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 2Q 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 Second Quarter Results Compared to 2025 Second Quarter

For thesecond quarter of 2026, we reported net income attributable to Huntington of$727 million, or$0.33 per

diluted common share, compared with$536 million, or$0.34 per diluted common share, in the year-ago quarter.

Thesecond quarter of 2026 reported net income was impacted by$152 million, or$116 million after tax, of

acquisition-related expenses, which reduced diluted earnings by$0.06 per common share, while thesecond quarter

of 2025 was impacted by $6 million of staffing efficiencies expense, partially offset by $3 million of favorable FDIC

Deposit Insurance Fund special assessment adjustments, which combined reduced diluted earnings on an after tax

basis by $0.01 per common share.

Net interest income was$2.1 billion for thesecond quarter of 2026, anincrease of$585 million, or 40%, from

the year-agoquarter. FTE net interest income, a non-GAAP financial measure, increased $589 million, or 40%, from

the year-ago quarter. Theincrease in FTE net interest income primarily reflected a$67.5 billion, or 35%, increase in

average earning assets and a 10 basis point increase in the FTE NIM to 3.21%, partially offset by a$53.0 billion, or

35%, increase in average interest-bearing liabilities. The increases in average earning assets and average 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

interest earning assets.

The provision for credit losses was$132 million in thesecond quarter of 2026, anincrease of$29 million, or

28%, from the year-ago quarter, with the increase driven by loan growth and higher NCOs in the current year

quarter, partially offset by a lower overall reserve coverage, and fluctuations in the provision for unfunded

commitments. NCOs were$119 million and represented 0.25% of average loans and leasesin thesecond quarter of

2026, compared to$66 million, or 0.20% of average loans and leases, in the year-ago quarter.

Noninterest income was$785 million in thesecond quarter of 2026, anincrease of$314 million, or 67%, from

the year-ago quarter. The increase in noninterest income was driven byincreases across all major noninterest

income categories, in part due to the impact from the Cadence and Veritex acquisitions. Noninterest expense,

inclusive of the impact from the Cadence and Veritex acquisitions, was$1.8 billion in thesecond quarter of 2026, an

increase of$612 million, or 51%, from the year-ago quarter. The increase in noninterest expense was primarily

driven by$152 million of acquisition-related expenses and other impacts from the Cadence and Veritex acquisitions.

Consolidated Balance Sheet, Credit Quality, and Capital Ratios as of June 30, 2026 Compared to Prior Year End

Total assets at June 30, 2026 were$284.0 billion, anincrease of$58.9 billion, or 26%, 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, goodwill resulting from the Cadence acquisition, and organic loan

growth. Total liabilities at June 30, 2026 were$251.3 billion, anincrease of$50.6 billion, or 25%, 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.

NPAs totaled$1.6 billion at June 30, 2026, an increase of$667 million, or 71%, from December 31, 2025, with

the increase due to $295 million of NPAs assumed in the Cadence acquisition and additional increases in commercial

and industrial, commercial real estate, and residential mortgage NALs. The ACL was$3.4 billion, or 1.78% of total

loans and leases, at June 30, 2026, an increase of$638 million compared to$2.7 billion, or 1.83% of total loans and

leases, at December 31, 2025. Theincrease in the ACL was driven by the ACL recorded for loans acquired in the

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

ratio.

Our shareholders’ equity to total assets ratio was 11.5% at June 30, 2026, compared to 10.8% at December 31,

2025. Thetangible common equity to tangible assets ratio, a non-GAAP measure, was 7.1% at both June 30, 2026

and 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 common share repurchases, a decline in AOCI, and an

increase in tangible assets. The CET1 risk-based capital ratio was 10.0% at June 30, 2026, compared to 10.4% at

December 31, 2025, with the decrease driven by higher risk-weighted assets, 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 2Q 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 strong execution, supported by growth in our legacy organization and the

successful integrations of Cadence and Veritex. Our robust liquidity, capital, and credit profiles allowed us to

continue to invest in deepening existing customer relationships, adding new business, and expanding our capabilities

and expertise. Credit performance remained strong, consistent with our aggregate moderate-to-low risk appetite.

Our balance sheet remains a source of strength, as demonstrated by the results of the recent CCAR stress test. With

our differentiated super regional bank model, which combines national expertise with local delivery, we continue to

accelerate organic growth across our core footprint and expansion markets, while remaining focused on driving our

proven flywheel of value creation to deliver sustained growth and long-term value for our customers, colleagues,

and shareholders.

Economy

Economic conditions during the second quarter proved resilient despite continued uncertainty tied to the U.S.-

Iran conflict. Consumer spending, business investment, and continued investment in artificial intelligence and

infrastructure supported economic activity, while geopolitical developments in the Middle East, elevated energy

prices, and increasing inflation expectations impacted business and consumer confidence. Labor market conditions

remained relatively stable, with continued payroll growth and unemployment remaining near historically low levels.

The Federal Reserve maintained its current monetary stance during the quarter, resulting in interest rates

remaining elevated relative tohistorical levels. Persistent inflation alongside a solid labor market shifted market

expectations away from rate cuts and toward a potential rate increase in thesecond half of the year.

Economic growth expectations remain positive, although risks persist related to inflation, monetary policy,

geopolitical developments, and broader economic conditions.

8 Huntington Bancshares Incorporated