HUNTINGTON BANCSHARES INC /MD/

Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite

to support the Bank’s operations, absorb unanticipated losses and declines in asset values, and provide protection to

uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing

appropriate returns to our shareholders. We manage regulatory capital and shareholders’ equity at the Bank and on

a consolidated basis. We have an active program for managing capital, and we maintain a comprehensive process

for assessing our overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board

and ROC that we believe are useful for evaluating capital adequacy and making capital decisions. In addition to as-

reported regulatory capital and tangible common equity metrics, we also actively monitor other measures of capital,

such as tangible common equity including the mark-to-market impact on HTM securities and CET1 including the

impact of AOCI excluding cash flow hedges. We believe our current levels of both regulatory capital and

shareholders’ equity are adequate.

28 Huntington Bancshares Incorporated

The following table presents certain regulatory capital information at both the consolidated and Bank level.

At March 31, 2026, Huntington and the Bank maintained capital ratios in excess of the well-capitalized standards

established by the Federal Reserve. Our consolidated CET1 risk-based capital ratio was 10.2% at March 31, 2026,

compared to 10.4% at December 31, 2025, with the decrease driven by the impact of the Cadence acquisition and

share repurchases, partially offset by current period earnings, net of dividends. The Bank CET1 risk-based capital

ratio of 12.0% increased approximately 30 basis points from year-end driven by a$780 million capital contribution

from the parent, which the Bank in turn used to redeem its outstanding preferred stock held by the parent, and net

income, partially offset by the impact of the Cadence acquisition.

We are authorized to make capital distributions that are consistent with the requirements in the Federal

Reserve’s capital rule, including the SCB requirement. Our SCB requirement is 2.5%.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share

repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our

objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to

meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business

opportunities.

Shareholders’ equity totaled$32.5 billion at March 31, 2026, anincrease of$8.2 billion, or 34%, when compared

with December 31, 2025. Theincrease was primarily driven by$8.3 billion of common and preferred equity issued as

consideration for the Cadence acquisition, in addition toearnings, net of dividends and share repurchases, partially

offset by a reduction inaccumulated other comprehensive income driven by changes in interest rates.

Share Repurchases

From time to time, our Board of Directors authorizes the Company to repurchase shares of our common stock.

Although we announce when our Board authorizes share repurchases, we typically do not give any public notice

before we repurchase our shares at any particular time. Share repurchases may include open market purchases,

through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by

the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or

otherwise, and is subject to the Federal Reserve’s capital regulations. The timing of repurchases will be discretionary

and depend on several factors, including the macroeconomic and interest rate environment, the pace of loan

growth, and other factors.

2026 1Q Form 10-Q 29

On April 16, 2025, our Board approved the repurchase of up to $1.0 billion of common shares with no expiration

date. During thethree months ended March 31, 2026, we repurchased 9.0 million shares totaling$150 million. As of

March 31, 2026, we had$850 million of common shares available for repurchase under this authorization.

On April 22, 2026, our Board approved a new share repurchase authorization of up to $3.0 billion of our

common shares with no expiration date, replacing the previous repurchase authorization.