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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and

headquartered in Columbus, Ohio. Through the Bank, we are committed to making people’s lives better, helping

businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of

our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit,

lending, and other banking and financial services. These include, but are not limited to, payments, mortgage

banking, direct and indirect consumer financing, investment banking, capital markets, advisory, equipment

financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products

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

Finance businesses delivering expertise nationally.

This MD&A provides information we believe necessary for understanding our financial condition, changes in

financial condition, results of operations, and cash flows. This MD&A provides only material updates to the MD&A

included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report on

Form 10-K”), and therefore, should be read in conjunction with the 2025 Annual Report on Form 10-K. This MD&A

should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited

Consolidated Financial Statements, and other information contained in this report.

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

equity ratios. These financial measures are not required by or calculated in accordance with GAAP, and may not be

calculated the same as similarly titled measures used by other companies. These financial measures should thus be

considered as supplemental in nature and not considered in isolation or as a substitute for the related financial

information prepared in accordance with GAAP. For a further description of these non-GAAP financial measures and

reconciliations to the most directly comparable GAAP measure, see the "Non-GAAP Financial Measures" within the

“Additional Disclosures” section below.

EXECUTIVE OVERVIEW

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

Statements.

2026 2Q Form 10-Q 5

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Financial Performance Review

Selected Financial Data

Table 1 - Selected Quarterly and Year-to-Date Income Statement Data
Three Months EndedSix Months Ended
(amounts in millions, except per share data)June 30, 2026June 30, 2025ChangeJune 30, 2026June 30, 2025Change
AmountPercentAmountPercent
Interest income$3,382$2,556$82632%$6,468$5,045$1,42328%
Interest expense1,3301,089241222,5252,15237317
Net interest income2,0521,467585403,9432,8931,05036
Provision for credit losses13210329282902187233
Net interest income after provision for credit losses1,9201,364556413,6532,67597837
Noninterest income785471314671,46796550252
Noninterest expense1,8091,197612513,5832,3491,23453
Income before income taxes896638258401,5371,29124619
Provision for income taxes1659669722792186128
Income after income taxes731542189351,2581,07318517
Income attributable to non-controlling interest46(2)(33)810(2)(20)
Net income attributable to Huntington727536191361,2501,06318718
Dividends on preferred shares4127145282542852
Net income applicable to common shares$686$509$17735%$1,168$1,009$15916%
Average common shares—basic2,0211,45756439%1,9461,45649034%
Average common shares—diluted2,0481,481567381,9751,48249333
Net income per common share—basic$0.34$0.35$(0.01)(3)$0.60$0.69$(0.09)(13)
Net income per common share—diluted0.330.34(0.01)(3)0.590.68(0.09)(13)
Cash dividends declared per common share0.1550.155——0.310.31——
Return on average total assets1.02%1.04%0.92%1.04%
Return on average common shareholders’ equity9.311.08.311.1
Return on average tangible common shareholders’ equity (1)15.116.113.416.4
Net interest margin (2)3.213.113.233.11
Efficiency ratio (3)61.559.064.258.9
Revenue and Net Interest Income—FTE (non-GAAP)
Net interest income$2,052$1,467$58540%$3,943$2,893$1,05036%
FTE adjustment (2)20164253931826
Net interest income, FTE (non-GAAP) (2)2,0721,483589403,9822,9241,05836
Noninterest income785471314671,46796550252
Total revenue, FTE (non-GAAP) (2)$2,857$1,954$90346%$5,449$3,889$1,56040%

(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

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Summary of 2026 Second Quarter Results Compared to 2025 Second Quarter

For the second 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.

The second 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 the second 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 the second quarter of 2026, an increase of $585 million, or 40%, from

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

the year-ago quarter. The increase 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 the second quarter of 2026, an increase 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 leases in the second 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 the second quarter of 2026, an increase of $314 million, or 67%, from

the year-ago quarter. The increase in noninterest income was driven by increases 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 the second 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, an increase of $58.9 billion, or 26%, compared to

December 31, 2025. The increase 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, an increase of $50.6 billion, or 25%, compared to

December 31, 2025. The increase 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. The increase 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,

  1. The tangible 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

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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 to historical levels. Persistent inflation alongside a solid labor market shifted market

expectations away from rate cuts and toward a potential rate increase in the second 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

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DISCUSSION OF RESULTS OF OPERATIONS

This section provides a review of financial performance on a consolidated basis. Key unaudited interim

consolidated balance sheet and unaudited interim income statement trends are discussed. All earnings per share

data are reported on a diluted basis. For additional insight on financial performance, please read this section in

conjunction with the “Business Segment Discussion.”

Quarterly Average Balance Sheet / Net Interest Income

The following table details the change in our quarterly average balance sheet and the net interest margin.

Table 2 - Consolidated Quarterly Average Balance Sheet and Net Interest Margin Analysis
Three Months Ended June 30, 2026Three Months Ended June 30, 2025
AverageInterest Income/ ExpenseYield/AverageInterest Income/ ExpenseYield/Change in Average Balances
(dollar amounts in millions)Balances(FTE) (1)Rate (1)(2)Balances(FTE) (1)Rate (1)(2)AmountPercent
Assets:
Interest-earning deposits with banks$16,977$1563.67%$12,264$1394.52%$4,71338%
Trading account assets28133.9763463.72(353)(56)
Investment and other securities:
Available-for-sale securities:
Taxable31,4862853.6224,0152784.627,47131
Tax-exempt3,487434.923,251414.932367
Total available-for-sale securities34,9733283.7527,2663194.667,70728
Held-to-maturity securities—taxable14,571972.6516,1301072.66(1,559)(10)
Other securities1,369175.00881125.8548855
Total investment and other securities50,9134423.4744,2774383.956,63615
Loans held for sale1,174196.16746126.4342857
Loans and leases (3):
Commercial:
Commercial and industrial90,3711,3365.8559,3939146.0930,97852
Commercial real estate23,9253706.1210,7851836.7113,140122
Lease financing5,7261016.985,458926.662685
Total commercial120,0221,8075.9675,6361,1896.2244,38659
Consumer:
Residential mortgage33,5154044.8124,4232534.159,09237
Automobile15,6502295.8715,1322195.825183
Home equity11,8782026.8510,1961867.321,68216
RV and marine5,646765.445,921795.31(275)(5)
Other consumer2,5446410.091,8635110.8868137
Total consumer69,2339755.6557,5357885.4911,69820
Total loans and leases189,2552,7825.84133,1711,9775.9156,08442
Total earning assets258,6003,4025.28191,0922,5725.4067,50835
Cash and due from banks2,0361,40762945
Goodwill and other intangible assets10,4685,6404,82886
All other assets13,3779,7133,66438
Total assets$284,481$207,852$76,62937%
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Demand deposits—interest-bearing$62,388$2851.83%$44,677$2232.00%$17,71140%
Money market deposits75,3094932.6261,0904643.0514,21923
Savings deposits18,940390.8315,127110.283,81325
Time deposits26,7582313.4613,2901243.7413,468101
Total interest-bearing deposits183,3951,0482.29134,1848222.4649,21137
Short-term borrowings1,887183.651,261134.3762650
Long-term debt20,9712645.0617,7762545.693,19518
Total interest-bearing liabilities206,2531,3302.59153,2211,0892.8553,03235
Demand deposits—noninterest-bearing40,00829,24510,76337
All other liabilities5,6204,78883217
Total liabilities251,881187,25464,62735
Total Huntington shareholders’ equity32,55520,54812,00758
Non-controlling interest4550(5)(10)
Total equity32,60020,59812,00258
Total liabilities and equity$284,481$207,852$76,62937%
Net interest rate spread2.692.55
Impact of noninterest-bearing funds on NIM0.520.56
NII/NIM (FTE)$2,0723.21%$1,4833.11%

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-

deferrable and amortized fees.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

2026 2Q Form 10-Q 9

Table of Contents

Quarterly Net Interest Income

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

  1. FTE net interest income, a non-GAAP financial measure, for the second quarter of 2026 increased $589

million, or 40%, from the second quarter of 2025. The increase 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 and organic growth. The increase in the NIM was driven by lower funding costs, partially offset by lower

yields on interest earning assets.

