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HUNTINGTON BANCSHARES INC /MD/

For the period ended Sep 30, 2026. Filed Oct 27, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 27, 2026

HBANL$24.77+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 1064 previous paragraphs and 1035 current paragraphs.

664 unchanged; 228 reworded; 137 added; 156 removed; 16 previous and 6 current paragraphs rearranged.

Tables are not compared: 28 previous and 29 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (137)

Current report

approximately$1.7 billion.

Current report

2026 3Q Form 10-Q 5

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favorably impacted by $24 million from the gain on sale of a portion of our corporate trust and custody business and

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$6 million FDIC DIF special assessment adjustments, partially offset by $14 million of acquisition-related expenses,

Current report

year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $567 million, or 37%, from the

Current report

average earning assets and a 12 basis point increase in the FTE NIM to 3.25%, partially offset by a$48.5 billion, or

Current report

The provision for credit losses was$123 million in thethird quarter of 2026, anincrease of$1 million, or 1%,

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offset by a lower overall reserve coverage. NCOs were$146 million and represented 0.31% of average loans and

Current report

Noninterest income was$722 million in thethird quarter of 2026, anincrease of$94 million, or 15%, from the

Current report

acquisition-related expenses and higher base expenses from the Cadence and Veritex acquisitions.

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NPAs totaled$1.7 billion at September 30, 2026, an increase of$777 million, or 82%, from December 31, 2025,

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overall ACL coverage ratio.

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2026 3Q Form 10-Q 7

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•Deepen customer relationships through advice-driven local delivery of national capabilities and

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broader product offerings;

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•Generate sustainable long-term profitable growth across our regional and national businesses;

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•Invest in technology, data, automation, and digital capabilities to enhance the customer experience,

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improve efficiency, and support scalable growth;

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strategic investment;

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•Leverage our scaled regional banking franchise, expanded geographic footprint, and national

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specialty businesses to drive diversified growth;

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•Deploy capital prudently to support organic growth and deliver long-term shareholder returns; and

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•Maintain financial strength and resilience through disciplined risk, liquidity and capital management,

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while adhering to an aggregate moderate-to-low risk appetite.

Current report

Our quarterly results reflect disciplined execution in an evolving operating environment, driven by growth across

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our core business and the successful integrations of Cadence and Veritex. We remain strategically well positioned,

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with a scaled and diversified franchise, multiple growth engines, and the achievement of partner synergies. Our

Current report

strong liquidity, capital, and credit profiles continue to provide the flexibility to invest in deepening customer

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relationships, expanding our capabilities and expertise, and supporting sustainable organic growth. Credit

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robust earnings, tangible book value growth, and long-term shareholder value through disciplined growth, prudent

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risk management, and continued investment in our franchise.

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The U.S. economy remained resilient in the third quarter, supported by solid consumer spending, business

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investment, and continued spending on artificial intelligence and related infrastructure. The labor market remained

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Middle East and elevated energy prices weighed on confidence, but strong household and corporate balance sheets

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helped sustain growth.

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Interest rates moved sharply higher during the quarter as persistent inflation and durable economic strength led

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investors to price in a higher path for policy rates. In September, the Federal Reserve raised the federal funds target

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range by 25 basis points to 3.75%–4.00%, its first rate increase since July 2023. Markets continue to price in the

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possibility of further tightening before year-end.

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Previous report

2026 2Q Form 10-Q 5

Previous report

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

Previous report

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

Previous report

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

Previous report

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

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

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

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

Previous report

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

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

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2026 2Q Form 10-Q 7

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

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

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•Differentiate our culture, brand, and customer experience through expanded product offerings to

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drive digital acquisition, deepening, and retention, and leveraging partnerships and technology to

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grow customers and market share;

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

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•Anticipate evolving customer needs to drive profitable growth;

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•Provide stability and resilience through disciplined risk management, while maintaining an aggregate

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moderate-to-low risk appetite.

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Our quarterly results reflect continued strong execution, supported by growth in our legacy organization and the

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

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

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

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

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

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and shareholders.

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

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

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

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

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

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

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

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

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geopolitical developments, and broader economic conditions.

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2026 2Q Form 10-Q 9

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Net interest income for thesecond quarter of 2026 increased $585 million, or 40%, from thesecond quarter of

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and services. As of June 30, 2026, we operated over 1,400 branches in 21 states, with our Commercial and Vehicle

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and services. As of September 30, 2026, we operated approximately 1,400 branches in 21 states, with our

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Finance businesses delivering expertise nationally.

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Commercial and Vehicle Finance businesses delivering expertise nationally.

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In this MD&A werefer to FTE net interest income and FTE total revenue and the efficiency and tangible common

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In this MD&A we refer to FTE net interest income and FTE total revenue and the efficiency and tangible common

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the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $1.7 billion.

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the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of

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

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

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Summary of 2026 Second Quarter Results Compared to 2025 Second Quarter

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Summary of 2026 Third Quarter Results Compared to 2025 Third Quarter

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

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For thethird quarter of 2026, we reported net income attributable to Huntington of$721 million, or$0.33 per

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

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diluted common share, compared with$629 million, or$0.41 per diluted common share, in the year-ago quarter.

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

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Thethird quarter of 2026 reported net income was impacted by$117 million, or$92 million after tax, of acquisition-

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

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related expenses, which reduced diluted earnings by$0.05 per common share, while thethird quarter of 2025 was

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basis by $0.01 per common share.

