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.

30 Huntington Bancshares Incorporated

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

At September 30, 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 10.1% at

September 30, 2026, compared to 10.4% at December 31, 2025, with the decrease driven by higher risk-weighted

assets primarily resulting from loan growth, the impact of the Cadence acquisition, and share repurchases, partially

offset by an increase in regulatory capital from current period earnings, net of dividends. The Bank CET1 risk-based

capital ratio of 11.9% increased approximately 20 basis points from year-end driven by bank earnings, net of

upstream dividends to the parent, and a $780 million capital contribution from the parent, which the Bank in turn

used to redeem its outstanding preferred stock held by the parent, partially offset by higher risk-weighted assets

and 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$32.2 billion at September 30, 2026, anincrease of$7.8 billion, or 32%, 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, that were

partially offset by share repurchases and a reduction inaccumulated other comprehensive income driven by

changes in interest rates. Our common dividend and total payout ratios were 52% and 74%, respectively, for thefirst

nine-month period of 2026, compared to 43% for both ratios for the same period of 2025. The year-over-year

increase in the common dividend payout ratio was due to the impact of acquisition-related expenses on earnings.

2026 3Q Form 10-Q 31

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.

On April 22, 2026, our Board approved the repurchase of up to $3.0 billion of common shares with no expiration

date. During thenine months ended September 30, 2026, we repurchased 24.8 million shares totaling $409 million.

As of September 30, 2026, we had$2.85 billion of common shares remaining for repurchase under the current

Board-approved authorization.