Quarterly Average Balance Sheet

Average assets for the second quarter of 2026 were $284.5 billion, an increase of $76.6 billion, or 37%, from the

second quarter of 2025. Average assets were impacted by $51.3 billion of total assets acquired in connection with

the Cadence transaction which was effective February 1, 2026, and $12.0 billion of total assets acquired in

connection with the Veritex transaction which was effective October 20, 2025. The increase in average assets was

primarily due to increases in average loans and leases of $56.1 billion, or 42%, average investment and other

securities of $6.6 billion, or 15%, average goodwill and other intangible assets of $4.8 billion, or 86%, and average

interest-earning deposits with banks of $4.7 billion, or 38%. The increase in average loans and leases, inclusive of

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

billion, or 59%, and average consumer loans of $11.7 billion, or 20%. The Cadence acquisition added $36.9 billion of

loans as of the acquisition date, including $26.4 billion of commercial loans and $10.5 billion of consumer loans. The

Veritex acquisition added $9.3 billion of loans as of the acquisition date, including $8.2 billion of commercial loans

and $1.1 billion of consumer loans.

Average liabilities for the second quarter of 2026 increased $64.6 billion, or 35%, from the second quarter of

  1. Average liability increases were also impacted by the Cadence and Veritex acquisitions. The increase in

average liabilities was primarily due to increases in average deposits of $60.0 billion, or 37%, and average total

borrowings of $3.8 billion, or 20%. The increase in average deposits included an increase in average interest-bearing

deposits of $49.2 billion, or 37%, primarily due to increases in average money market, interest-bearing demand, and

time deposits, and an increase in noninterest-bearing deposits of $10.8 billion, or 37%. The increase in average total

borrowings was driven by holding company and bank debt issuances, an increase in FHLB borrowings, and CLN

transactions over the last year. The Cadence acquisition added $43.5 billion of deposits as of the acquisition date,

including $8.8 billion of noninterest-bearing deposits and $34.7 billion of interest-bearing deposits. The Veritex

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

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

acquired Cadence and Veritex deposits were allowed to run-off in order to optimize our funding mix.

Average shareholders’ equity for the second quarter of 2026 increased $12.0 billion, or 58%, from the second

quarter of 2025, primarily due to the impact of common stock issued in connection with the Cadence and Veritex

acquisitions, earnings, net of dividends, and the impact of issued and acquired preferred stock.

10 Huntington Bancshares Incorporated

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Year-to-Date Average Balance Sheet / Net Interest Income

The following table details the change in our year-to-date average balance sheet and the net interest margin.

Table 3 - Consolidated YTD Average Balance Sheet and Net Interest Margin Analysis
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
AverageInterest Income/ ExpenseYield/AverageInterest Income/ ExpenseYield/Change in Average Balances
(dollar amounts in millions)Balances(FTE) (1)Rate (1)(2)Balances(FTE) (1)Rate (1)(2)AmountPercent
Assets:
Interest-earning deposits with banks$16,309$2973.65%$11,950$2684.49%4,35936
Trading account assets25853.84561103.70(303)(54)
Investment and other securities:
Available-for-sale securities:
Taxable29,7845433.6524,1305654.685,65423
Tax-exempt3,464854.893,252835.082127
Total available-for-sale securities33,2486283.7727,3826484.735,86621
Held-to-maturity securities—taxable14,7721962.6516,2432152.65(1,471)(9)
Other securities1,295335.08879245.5741647
Total investment and other securities49,3158573.4744,5048873.984,81111
Loans held for sale1,182376.18665216.4551778
Loans and leases (3):
Commercial:
Commercial and industrial85,9782,5275.8558,4781,7876.0827,50047
Commercial real estate22,5396976.1510,9023686.7111,637107
Lease financing5,7402006.925,4671816.572735
Total commercial114,2573,4245.9674,8472,3366.2139,41053
Consumer:
Residential mortgage31,9627574.7424,3625034.137,60031
Automobile15,8524615.8714,9004265.779526
Home equity11,6033956.8710,1603697.331,44314
RV and marine5,6391525.445,9361575.32(297)(5)
Other consumer2,4641229.991,8189910.9464636
Total consumer67,5201,8875.6257,1761,5545.4710,34418
Total loans and leases181,7775,3115.83132,0233,8905.8949,75438
Total earning assets248,8416,5075.27189,7035,0765.4059,13831
Cash and due from banks1,9081,40650236
Goodwill and other intangible assets9,8255,6464,17974
All other assets12,8139,7223,09132
Total assets$273,387$206,477$66,91032%
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Demand deposits—interest-bearing$57,711$5311.86%$44,132$4281.96%$13,57931%
Money market deposits75,2639392.5260,6549223.0614,60924
Savings deposits18,489690.7614,998180.243,49123
Time deposits24,8224293.4813,6392643.9011,18382
Total interest-bearing deposits176,2851,9682.25133,4231,6322.4742,86232
Short-term borrowings1,816343.731,350274.1046635
Long-term debt20,6115235.0717,3414935.683,27019
Total interest-bearing liabilities198,7122,5252.56152,1142,1522.8546,59831
Demand deposits—noninterest-bearing37,77629,0968,68030
All other liabilities5,6234,94467914
Total liabilities242,111186,15455,95730
Total Huntington shareholders’ equity31,23320,27410,95954
Non-controlling interest4349(6)(12)
Total equity31,27620,32310,95354
Total liabilities and equity$273,387$206,477$66,91032%
Net interest rate spread2.712.55
Impact of noninterest-bearing funds on NIM0.520.56
NII/NIM (FTE)$3,9823.23%$2,9243.11%

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include the impact of applicable non-

deferrable and amortized fees.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

2026 2Q Form 10-Q 11

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Year-to-Date Net Interest Income

Net interest income for the first six-month period of 2026 increased $1.1 billion, or 36%, from the year-ago

period. FTE net interest income, a non-GAAP financial measure, for the first six-month period of 2026 also increased

$1.1 billion, or 36%, from the year-ago period. The increase in FTE net interest income reflected a 12 basis point

increase in the FTE NIM to 3.23% and a $59.1 billion, or 31%, increase in average total earning assets, partially offset

by a $46.6 billion, or 31%, increase in interest-bearing liabilities. The higher NIM was driven by lower funding costs,

partially offset by the decrease in yields on interest earning assets.

Year-to-Date Average Balance Sheet

Average assets for the first six-month period of 2026, inclusive of the impacts of the Cadence and Veritex

acquisitions, were $273.4 billion, an increase of $66.9 billion, or 32%, from the year-ago period, with the increase

primarily due to increases in average loans and leases of $49.8 billion, or 38%, total investment and other securities

of $4.8 billion, or 11%, and average interest-earning deposits with banks of $4.4 billion, or 36%. The increase in

average loans and leases included growth in average commercial loans and leases of $39.4 billion, or 53%, and

average consumer loans of $10.3 billion, or 18%.

Average liabilities for the first six-month period of 2026, inclusive of the impacts of the Cadence and Veritex

acquisitions, increased $56.0 billion, or 30%, from the year-ago period, primarily due to increases in average deposits

of $51.5 billion, or 32%, and in average total borrowings of $3.7 billion or 20%. Average deposits increased due to an

increase in average interest-bearing deposits of $42.9 billion, or 32%, primarily driven by increases in average money

market, interest-bearing demand, time, and savings deposits, and an increase in noninterest-bearing deposits of

$8.7 billion, or 30%. The increase in average total borrowings was driven by an increase in short- and long-term FHLB

advances and long-term debt issuances used to support asset growth.

Average shareholders’ equity for the first six-month period of 2026 increased $11.0 billion, or 54%, from the

year-ago period primarily due to the impact of common stock issued in connection with the Cadence and Veritex

acquisitions, earnings, net of dividends and the impact of issued and acquired preferred stock.

Provision for Credit Losses

(This section should be read in conjunction with the “Credit Risk” section.)