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which, together, increased diluted earnings on an after tax basis by $0.01 per common share.

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

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Net interest income was$2.1 billion for thethird quarter of 2026, anincrease of$563 million, or 37%, from the

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

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year-ago quarter. Theincrease in FTE net interest income primarily reflected a$62.5 billion, or 32%, increase in

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

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31%, increase in average interest-bearing liabilities. The increases in average earning assets and average interest-

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

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growth. The NIM increase was primarily due to a decrease in deposit rates, partially offset by a decrease in yields on

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

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from the year-ago quarter, with the impact of loan growth and higher NCOs in the current year quarter partially

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

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leasesin thethird quarter of 2026, compared to$75 million, or 0.22% of average loans and leases, in the year-ago

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

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year-ago quarter. Theincrease in noninterest income was driven byincreases across all major fee revenue

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

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

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

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the impact from the Cadence and Veritex acquisitions, was$1.8 billion in thethird quarter of 2026, anincrease of

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

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$526 million, or 42%, from the year-ago quarter. Theincrease in noninterest expense was primarily driven by

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

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

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Total assets at June 30, 2026 were$284.0 billion, anincrease of$58.9 billion, or 26%, compared to

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Total assets at September 30, 2026 were$287.8 billion, anincrease of$62.7 billion, or 28%, compared to

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

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growth. Total liabilities at September 30, 2026 were$255.6 billion, anincrease of$54.9 billion, or 27%, compared to

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result of the completion of the Cadence acquisition, additional short- and long-term borrowings, and organic deposit

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result of the completion of the Cadence acquisition.

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

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

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

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

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

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1.75% of total loans and leases, at September 30, 2026, an increase of$615 million compared to$2.7 billion, or

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

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1.83% of total loans and leases, at December 31, 2025. Theincrease in the ACL was driven by the ACL recorded for

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

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loans acquired in the Cadence transaction, in addition to loan and lease growth, partially offset by a decrease in the

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

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Our shareholders’ equity to total assets ratio was 11.2% at September 30, 2026, compared to 10.8% at

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

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December 31, 2025. The tangible common equity to tangible assets ratio, a non-GAAP measure, was 6.9% at

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and the impact of the Cadence acquisition, were offset by common share repurchases, a decline in AOCI, and an

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September 30, 2026, compared to 7.1% at December 31, 2025, with a decline in AOCI and an increase in tangible

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and December 31, 2025, as an increase in tangible common equity from current period earnings, net of dividends,

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assets partially offset by an increase in tangible common equity from current period earnings, net of dividends and

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

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share repurchases. The CET1 risk-based capital ratio was 10.1% at September 30, 2026, compared to 10.4% at

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Our general business objectives are to:

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Our general business objectives and strategic priorities are to:

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

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•Deliver our Purpose, Culture, and Vision through a differentiated operating model;

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

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•Maintain positive operating leverage through disciplined execution, expense management, and

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

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performance remains solid and consistent with our aggregate moderate-to-low risk appetite. With our differentiated

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

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super-regional bank model, which combines national expertise with local delivery, we remain focused on generating

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Current report — wording carried from elsewhere

billion, or 31%, increase in average interest-bearing liabilities. The increases in average earning assets and average

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bearing deposits and $34.7 billion of interest-bearing deposits, acquired in connection with the Cadence transaction,

Current report — wording carried from elsewhere

2025 Annual Report on Form 10-K.

Current report — wording carried from elsewhere

ensuring that recommendations are developed to address the identified issues. In addition, we have a Model Risk

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and the impact of the Cadence acquisition.

Current report — wording carried from elsewhere

completed the acquisitions of Veritex and Cadence effective October 20, 2025, and February 1, 2026, respectively,
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Previous report — wording carried elsewhere

acquired Cadence and Veritex loans and leases, included growth in average commercial loans and leases of$44.4

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acquisition added$10.5 billion of deposits as of the acquisition date, including $2.4 billion of noninterest-bearing

Previous report — wording carried elsewhere

deposits and $8.1 billion of interest-bearing deposits. Following completion of the acquisitions, certain higher-cost

Previous report — wording carried elsewhere

2026, compared to the year-ago period, is reflective of loan growth and higher net loan charge-offs, partially offset

Previous report — wording carried elsewhere

the year-ago quarter, inclusive of the impact of the Cadence and Veritex acquisitions. Capital markets and advisory

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or 89%, due to an increase in net origination and secondary marketing income. Other noninterest income increased

Previous report — wording carried elsewhere

included a$58 million loss from the sale of certain investment securities as part of ongoing portfolio positioning.

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investments in qualified affordable housing projects.

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

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commercial and industrial, commercial real estate, and residential mortgage NALs.

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obligations over the next 12 months and for the foreseeable future.

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and maintaining management information systems to monitor material risks and to identify potential concerns,

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remediation recommendations to the Risk Management Committee. Potential concerns may be escalated to our

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primarily due to the impact of the Cadence and Veritex acquisitions, as well as growth incustomer deposit fee

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the annual impairment analysis performed as of October 1, 2025. However, the additions of Veritex and Cadence did

Previous report — wording carried elsewhere

Intangible Assets” of the Notes to the Unaudited Consolidated Financial Statements.