HUNTINGTON BANCSHARES INC /MD/

Veritex Acquisition

Effective October 20, 2025, Huntington completed its previously announced acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, whereby Veritex merged with and into Huntington, with Huntington as the surviving entity. Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of approximately $1.7 billion. As of September 30, 2025, Veritex had $12.8 billion in assets, including $9.6 billion in loans, and $10.8 billion in deposits.

Pending Acquisition of Cadence

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.

Reporting Update

During the fourth quarter of 2024, we updated the presentation of our reported deposit categories to align more closely with how we strategically manage our business. As a result, we now report our deposit composition in the following categories: (1) demand deposits - noninterest bearing, (2) demand deposits - interest bearing, (3) money market, (4) savings, and (5) time deposits. Prior period results have been adjusted to conform to the current presentation.

2025 3Q Form 10-Q 5

Financial Performance Review

Selected Financial Data

(1)Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred taxes and calculated assuming a 21% tax rate.

(2)On an FTE basis assuming a 21% tax rate.

(3)Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains.

6 Huntington Bancshares Incorporated

Summary of 2025 Third Quarter Results Compared to 2024 Third Quarter

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.

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.

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.

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.

Consolidated Balance Sheet and Capital Ratios as of September 30, 2025 Compared to Prior Year End

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%.

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.

General

Our general business objectives are to:

•Deliver our Culture, Purpose, and Vision through a Differentiated Operating Model;

•Build on our vision to be the leading People-First, Customer-Centered bank in the country;

•Deliver top quartile performance through sustainable long-term profitable growth;

•Differentiate our culture, brand, and customer experience through expanded product offerings to drive digital acquisition, deepening, and retention, and leveraging partnerships and technology to grow customers and market share;

•Leverage our regional banking model and national franchise to drive scale, growth, and expansion;

•Anticipate evolving customer needs to drive profitable growth;

•Maintain positive operating leverage and execute disciplined capital management; and

•Provide stability and resilience through disciplined risk management, while maintaining an aggregate moderate-to-low risk appetite.

2025 3Q Form 10-Q 7

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.

Economy

Despite persistent elevated levels of uncertainty, the market has demonstrated considerable resilience. Broad-based equity indices have been trading in proximity to record highs, while corporate credit spreads are near historically narrow levels. Tariffs continue to serve as a dynamic variable, with the potential to influence both the financial markets and the broader economic landscape.

At its September 2025 meeting, the Federal Reserve enacted a 25 basis point reduction in the federal funds rate, marking the first such adjustment since December 2024. Although inflation remains above the Federal Reserve’s stated 2% target and is not anticipated to fall below that threshold until 2028, the central bank cited a weakening labor market as a key reason for adopting a less restrictive monetary position.

Throughout 2025, the labor market has faced challenges, with the unemployment rate rising to 4.3%. The manufacturing sector, while experiencing mild contraction, has largely stabilized and is well-positioned to benefit from renewed investment and innovation. Meanwhile, the services sector continues to show slow and steady expansion, underscoring the economy’s underlying strength. Consumer spending has remained relatively robust, supported by strong demand, even as consumer debt and delinquency rates have increased. Collectively, these indicators suggest a transitional phase rather than a downturn, with many economists now anticipating a soft landing and a return to moderate GDP growth as fiscal and monetary policies begin to support renewed momentum.