The provision for credit losses for the second quarter of 2026 was $132 million, an increase of $29 million, or

28%, compared to the second quarter of 2025. The provision for credit losses for the first six-month period of 2026

was $290 million, an increase of $72 million, or 33%, compared to the year-ago period. The increase in provision

expense in the second quarter of 2026, compared to the second quarter of 2025, and for the first six months of

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

by a lower overall reserve coverage. The provision for credit losses is also impacted by fluctuations in the provision

for unfunded lending commitments.

The following table presents the components of the provision for credit losses.

Table 4 - Provision for Credit Losses
Three Months EndedSix Months Ended
(dollar amounts in millions)June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Provision for loan and lease losses$125$134$375$239
Provision (benefit) for unfunded lending commitments7(31)(85)(18)
Provision (benefit) for securities———(3)
Total provision for credit losses$132$103$290$218

12 Huntington Bancshares Incorporated

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Noninterest Income

The following table reflects noninterest income for each of the periods presented.

Table 5 - Noninterest Income
Three Months EndedSix Months Ended
June 30,June 30,ChangeJune 30,June 30,Change
(dollar amounts in millions)20262025Percent20262025Percent
Payments and cash management revenue$204$16524%$391$32022%
Wealth and asset management revenue1341023125420325
Customer deposit and loan fees128953523818131
Capital markets and advisory fees140846727215180
Mortgage banking income532889855944
Insurance income21191142398
Leasing revenue2910190422475
Net gains (losses) on sales of securities2(58)10315(58)126
Other noninterest income742618512846178
Total noninterest income$785$47167%$1,467$96552%

Noninterest income for the second quarter of 2026 was $785 million, an increase of $314 million, or 67%, from

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

fees increased $56 million, or 67%, primarily due to higher advisory fees from the legacy business and the impact of

three strategic business units acquired from Janney, in addition to higher syndication fees. Payments and cash

management revenue increased $39 million, or 24%, driven by higher cash management and interchange revenue.

Customer deposit and loan fees increased $33 million, or 35%, primarily due to an increase in commitment fees and

the volume of personal service charges. Wealth and asset management revenue increased $32 million, or 31%,

primarily due to higher investment management and trust income. Mortgage banking income increased $25 million,

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

$48 million largely due to the net impact of credit risk transfer transactions, favorable valuation changes on strategic

and other investments, and an increase in bank owned life insurance income. Lastly, the second quarter of 2025

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

Noninterest income for the first six-month period of 2026 increased $502 million, or 52%, from the year-ago

period, inclusive of the impact of the Cadence and Veritex acquisitions. Capital markets and advisory fees increased

$121 million, or 80%, primarily due to higher advisory fees and the impact of three strategic business units acquired

from Janney, in addition to higher syndication and underwriting fees. Payments and cash management revenue

increased $71 million, or 22%, reflecting higher cash management and interchange revenue. Customer deposit and

loan fees increased $57 million, or 31%, primarily reflecting an increase in the volume of personal service charges

and an increase in commitment fees. Wealth and asset management revenue increased $51 million, or 25%,

reflecting higher investment management and trust income. Mortgage banking income increased $26 million, or

44%, due to an increase in net origination and secondary marketing income. Other noninterest income increased

$82 million, or 178%, primarily due to the net impact of credit risk transfer transactions, favorable valuation changes

on strategic and other investments, and an increase in bank owned life insurance income. In addition, the first six-

month period of 2026 included a $15 million gain from the sale of certain investment securities compared to a $58

million loss from the year-ago period, both as part of ongoing portfolio positioning.

2026 2Q Form 10-Q 13

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Noninterest Expense

The following table reflects noninterest expense for each of the periods presented.

Table 6 - Noninterest Expense
Three Months EndedSix Months Ended
June 30,June 30,ChangeJune 30,June 30,Change
(dollar amounts in millions)20262025Percent20262025Percent
Personnel costs$1,010$72240%$2,002$1,39344%
Outside data processing and other services3261827963735281
Equipment96684118913540
Net occupancy90546717511947
Professional services312241754470
Marketing382836755732
Deposit and other insurance expense382090735728
Amortization of intangibles54113919522332
Lease financing equipment depreciation22—56(17)
Other noninterest expense124884125716457
Total noninterest expense$1,809$1,19751%$3,583$2,34953%
Number of employees (average full-time equivalent)26,40720,24230%25,52720,16627%

Noninterest expense in the second quarter of 2026 was $1.8 billion, an increase of $612 million, or 51%, from

the year-ago quarter. Noninterest expense for the first six-month period of 2026 was $3.6 billion, an increase of $1.2

billion, or 53%, from the year-ago period. Noninterest expense for the second quarter of 2026 and for the first six-

month period of 2026 included $152 million and $415 million, respectively, of acquisition-related expenses, as

detailed in the following table. There were no acquisition-related expenses in the first six months of 2025.

Table 7 - Impact of Acquisition-related ExpensesThree Months EndedSix Months Ended
June 30,June 30,
(dollar amounts in millions)20262026
Personnel costs$38$135
Outside data processing and other services74162
Equipment1534
Net occupancy24
Professional services422
Marketing814
Deposit and other insurance expense77
Other noninterest expense437
Total impact of acquisition-related expenses$152$415

Excluding acquisition-related expenses, noninterest expense for the second quarter of 2026 was $1.7 billion, an

increase of $460 million, or 38%, from the year-ago quarter, inclusive of the impact of the Cadence and Veritex

acquisitions. Personnel costs increased $250 million, or 35%, primarily due to higher salary, benefit, and incentive

compensation expense. Outside data processing and other services increased $70 million, or 38%, primarily

reflecting higher technology and data expense. Amortization of intangibles increased $43 million primarily due to

the impact from the addition of core deposit intangibles from the acquisitions. Net occupancy increased $34 million,

or 63%, largely due to increases in lease and depreciation expense. Other noninterest expense increased $32 million,

or 36%, primarily due to an increased volume of expense activity driven by the impact of the acquisitions.

14 Huntington Bancshares Incorporated

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Excluding acquisition-related expenses, noninterest expense for the first six-month period of 2026 was $3.2

billion, an increase of $819 million, or 35%, from the year-ago period, inclusive of the impact of the Cadence and

Veritex acquisitions. Personnel costs increased $474 million, or 34%, primarily due to higher salary, benefit, and

incentive compensation expense. Outside data processing increased $123 million, or 35%, primarily due to higher

technology and data expense. Amortization of intangibles increased $73 million primarily due to the impact from the

addition of core deposit intangibles from the acquisitions. Net occupancy expense increased $52 million, or 44%,

primarily due to increases in lease and depreciation expense. Equipment expense increased $20 million, or 15%,

primarily due to an increase in depreciation expense. Other noninterest expense increased $56 million, or 34%,

primarily due to an increased volume of expense activity driven by the impact of the acquisitions.

Provision for Income Taxes

The provision for income taxes and effective tax rate were $165 million and 18.4%, respectively, in the second

quarter of 2026, compared to $96 million and 15.0%, respectively, in the second quarter of 2025. The provision for

income taxes and effective tax rate were $279 million and 18.1%, respectively, for the six-month period ended

June 30, 2026, compared to $218 million and 16.8%, respectively, for the six-month period ended June 30, 2025. The

increases in the effective tax rates in both current year periods, compared to the prior year periods, related primarily

to higher income before taxes in the current year periods and the benefit from remeasurement of deferred tax

assets for changes in certain state tax laws which were enacted in the prior year periods. All periods included the

benefits from general business credits, tax-exempt income, tax-exempt bank-owned life insurance income, and

investments in qualified affordable housing projects.

The net federal deferred tax asset was $1.3 billion and the net state deferred tax asset was $129 million at

June 30, 2026, compared to a net federal deferred tax asset of $856 million and a net state deferred tax asset of $92

million at December 31, 2025.

We file income tax returns with the IRS and various state, city, and foreign jurisdictions. Federal income tax

audits have been completed for tax years through 2019. The 2020-2024 tax years remain open under the statute of

limitations. Also, with few exceptions, the Company is no longer subject to state, city, or foreign income tax

examinations for tax years before 2021.

