp scenarios with falling rates, we presume that market rates will not go below 0%. The scenarios include all executed interest rate risk hedging activities. Forward-starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon.

Current wording

In measuring the financial risks associated with interest rate sensitivity in our balance sheet, we compare a set of alternative interest rate scenarios to the results of a base case scenario derived using market forward rates. The market forward rates reflect the general market consensus regarding the future level and slope of the yield curve across a range of tenor points. The standard set of interest rate scenarios includes two types: “shock” scenarios, which are immediate parallel rate shifts, and “ramp” scenarios, where the parallel shift is applied gradually over the first 12 months of the forecast on a pro-rata basis. In both shock and ramp scenarios with falling rates, we presume that market rates will not go below 0%. The scenarios include all executed interest rate risk hedging activities. Forward-starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon.

Previous wording

A key driver of our interest rate risk profile is our interest-bearing deposit repricing sensitivity assumptions to changes in interest rates, otherwise known as deposit beta. In addition, our interest expense is impacted by the composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits. Accordingly, we consider the impacts from both interest-bearing and noninterest-bearing deposits on our total deposit beta. Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) was 38%.

Current wording

A key driver of our interest rate risk profile is our interest-bearing deposit repricing sensitivity assumptions to changes in interest rates, otherwise known as deposit beta. In addition, our interest expense is impacted by the composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits. Accordingly, we consider the impacts from both interest-bearing and noninterest-bearing deposits on our total deposit beta. Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total deposit beta (total cost of deposits) was 32%.

Previous wording

EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of assets and liabilities, including derivative exposures, using a wide range of scenarios. The EVE results included in the table below reflects select immediate -200, -100, +100, and +200 basis point parallel “shock” scenarios from the yield curve term points at the specific point in time that EVE sensitivity is measured.

Current wording

EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of assets and liabilities, including derivative exposures, using a wide range of scenarios. The EVE results included in the table below presents select immediate -200, -100, +100, and +200 basis point parallel “shock” scenarios from the yield curve term points at the specific point in time that EVE sensitivity is measured.