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

approximately$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 approximately$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 3Q 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 Third Quarter Results Compared to 2025 Third Quarter

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

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

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

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

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

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

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

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

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

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

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

31%, 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 deposit rates, partially offset by a decrease in yields on

interest earning assets.

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

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

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

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

quarter.

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

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

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 thethird quarter of 2026, anincrease of

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

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

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

Total assets at September 30, 2026 were$287.8 billion, anincrease of$62.7 billion, or 28%, 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 September 30, 2026 were$255.6 billion, anincrease of$54.9 billion, or 27%, 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.

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

1.75% of total loans and leases, at September 30, 2026, an increase of$615 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 11.2% at September 30, 2026, compared to 10.8% at

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

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

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

share repurchases. The 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, 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 3Q Form 10-Q 7

General

Our general business objectives and strategic priorities are to:

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

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

broader product offerings;

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

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

improve efficiency, and support scalable growth;

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

strategic investment;

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

specialty businesses to drive diversified growth;

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

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

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

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

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

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

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

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

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

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

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

risk management, and continued investment in our franchise.

Economy

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

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

stable, with continued payroll growth and unemployment near historically low levels. Geopolitical tensions in the

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

helped sustain growth.

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

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

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

possibility of further tightening before year-end.

Looking ahead, growth is expected to continue, supported by consumer spending, a stable labor market, and

ongoing investment in technology and infrastructure. Key risks include inflation, the path of interest rates, and

geopolitical developments.

8 Huntington Bancshares Incorporated