RISK MANAGEMENT

Our Risk Governance Framework and Risk Appetite Statement are foundational to the risk management

program. The Risk Governance Framework defines the three lines of defense structure, roles, responsibilities, and

requirements. The Risk Appetite Statement is approved by our Board and defines the level and types of risks we are

willing to assume to achieve our corporate objectives through defined risk limits for the key risk categories to which

we are exposed: credit, market, liquidity, operational, compliance, and strategic. More information on our risk

management can be found in Item 1A: Risk Factors, the Risk Factors section included in Item 1A of our 2025 Annual

Report on Form 10-K, and subsequent filings with the SEC. Our definition, philosophy, and approach to risk

management have not materially changed from the discussion presented in the 2025 Annual Report on Form 10-K.

Credit Risk

Credit risk is the risk of financial loss if a counterparty is not able to meet the agreed upon terms of the financial

obligation. The majority of our credit risk is associated with lending activities, as the acceptance and management of

credit risk is central to profitable lending. A number of other products expose the Company to credit risk, including

investment securities and derivatives. Credit exposure is limited to the sum of the aggregate fair value of positions

that have become favorable to us, including any accrued interest receivable due from counterparties. Potential

credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit

standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and

other contract provisions.

2026 2Q Form 10-Q 15

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We focus on the early identification, monitoring, and management of all aspects of our credit risk. In addition to

the traditional credit risk mitigation strategies of credit policies and processes, market risk management activities,

and portfolio diversification, we use quantitative measurement capabilities utilizing external data sources, enhanced

modeling technology, and internal stress testing processes. Our disciplined portfolio management processes are

central to our commitment to maintaining an aggregate moderate-to-low risk appetite. In our efforts to identify risk

mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent

or stressed borrowers.

Loan and Lease Credit Exposure Mix

Refer to the “Loan and Lease Credit Exposure Mix” section of our 2025 Annual Report on Form 10-K for a

description of each portfolio segment.

At June 30, 2026, our loans and leases totaled $189.4 billion, representing a $39.8 billion, or 27%, increase

compared to $149.6 billion at December 31, 2025. The increase was driven by a combination of the Cadence

acquisition and organic growth. As of the Cadence acquisition date, acquired loans totaled $36.9 billion, including

$17.4 billion of commercial and industrial loans, $9.4 billion of commercial real estate loans, $131 million of lease

financing loans, $8.2 billion of residential mortgage loans, $1.5 billion of home equity loans, and $264 million of

other consumer loans.

The table below provides the composition of our total loan and lease portfolio.

Table 8 - Loan and Lease Portfolio Composition
(dollar amounts in millions)At June 30, 2026At December 31, 2025
Commercial:
Commercial and industrial$91,37849%$69,44246%
Commercial real estate23,4571215,20910
Lease financing5,71435,7274
Total commercial120,5496490,37860
Consumer:
Residential mortgage33,2211824,77717
Automobile15,460816,16811
Home equity11,884610,3957
RV and marine5,70635,6824
Other consumer2,60212,2421
Total consumer68,8733659,26440
Total loans and leases$189,422100%$149,642100%

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall

credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types,

collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage

of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential

real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically

tracked components of our concentration management process. As of June 30, 2026, there were no identified

concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the

ROC and is used to ensure a high quality, well diversified portfolio that is consistent with our overall objective of

maintaining an aggregate moderate-to-low risk appetite. Changes to existing concentration limits and incorporating

specific information relating to the potential impact on the overall portfolio composition and performance metrics

require the approval of the ROC prior to implementation.

16 Huntington Bancshares Incorporated

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The table below provides our total loan and lease portfolio segregated by industry type. The changes in the

industry composition from December 31, 2025 are consistent with the portfolio growth metrics.

Table 9 - Loan and Lease Portfolio by Industry Type
(dollar amounts in millions)At June 30, 2026At December 31, 2025
Commercial loans and leases:
Real estate and rental and leasing$28,80215%$20,23714%
Finance and insurance15,922910,4897
Retail trade (1)13,119712,1818
Manufacturing8,70658,2656
Health care and social assistance7,70545,9204
Wholesale trade6,31435,8424
Accommodation and food services6,29334,2283
Construction4,75632,3692
Utilities4,50623,1562
Transportation and warehousing4,32723,2882
Other services3,55223,6172
Professional, scientific, and technical services3,18022,2962
Information2,88721,9371
Arts, entertainment, and recreation2,53721,9231
Admin./support/waste mgmt. and remediation services2,40211,8441
Management of companies and enterprises1,2171243—
Public administration1,09718161
Educational services895—738—
Agriculture, forestry, fishing, and hunting862—410—
Mining, quarrying, and oil and gas extraction734—147—
Unclassified/Other736—432—
Total commercial loans and leases by industry category120,5496490,37860
Residential mortgage33,2211824,77717
Automobile15,460816,16811
Home equity11,884610,3957
RV and marine5,70635,6824
Other consumer loans2,60212,2421
Total loans and leases$189,422100%$149,642100%

(1)Amounts include $5.8 billion and $4.3 billion of auto dealer services loans at June 30, 2026 and December 31, 2025, respectively.

The following tables present our commercial real estate portfolio by property type and geographic location.

Table 10 - Commercial Real Estate Portfolio by Property Type
At June 30, 2026At December 31, 2025
(dollar amounts in millions)Amount by Property Type% of Total Loans and LeasesAmount by Property Type% of Total Loans and Leases
Multi-family$6,7334%$4,8223%
Warehouse/Industrial4,62923,0542
Retail3,53622,2241
Office2,63311,8041
Hotel1,90411,4381
Other4,02221,8671
Total commercial real estate loans and leases$23,45712%$15,2099%

2026 2Q Form 10-Q 17

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Table 11 - Commercial Real Estate Portfolio by Geographic Location
At June 30, 2026At December 31, 2025
(dollar amounts in millions)Amount by Location (1)% of Total CRE Loans and LeasesAmount by Location (1)% of Total CRE Loans and Leases
Texas$7,09030%$4,09027%
Ohio2,331102,17614
Michigan1,78281,87212
Florida1,71478305
Georgia1,47963472
Illinois72437875
Alabama70231861
Colorado62535554
Tennessee485273—
North Carolina48322692
Other6,042264,02428
Total commercial real estate loans and leases$23,457100%$15,209100%

(1)Geographic location based on location of underlying collateral.

Our CRE portfolio totaled $23.5 billion at June 30, 2026, an increase of $8.2 billion, or 54%, compared to

December 31, 2025, driven by $9.4 billion of loans acquired as a result of the completion of the Cadence acquisition.

The CRE portfolio had an associated allowance coverage of 3.4% and 3.7% at June 30, 2026 and December 31, 2025,

respectively.

Credit Quality

(This section should be read in conjunction with Note 5 - “Loans and Leases” and Note 6 - “**Allowance for Credit

Losses**” of the Notes to Unaudited Consolidated Financial Statements.)

We believe the most meaningful way to assess overall credit quality performance is through an analysis of

specific performance ratios. This approach forms the basis of the discussion in the sections immediately following:

NALs and NPAs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns,

product segmentation, and origination trends in the analysis of our credit quality performance.

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NALs and NPAs

The following table presents the details of our NALs and NPAs.

Table 12 - Nonaccrual Loans and Leases and Nonperforming Assets
(dollar amounts in millions)At June 30, 2026At December 31, 2025
Nonaccrual loans and leases (NALs):
Commercial and industrial$986$562
Commercial real estate243133
Lease financing88
Residential mortgage223107
Automobile76
Home equity120113
RV and marine22
Total nonaccrual loans and leases1,589931
Other real estate, net2313
Other NPAs (1)—1
Total nonperforming assets$1,612$945
Nonaccrual loans and leases as a % of total loans and leases0.84%0.62%
NPA ratio (2)0.850.63

(1)Other nonperforming assets include certain impaired investment securities and/or nonaccrual loans held-for-sale.

(2)Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs.

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

the increase primarily 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.

ACL

Our ACL is comprised of two different components, the ALLL and the AULC, both of which in our judgment are

appropriate to absorb lifetime expected credit losses in our loan and lease portfolio. We utilize an independent

third-party forecast that projects future economic conditions and considers multiple macroeconomic scenarios.

These macroeconomic scenarios contain certain variables that are influential to our modeling process, the most

significant being unemployment rates and GDP.

