HUNTINGTON BANCSHARES INC /MD/

Veritex and Cadence Acquisitions

Effective October 20, 2025, Huntington completed the 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 $1.7 billion.

Effective February 1, 2026, Huntington completed the acquisition of Cadence Bank (“Cadence”), a regional bank

headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington

National Bank, with Huntington National Bank as the surviving bank. Upon completion of the merger, Huntington

issued 462 million shares of its common stock to Cadence shareholders of record as of the merger date, in addition

to the conversion of certain Cadence equity awards into Huntington equity awards. Further, each outstanding share

of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive one

depositary share representing 1/1000 of a share of a newly created 5.50% Series L Non-Cumulative Perpetual

Preferred Stock of Huntington. Consideration from the transaction totaled$8.3 billion.

Historical periods reflect results of legacy Huntington operations. Subsequent to the closing of each respective

acquisition, results reflect combined post-acquisition activity. For further information on the Veritex and Cadence

acquisitions, refer to Note 3 - “Business Combinations” of the Notes to Unaudited Consolidated Financial

2026 1Q 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, which represents a non-GAAP measure. 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)Calculated on an FTE basis, which represents a non-GAAP measure, 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

(losses), which represents a non-GAAP measure.

6 Huntington Bancshares Incorporated

Summary of 2026 First Quarter Results Compared to 2025 First Quarter

For thefirst quarter of 2026, we reported net income attributable to Huntington of$523 million, or$0.25 per

diluted common share, compared with$527 million, or$0.34 per diluted common share, in the year-ago quarter.

Thefirst quarter of 2026 reported net income was impacted by$263 million, or$210 million after tax, of acquisition-

related expenses and$8 million, or$6 million after tax, of CECL initial provision expense related to the Cadence

acquisition, which reduced diluted earnings by$0.12 per common share.

Net interest income was$1.9 billion for thefirst quarter of 2026, anincrease of$465 million, or 33%, from the

year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $469 million, or 33%, from the

year-ago quarter. Theincrease in FTE net interest income primarily reflected a$50.7 billion, or 27%, increase in

average earning assets and a 14 basis point increase in the FTE NIM to 3.24%, partially offset by a$40.1 billion, or

27%, increase in average interest-bearing liabilities. The increases in average earning assets and interest-bearing

liabilities were attributable to a combination of the Cadence and Veritex acquisitions, as well as organic growth. The

NIM increase was primarily due to a decrease in funding costs, partially offset by a decrease in yields on earning

assets.

The provision for credit losses increased $43 million, or 37%, from the year-ago quarter to$158 million in the

first quarter of 2026. The ACLincreased $890 million from the year-ago quarter to$3.4 billion, or 1.78% of total

loans and leases, in thefirst quarter of 2026, compared to$2.5 billion, or 1.87% of total loans and leases, for the

year-ago quarter. Theincrease in the ACL was driven by the ACL recorded for loans acquired in the Cadence and

Veritex transactions, in addition to loan and lease growth, partially offset by a decrease in the overall ACL coverage

ratio.

Noninterest income, inclusive of the impact from the Cadence and Veritex acquisitions, was$682 million, an

increase of$188 million, or 38%, from the year-ago quarter. The increase in noninterest income was driven by

increases across all major noninterest income categories. Noninterest expense, inclusive of the impact from the

Cadence and Veritex acquisitions, was$1.8 billion, anincrease of$622 million, or 54%, from the year-ago quarter.

The increase in noninterest expense was primarily due to$263 million of acquisition-related expenses, in addition to

higher personnel costs, outside data processing and other services, and amortization of intangibles.