For purposes of determining our ACL at June 30, 2026, we utilized a baseline economic scenario that assumes

the labor market has softened, with the unemployment rate peaking at 4.6% in the fourth quarter of 2026 and

expected to remain elevated at 4.6% in the first half of 2027. The Federal Reserve is projected to continue the

current cycle of rate cuts, but cuts are expected later in 2026 and 2027, with the federal funds rate projected to

return to 3% by 2028. Inflation is forecasted to remain above the Federal Reserve’s target level of 2%, with inflation

still at or near 3% by the end of 2026. Forecasted GDP growth moderated from the first quarter, with growth

projected at approximately 2.2% in 2026 before easing below 2% in 2027. The economic outlook became more

uncertain during the second quarter as energy prices remained above prior expectations, while ongoing

developments in the Middle East present risks to the outlook and contribute to elevated uncertainty.

2026 2Q Form 10-Q 19

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The table below shows the forecasted path of unemployment and GDP in the baseline economic scenario

compared to the end of 2025.

Table 13 - Forecasted Key Macroeconomic Variables
202520262027
Baseline scenario forecastQ4Q2Q4Q2Q4
Unemployment rate (1)
2Q 2026N/A4.34.64.64.5
4Q 20254.3%4.6%4.8%4.7%4.6%
Gross Domestic Product (1)
2Q 2026N/A2.61.61.81.9
4Q 20250.5%2.3%1.8%1.9%2.0%

(1)Values reflect the baseline scenario forecast inputs for each period presented, not updated for subsequent actual amounts.

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in

the commercial real estate environment, current inflation levels, the impacts of U.S. trade policies, including tariffs,

the impact of higher oil prices, political uncertainty, and geopolitical instability, considering multiple macroeconomic

forecasts that reflect a range of possible outcomes. While we have incorporated estimates of economic uncertainty

into our ACL, the ultimate impact that specific challenges will have on the economy remains unknown.

Management develops additional analytics to support adjustments to our modeled results. Our Allowance for

Credit Loss Development Methodology Committee reviewed model results of each economic scenario for

appropriate usage, concluding that the quantitative transaction reserve will continue to utilize scenario weighting.

Given the uncertainty associated with key economic scenario assumptions, the June 30, 2026 ACL included a general

reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed

within the quantitative transaction reserve.

The most significant risk profile components included within our qualitative reserve at June 30, 2026 relate to

business banking loans, including SBA guaranteed loans, and leveraged lending within the C&I portfolio. The

business banking risk profile addresses a modest upward trend in default rates resulting from the current interest

rate environment and inflationary impacts on customers. The leveraged lending risk profile addresses concerns

relating to the current interest rate environment and macroeconomic environment.

Our ACL evaluation process includes the on-going assessment of credit quality metrics and a comparison of

certain ACL benchmarks to current performance.

20 Huntington Bancshares Incorporated

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The table below reflects the allocation of our ACL among our various loan and lease categories as well as certain

coverage metrics of the reported ALLL and ACL.

Table 14 - Allocation of Allowance for Credit Losses
At June 30, 2026At December 31, 2025
(dollar amounts in millions)Allocation of Allowance% of Total ALLL% of Total Loans and Leases (1)Allocation of Allowance% of Total ALLL% of Total Loans and Leases (1)
Commercial
Commercial and industrial$1,44344%49%$1,07042%46%
Commercial real estate80025125692210
Lease financing96339244
Total commercial2,33972641,7316860
Consumer
Residential mortgage259818205917
Automobile16958181711
Home equity1745614967
RV and marine1294313654
Other consumer1796113551
Total consumer91028368063240
Total ALLL3,2492,537
AULC132206
Total ACL$3,381$2,743
Total ALLL as a % of:
Total loans and leases1.72%1.70%
Nonaccrual loans and leases204272
NPAs202269
Total ACL as % of:
Total loans and leases1.78%1.83%
Nonaccrual loans and leases213295
NPAs210290

(1)Percentages represent the percentage of each loan and lease category to total loans and leases.

At June 30, 2026, the ACL was $3.4 billion, or 1.78% of total loans and leases, compared to $2.7 billion, or 1.83%,

at December 31, 2025. The increase in the ACL was driven by $578 million of ACL recorded for loans and

commitments acquired in the Cadence transaction, as well as organic loan and lease growth. The ACL coverage ratio

at June 30, 2026 is reflective of the current macroeconomic forecast and changes in various risk profiles intended to

capture uncertainty not addressed within the quantitative reserve.

2026 2Q Form 10-Q 21

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NCOs

The table below reflects NCO detail.

Table 15 - Net Charge-off Analysis
Three Months EndedSix Months Ended
(dollar amounts in millions)June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Net charge-offs (recoveries) by loan and lease type:
Commercial:
Commercial and industrial (1)$66$32$120$80
Commercial real estate3(3)5(11)
Lease financing(3)2(3)6
Total commercial663112275
Consumer:
Residential mortgage3141
Automobile1272720
Home equity1—1—
RV and marine651312
Other consumer31226344
Total consumer533510877
Total net charge-offs$119$66$230$152
Net charge-offs (recoveries) - annualized percentages:
Commercial:
Commercial and industrial0.29%0.22%0.28%0.28%
Commercial real estate0.06(0.14)0.04(0.20)
Lease financing(0.18)0.12(0.08)0.22
Total commercial0.220.160.210.20
Consumer:
Residential mortgage0.030.010.020.01
Automobile0.320.190.350.27
Home equity0.010.010.020.01
RV and marine0.440.330.470.39
Other consumer4.884.865.084.87
Total consumer0.300.250.320.27
Net charge-offs as a % of average loans and leases0.25%0.20%0.25%0.23%

(1)Net charge-offs for the six months ended June 30, 2026 include $23 million of charge-offs on certain loans previously charged off by Cadence, which were

written up to the unpaid principal balance at acquisition and then immediately charged off by Huntington as required by purchase accounting.

NCOs were $119 million, or 0.25% of average total loans and leases on an annualized basis, in the second

quarter of 2026, an increase of $53 million compared to $66 million, or 0.20% of average total loans and leases on an

annualized basis, in the year-ago quarter. The increase reflects a $35 million increase in commercial NCOs to $66

million, and an $18 million increase in consumer NCOs to $53 million, in the second quarter of 2026. As a percentage

of average loans and leases, annualized NCOs for commercial loans and leases were 0.22% in the second quarter of

2026, compared to 0.16% in the year-ago quarter, while annualized consumer loan NCOs were 0.30% in the second

quarter of 2026, compared to 0.25% in the year-ago quarter.

22 Huntington Bancshares Incorporated

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NCOs were $230 million, or 0.25% of average total loans and leases on an annualized basis, in the six-month

period ended June 30, 2026, an increase of $78 million compared to $152 million, or 0.23% of average total loans

and leases on an annualized basis, in the six-month period ended June 30, 2025. The increase reflects a $47 million

increase in commercial NCOs to $122 million, and a $31 million increase in consumer NCOs to $108 million, in the

six-month period ended June 30, 2026. As a percentage of average loans and leases, annualized NCOs for

commercial loans and leases were 0.21% for the first six-month period of 2026, compared to 0.20% in the year-ago

period, while annualized consumer loan NCOs were 0.32% in the first six-month period of 2026, compared to 0.27%

in the year-ago period.

Market Risk

Market risk refers to potential losses arising from changes in interest rates, credit spreads, foreign exchange

rates, equity prices, and commodity prices, including the correlation among these factors and their volatility. When

the value of an instrument is tied to such external factors, the holder faces market risk. We are exposed primarily to

interest rate risk as a result of offering a wide array of financial products to our customers, and secondarily to price

risk from trading securities, securities owned by our broker-dealer subsidiaries, foreign exchange positions, equity

investments, and investments in securities backed by mortgage loans.

We measure market risk exposure via financial simulation models that provide management with insights on the

potential impact to net interest income and other key metrics as a result of changes in market interest rates. Models

are used to simulate cash flows and accrual characteristics of the balance sheet based on assumptions regarding the

slope or shape of the yield curve, the direction and volatility of interest rates, and the changing composition and

characteristics of the balance sheet resulting from strategic objectives and customer behavior. Our models

incorporate market-based assumptions that include the impact of changing interest rates on prepayment rates of

assets and runoff rates of deposits. The models also include our projections of the future volume and pricing of

various business lines.

In measuring the financial risks associated with interest rate sensitivity in our balance sheet, we compare a set of

alternative interest rate scenarios to the results of a base case scenario derived using market forward rates. The

market forward rates reflect the general market consensus regarding the future level and slope of the yield curve

across a range of tenor points. The standard set of interest rate scenarios includes two types: “shock” scenarios,

which are immediate parallel rate shifts, and “ramp” scenarios, where the parallel shift is applied gradually over the

first 12 months of the forecast on a pro-rata basis. In both shock and ramp scenarios with falling rates, we presume

that market rates will not go below 0%. The scenarios include all executed interest rate risk hedging activities.

Forward-starting hedges are included to the extent that they have been transacted and that they start within the

measurement horizon.

A key driver of our interest rate risk profile is our assumption of interest-bearing deposit repricing sensitivity to

changes in interest rates, otherwise known as deposit beta. In addition, our interest expense is impacted by the

composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits. Accordingly,

we consider the impacts from both interest-bearing and noninterest-bearing deposits on our total deposit beta.

Following the start of the current falling rate cycle, which began in the third quarter of 2024, our cumulative total

deposit beta (total cost of deposits) through the second quarter of 2026 was 30%.

We use two approaches to model interest rate risk: net interest income at risk (NII at Risk) and economic value

of equity at risk modeling sensitivity analysis (EVE at Risk).

NII at Risk is used by management to measure the risk and impact to earnings over the next 12 months, using a

wide range of interest rate scenarios, including instantaneous and gradual, as well as parallel and non-parallel,

changes in interest rates. The NII at Risk results included in the table below present select gradual “ramp” -200, -100,

+100 and +200 basis point parallel shift scenarios, implied by the forward yield curve over the next 12 months.

2026 2Q Form 10-Q 23

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Table 16 - Net Interest Income at Risk
At June 30, 2026At December 31, 2025
Federal Funds RateFederal Funds Rate
Basis point change scenarioStarting PointMonth 12 (1)NII at Risk (%)Starting PointMonth 12 (1)NII at Risk (%)
+2003.75%6.00%2.8%3.75%5.25%2.5%
+1003.755.001.43.754.250.9
Base3.754.00—3.753.25—
-1003.753.00-1.03.752.25-0.6
-2003.752.00-1.83.751.25-1.9

(1)Represents the federal funds rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.

The NII at Risk shows that the balance sheet is asset-sensitive at both June 30, 2026, and December 31, 2025.

The primary drivers to the change in sensitivity from December 31, 2025 include current and projected balance

sheet composition, including impacts from the Cadence acquisition, over the simulation horizon and market rates.

EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of

assets and liabilities, including derivative exposures, using a wide range of scenarios. The EVE results included in the

table below present select immediate -200, -100, +100 and +200 basis point parallel “shock” scenarios from the yield

curve term points at the specific point in time that EVE sensitivity is measured.

Table 17 - Economic Value of Equity at Risk
Economic Value of Equity at Risk (%)
Basis point change scenario-200-100+100+200
At June 30, 2026-2.0%0.6%-2.4%-6.3%
At December 31, 20250.31.7-3.5-8.3

The change in sensitivity from December 31, 2025 was driven primarily by market rates and changes to actual

balance sheet composition, in part due to impacts from the Cadence acquisition.

Use of Derivatives to Manage Interest Rate Risk

An integral component of our interest rate risk management strategy is the use of derivative instruments to

minimize significant fluctuations in earnings caused by changes in market interest rates. A variety of derivative

financial instruments, principally interest rate swaps, swaptions, floors, forward contracts, and forward-starting

interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price

or interest rate movements. These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in

interest rates without exposure to loss of principal and higher funding requirements.

Table 18 shows all swap and floor positions that are utilized for purposes of managing our exposures to the

variability of interest rates. The interest rate variability may impact either the fair value of the assets and liabilities or

the cash flows attributable to net interest margin. These positions are used to protect the fair value of assets and

liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional

amounts) to another interest rate index. The positions are also used to hedge the variability in cash flows

attributable to the contractually specified interest rate by converting the variable-rate index into a fixed rate. The

volume, maturity, and mix of derivative positions change frequently as we adjust our broader interest rate risk

management objectives and the balance sheet positions to be hedged. For further information, including the

notional amount and fair values of these derivatives, refer to Note 15 - “Derivative Financial Instruments” of the

Notes to Unaudited Consolidated Financial Statements.

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The following presents additional information about the interest rate swaps and floors used in Huntington’s

asset and liability management activities.

Table 18 - Information on Asset Liability Management Instruments
Weighted- Average Maturity (years)Weighted- Average Fixed Rate
(dollar amounts in millions)Notional ValueFair Value
At June 30, 2026
Asset conversion swaps
Securities (1):
Pay Fixed - Receive SOFR$1,5007.73$1492.14%
Pay Fixed - Receive SOFR - forward-starting (2)4,12212.08733.81
Loans:
Receive Fixed - Pay SOFR16,0251.75(151)3.22
Receive Fixed - Pay SOFR - forward-starting (3)4,6003.58(71)3.37
Liability conversion swaps
Receive Fixed - Pay SOFR10,0992.61(136)3.45
Receive Fixed - Pay SOFR - forward-starting (3)2,3003.82(43)3.38
Purchased floor spreads (4)
Purchased Floor Spread - SOFR4,9502.91342.65 / 3.75
Basis swaps (5)
Pay SOFR - Receive Fed Fund (economic hedges)274.33—3.65
Pay Fed Fund - Receive SOFR (economic hedges)19.31—3.73
Total swap portfolio$43,624$(145)
At December 31, 2025
Asset conversion swaps
Securities (1):
Pay Fixed - Receive SOFR$3,9873.92$1302.48%
Pay Fixed - Receive SOFR - forward-starting (6)1,16012.47443.36
Loans:
Receive Fixed - Pay SOFR15,8002.05(2)3.18
Receive Fixed - Pay SOFR - forward-starting (7)2,5004.21(3)3.30
Liability conversion swaps
Receive Fixed - Pay SOFR10,5992.97(22)3.51
Purchased floor spreads (4)
Purchased Floor Spread - SOFR6,7501.06302.80 / 3.87
Purchased Floor Spread - SOFR forward-starting (7)3,2003.49512.83 / 3.83
Basis swaps (5)
Pay SOFR - Receive Fed Fund (economic hedges)274.83—3.81
Pay Fed Fund - Receive SOFR (economic hedges)19.81—3.99
Total swap portfolio$44,024$228

(1)Amounts include interest rate swaps as fair value hedges of fixed rate investment securities using the portfolio layer method.

(2)Forward-starting swaps effective starting from July 2026 to April 2029.

(3)Forward-starting swaps and forward-starting floor spreads effective starting from July 2026 to March 2027.

(4)The weighted-average fixed rates for floor spreads are the weighted-average strike rates for the upper and lower bounds of the instruments.

(5)Basis swaps have variable pay and variable receive resets. Weighted-average fixed rate column represents pay rate reset.

(6)Forward-starting swaps effective starting from February 2026 to October 2027.

(7)Forward-starting swaps and forward-starting floor spreads effective starting from January 2026 to December 2026.

Use of Derivatives to Manage Credit Risk

We may utilize credit derivatives as a tool to manage credit risk within the portfolio by purchasing credit

protection over certain types of loan products. When we purchase credit protection, such as a CDS, we pay a fee to

the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs.

2026 2Q Form 10-Q 25

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MSRs

(This section should be read in conjunction with Note 7 - “Mortgage Loan Sales and Servicing Rights” of Notes to

Unaudited Consolidated Financial Statements**.)

At June 30, 2026, we had a total of $752 million of capitalized MSRs representing the right to service $43.4

billion in mortgage loans.

MSR fair values are sensitive to movements in interest rates, as expected future net servicing income depends

on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments and

declines in credit quality. Prepayments usually increase when mortgage interest rates decline and decrease when

mortgage interest rates rise. We also employ hedging strategies to reduce the risk of MSR fair value changes.