Consolidated Balance Sheet and Capital Ratios as of March 31, 2026 Compared to Prior Year End

Total assets at March 31, 2026 were$285.4 billion, anincrease of$60.3 billion, or 27%, compared to

December 31, 2025. Theincrease in total assets was primarily driven by$51.3 billion of assets acquired as a result of

the completion of the Cadence acquisition, an increase in interest-earning deposits with banks, goodwill resulting

from the Cadence acquisition, and organic loan growth. Total liabilities at March 31, 2026 were$252.8 billion, an

increase of$52.1 billion, or 26%, compared to December 31, 2025. Theincrease in total liabilities was primarily

driven by$46.5 billion of liabilities assumed as a result of the completion of the Cadence acquisition, additional

short- and long-term borrowings, and organic deposit growth.

The tangible common equity to tangible assets ratio, a non-GAAP measure, was 7.0% at March 31, 2026, down

slightly compared to 7.1% at December 31, 2025, as an increase in tangible common equity from current period

earnings, net of dividends, and the impact of the Cadence acquisition, were offset by a decline in AOCI, common

share repurchases, and an increase in tangible assets. The CET1 risk-based capital ratiowas 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 an increase in regulatory capital from current period earnings, net of

dividends.

2026 1Q Form 10-Q 7

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.

Our quarterly results reflect continued progress across our organic growth initiatives, supported by the

combination of existing and new business, and our partnerships with Cadence and Veritex. Driven by our robust

liquidity, capital, and credit, we continued to invest in building existing business relationships, adding new

relationships, and expanding capabilities and expertise through both geographic expansion and the addition of new

commercial verticals. Credit continues to perform well, consistent with our aggregate moderate-to-low risk appetite.

Our differentiated super regional bank model, which combines national expertise with local delivery, has enabled us

to accelerate organic growth across our core footprint and expand new markets and verticals, while we remain

focused on driving our proven flywheel of value creation to deliver profitable growth and long-term value for our

customers, colleagues, and shareholders.

Economy

Economic conditions in the first quarter brought uncertainty, including global energy constraints related to U.S.

military action in the Middle East contributing to increased market volatility. Labor market conditions softened

further but did not sharply deteriorate. Payroll growth has been volatile month‑to‑month, reflecting strikes, weather

effects, and revisions, but underlying trends point to a low‑hire, low‑fire environment. Nonfarm payrolls declined in

February before rebounding in March, while the unemployment rate remained in the 4.3%–4.4% range. U.S.

economic activity in the first quarter remained resilient but uneven, supported by consumer spending and continued

investment tied to artificial intelligence and infrastructure, even as policy uncertainty and elevated energy prices

weighed on confidence.

The FOMC maintained the federal funds rate at 3.50%–3.75% in both of its first‑quarter meetings, noting

uncertainty regarding the economic effects of geopolitical events. At its March meeting, FOMC participants

projected one rate cut in 2026, while market consensus currently has none projected for the remainder of this year.

The Federal Reserve has indicated that the current federal funds rate is nearing a neutral level.

Recession risk indicators remain elevated, amid persistent energy-driven inflation pressures, softened job

growth, and ongoing geopolitical instability.

Regulatory Update

On March 19, 2026, the federal banking agencies issued a series of proposed rulemakings intended to modernize

the U.S. regulatory capital framework applicable to banking organizations of all sizes. The proposals are intended to

streamline regulatory capital requirements, enhance risk sensitivity, and better align capital levels with institutions’

underlying business models, while maintaining overall safety and soundness. For Category III and Category IV

banking organizations, such as Huntington and the Bank, the proposals focus primarily on (i) revisions to the

standardized approach for calculating risk‑based capital ratios, including a new loan‑to‑value-based framework for

residential mortgages, reduced risk weights for corporate and retail exposures, and a uniform 250% risk weight for

mortgage servicing assets rather than threshold‑based deductions, and (ii) requiring banking organizations to

recognize most elements of AOCI associated with unrealized gains and losses on certain securities in their regulatory

capital, subject to a five‑year transition period. Huntington and the Bank would have the option under the proposals

to apply the expanded risk-based approach, which would be required for Category I and II banking organizations

under the proposals, in lieu of the revised standardized approach. We are in the process of evaluating these

proposed rulemakings and their potential effects on Huntington and the Bank.

8 Huntington Bancshares Incorporated