However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. We report

changes in the MSR value net of hedge-related trading activity in the mortgage banking income category of

noninterest income.

MSR assets are included in servicing rights and other intangible assets in the Unaudited Consolidated Financial

Statements.

Price Risk

Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments that

are carried at fair value and are subject to fair value accounting. We have price risk from trading securities, securities

owned by our broker-dealer subsidiaries, foreign exchange positions, derivative instruments, and equity

investments. We have established loss limits on the trading portfolio, on the amount of foreign exchange exposure

that can be maintained, and on the amount of marketable equity securities that can be held.

Liquidity Risk

Liquidity risk is the possibility of us being unable to meet current and future financial obligations in a timely

manner. The goal of liquidity management is to ensure adequate, stable, reliable, and cost-effective sources of funds

to satisfy changes in loan and lease demand, unexpected levels of deposit withdrawals, investment opportunities,

and other contractual obligations. We consider core earnings, strong capital ratios, and credit quality essential for

maintaining high credit ratings, which allow us cost-effective access to market-based liquidity. We mitigate liquidity

risk by maintaining a large, stable customer deposit base and a diversified base of readily available wholesale

funding sources, including secured funding sources from the FHLB and FRB through pledged borrowing capacity,

issuance through dealers in the capital markets, and access to deposits issued through brokers. We further mitigate

liquidity risk by maintaining liquid assets in the form of cash and cash equivalents and securities.

The Board of Directors is responsible for establishing an acceptable level of liquidity risk at Huntington, including

approval of the liquidity risk appetite at least annually. The liquidity risk appetite includes liquidity risk metrics that

are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding

needs, including during periods of potential stress. The Board receives and reviews information on at least a semi-

annual basis to ensure Huntington is operating in accordance with its established risk tolerance. Further, the ALCO is

appointed by the ROC to oversee liquidity risk management, including the establishment of liquidity risk policies and

additional liquidity risk metrics and limits to support our overall liquidity risk appetite. Liquidity risk appetite metrics

are monitored by senior management daily and are reported to the Board at least semi-annually and to ROC on a

more frequent basis.

Liquidity risk is reviewed and managed continuously for the Bank and the parent company, as well as its

subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide

policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, contingency funding

plans. At June 30, 2026, management believes current sources of liquidity are sufficient to meet Huntington’s on-

and off-balance sheet obligations over the next 12 months and for the foreseeable future.

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We maintain a contingency funding plan that provides for liquidity stress testing, which assesses the potential

erosion of funds in the event of an institution-specific event or systemic financial market crisis. Examples of

institution specific events could include a downgrade in our public credit rating by a rating agency, a large charge to

earnings, declines in profitability or other financial measures, declines in liquidity sources including reductions in

deposit balances or access to contingent funding sources, or a significant merger or acquisition. Examples of

systemic events unrelated to us that could have an effect on our access to liquidity would be terrorism or war,

natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major

corporation, mutual fund, or hedge fund. Similarly, market speculation or rumors about us, or the banking industry

in general, may adversely affect the cost and availability of normal funding sources. The contingency funding plan,

which is reviewed and approved by the ROC at least annually, outlines the process for addressing a liquidity crisis

and provides for an evaluation of funding sources under various market conditions. It also assigns specific roles and

responsibilities and communication protocols for effectively managing liquidity through a problem period and

outlines early warning indicators that are used to monitor emerging liquidity stress events.

Deposits

Our largest source of liquidity on a consolidated basis is customer deposits, which provide stable and lower-cost

funding. Our customer deposits come from a base of primary bank customer relationships, and we continue to focus

on acquiring and deepening those relationships, resulting in a diversified deposit base. Total deposits were $222.5

billion at June 30, 2026, compared to $176.6 billion at December 31, 2025. The $45.9 billion, or 26%, increase in total

deposits, compared to December 31, 2025, was primarily driven by $43.5 billion of deposits acquired in the Cadence

acquisition, in addition to organic deposit growth. Total deposits included $5.8 billion of brokered deposits primarily

consisting of brokered money market and time deposit balances at June 30, 2026, compared to $5.9 billion at

December 31, 2025. The level of brokered deposits was below our established liquidity risk metric limits at June 30,

Insured deposits comprised approximately 69% and 70% of our total deposits at June 30, 2026 and

December 31, 2025, respectively. The composition of our deposits is presented in the table below.

Table 19 - Deposit Composition
(dollar amounts in millions)At June 30, 2026At December 31, 2025
By type:
Demand deposits—noninterest-bearing$40,12918%$32,20518%
Demand deposits—interest-bearing62,3952848,51027
Money market deposits75,7173465,12337
Savings deposits18,820915,4269
Time deposits25,4051115,3469
Total deposits$222,466100%$176,610100%
Total deposits (insured/uninsured):
Insured deposits$153,29069%$123,74470%
Uninsured deposits (1)69,1763152,86630
Total deposits$222,466100%$176,610100%

(1)Represents consolidated Huntington uninsured deposits, determined by adjusting the amounts reported in the Bank Call Report (FFIEC 031) by inter-

company deposits, which are not customer deposits and are therefore eliminated through consolidation. As of June 30, 2026, the Bank Call Report

estimated uninsured deposit balance was $73.7 billion, which includes $4.6 billion of inter-company deposits. As of December 31, 2025, the Bank Call

Report estimated uninsured deposit balance was $56.9 billion, which includes $4.1 billion of inter-company deposits.

Wholesale Funding

Sources of wholesale funding include non-customer brokered deposits, short-term borrowings, and long-term

debt. Our wholesale funding totaled $27.6 billion at June 30, 2026, an increase of $3.2 billion compared to $24.4

billion at December 31, 2025. The increase from year end was primarily due to a $1.9 billion increase in short-term

borrowings, primarily comprised of short-term FHLB advances, and a $1.5 billion increase in long-term debt driven

by $1.8 billion of senior and subordinated debt issuances, partially offset by maturities and repayments.

2026 2Q Form 10-Q 27

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Cash and Cash Equivalents and Investment Securities

Cash and cash equivalents were $15.6 billion and $13.5 billion at June 30, 2026 and December 31, 2025,

respectively. The $2.1 billion increase in cash and cash equivalents was largely due to higher branch cash on hand

and float balances at the end of the 2026 second quarter to support customer activity in conjunction with the

Cadence systems and branch conversions, as well as higher interest-earning deposits held at the FRB as part of

prudent liquidity risk management to support our strong liquidity position.

Our investment securities portfolio is evaluated under established ALCO objectives. Changing market conditions

could affect the profitability of the portfolio, as well as the level of interest rate risk exposure.

Total investment securities, comprised of AFS and HTM securities, were $49.6 billion at June 30, 2026, compared

to $41.4 billion at December 31, 2025. The $8.2 billion increase in investment securities, compared to December 31,

2025, was largely driven by $9.0 billion of investment securities acquired in the Cadence transaction. At June 30,

2026, the duration of the investment securities portfolio, net of hedging, was 3.2 years. Securities are pledged to

secure borrowing capacity with the FHLB and the FRB, discussed further in the Bank Liquidity and Sources of Funding

section below.

Bank Liquidity and Sources of Funding

Our primary source of funding for the Bank is customer deposits. At June 30, 2026, customer deposits funded

76% of total assets (114% of total loans and leases). To the extent we are unable to obtain sufficient liquidity

through customer deposits, cash and cash equivalents, and investment securities, we may meet our liquidity needs

through wholesale funding and asset securitization or sale. Additionally, the Bank may also access funding through

intercompany notes or parent company deposits placed at the Bank.

The Bank maintains borrowing capacity at both the FHLB and the FRB secured by pledged loans and securities.

While the Bank does not consider borrowing capacity at the FRB a primary source of funding, it could be used as a

potential source of liquidity in a stressed environment or during a market disruption. The amount of available

contingent borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets

pledged.

A summary of the Bank’s selected contingent liquidity sources is presented in the following table.

Table 20 - Selected Contingent Liquidity Sources
(dollar amounts in millions)At June 30, 2026At December 31, 2025
Unused secured borrowing capacity:
FRB$80,905$71,296
FHLB22,78916,212
Unpledged investment securities (at market value)11,67511,743
Interest-earning deposits held at FRB12,26911,712
Selected contingent liquidity sources$127,638$110,963

As of June 30, 2026, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow

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

Parent Company Liquidity

The parent company’s primary financial obligations consist of dividends to shareholders, debt service, income

taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent

company obtains funding to meet obligations from dividends and interest received from the Bank, interest and

dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated

tax return, fees for services provided to subsidiaries, and the issuance of debt and equity instruments.

The parent company had cash and cash equivalents of $4.1 billion and $3.6 billion at June 30, 2026 and

December 31, 2025, respectively.

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On July 22, 2026, our Board of Directors declared a quarterly cash dividend on our common stock of $0.155 per

common share, payable on October 1, 2026 to shareholders of record on September 17, 2026. Additionally, on

July 22, 2026, our Board of Directors declared quarterly dividends on our Series B, F, G, H, J, and K preferred stock,

payable on October 15, 2026 to shareholders of record on October 1, 2026, and a quarterly dividend on our Series L

preferred stock, payable on November 20, 2026 to shareholders of record on November 5, 2026. On June 24, 2026,

our Board of Directors declared a quarterly dividend on our Series I preferred stock, payable on September 1, 2026

to shareholders of record on August 15, 2026. Current quarterly dividend declarations are expected to total

approximately $354 million.

During the first six months of 2026, the Bank paid common dividends to the parent company of $550 million.

During the first quarter of 2026, the Bank redeemed all of its preferred stock outstanding that had previously been

held by the parent company. To meet any additional liquidity needs, the parent company may issue debt or equity

securities. To support the parent company’s ability to issue debt or equity securities, we have filed an automatic

shelf registration statement with the SEC covering an indeterminate amount or number of securities to be offered or

sold from time to time as authorized by Huntington’s Board of Directors.

As of June 30, 2026, we believe the Company has sufficient liquidity and capital resources to meet its cash flow

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

Credit Ratings

Credit ratings represent evaluations by rating agencies based on a number of factors, including financial strength

and the ability to generate earnings, as well as factors not entirely within our control, including conditions affecting

the financial services industry, the economy, and changes in rating methodologies. Credit ratings are subject to

change at any time. Our credit ratings impact our availability and cost of financing, as well as collateral requirements

for certain derivative instruments and deposit products. A downgrade to our credit ratings could adversely affect our

access to capital, increase our cost of funds, or trigger additional collateral or funding requirements.

The following table presents our credit ratings and rating agency outlooks.

Table 21 - Credit Ratings and Outlook
At June 30, 2026
Moody’sStandard & Poor’sFitchDBRS Morningstar
Huntington Bancshares Incorporated
Senior unsecured notesBaa1BBB+A-A
Subordinated notesBaa1BBBBBB+A (low)
Commercial paperNRNRF1R-1 (low)
Ratings outlookNegativeStableStableStable
The Huntington National Bank
Senior unsecured notesA3A-A-A (high)
Long-term depositsA1NR (1)AA (high)
Short-term depositsP-1NR (1)F1R-1 (middle)
Ratings outlookNegativeStableStableStable

NR - Not Rated

(1) Standard & Poor’s does not provide a depositor rating. The Bank’s issuer credit rating is A-.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual obligations and commitments that could

impact our liquidity and capital resources. These arrangements include commitments to extend credit, interest rate

swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, commitments by the

Bank to sell mortgage loans, operating lease payments, and other purchase and marketing obligations.

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Operational Risk

Operational risk is the risk of loss due to human error, third-party performance failures, or inadequate or failed

internal systems and controls, including the use of financial or other quantitative methodologies that may not

adequately predict future results; violations of, or noncompliance with, laws, rules, regulations, prescribed practices,

or ethical standards; and external influences such as market conditions, fraudulent activities, disasters, failed

business contingency plans, and security risks. We continuously strive to test and strengthen our system of internal

controls to ensure compliance with significant contracts, agreements, laws, rules, and regulations, to reduce our

exposure to fraud and to improve the oversight of our operational risk.

To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance

Committee, a Funds Movement Committee, a Fraud Risk Committee, an Information and Technology Risk

Committee, an Artificial Intelligence Risk Committee, a Regulatory and Data Oversight Committee, and a Third Party

Risk Management Committee. The responsibilities of these committees, among other duties, include establishing

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

risks, or trends that may have a significant impact and ensuring that recommendations are developed to address the

identified issues. In addition, we have a Model Risk Oversight Committee that is responsible for policies and

procedures describing how model risk is evaluated and managed and the application of the governance process to

implement these practices throughout the enterprise. These committees report any significant findings and

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

ROC and our Audit Committee, as appropriate.

The goal of this framework is to implement effective operational risk monitoring; minimize operational, fraud,

and legal losses; minimize the impact of inadequately designed models; and enhance our overall performance.

Cybersecurity

Cybersecurity represents an important component of Huntington’s overall cross-functional approach to risk

management. We actively manage a cybersecurity operation designed to detect, contain, and respond to

cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions to our

business. We actively monitor for cyberattacks, such as attempts related to online deception and loss of sensitive

customer data. We evaluate our technology, processes, and controls to mitigate loss from cyberattacks. Although to

date we have not experienced any material losses due to cyberattacks, with the increasing sophistication,

acceleration, and complexity of cyber events, including from developments in artificial intelligence and other

emerging technologies, we cannot ensure that there will not be a material loss in the future. Cybersecurity threats

continue to evolve and increase across the entire digital landscape. In response to the evolving threat landscape, we

continue to enhance our cybersecurity, operational resilience, and third-party risk management capabilities,

including efforts designed to improve the speed of vulnerability identification, remediation, monitoring, and

recovery. We actively monitor our environment for malicious content and implement specific cybersecurity and

fraud capabilities, including the monitoring of phishing email campaigns. In addition, we have implemented specific

cybersecurity and fraud monitoring of remote connections by geography and volume of connections to detect

anomalous remote logins, since a portion of our workforce works remotely from time to time.

Our objective for managing cybersecurity risk is to avoid or minimize the impacts of both internal and external

threat events or other efforts to penetrate our systems. We work to achieve this objective by hardening networks

and systems against attack and by diligently managing visibility and monitoring controls within our data and

communications environment to recognize events and respond before the attacker has the opportunity to plan and

execute on its own goals. To this end, we employ a set of defense-in-depth strategies, which include efforts to make

us less attractive as a target and less vulnerable to threats, while investing in threat analytic capabilities for rapid

detection and response. Potential concerns related to cybersecurity may be escalated to our board-level ROC and/or

Technology Committee, as appropriate.

As a complement to the overall cybersecurity risk management, we use a number of internal training methods,

both formally through mandatory courses and informally through written communications and other updates, to

ensure awareness of the risks of cybersecurity threats at all levels across the organization. Internal policies and

procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks.

We also use third-party services to test the effectiveness of our cybersecurity risk management framework, and any

such third-parties are required to comply with our policies regarding information security and confidentiality.

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Compliance Risk

Compliance risk arises from the possibility that we may fail to comply with the extensive federal and state laws,

rules, and regulations that govern our operations. These requirements span a broad range of obligations, including

anti‑money laundering, consumer protection, lending and servicing standards, client privacy, fair lending,

prohibitions against unfair, deceptive, or abusive acts or practices, protections for military service members, and

community reinvestment expectations.

We maintain a comprehensive compliance management framework designed to identify, assess, monitor, and

report compliance risk across the Company. This framework is supported by dedicated compliance professionals

who partner with our business segments to implement and maintain effective policies, procedures, and controls

consistent with applicable regulatory requirements. Our colleagues receive mandatory training on core regulatory

obligations such as anti‑money laundering and customer privacy, with additional targeted training for those engaged

in lending activities, including flood disaster protection, equal credit opportunity, and fair lending.

We continue to invest in systems, processes, and governance to support compliance with evolving regulatory

expectations. Ongoing changes in regulatory requirements and supervisory priorities may affect our compliance risk

profile. We remain committed to maintaining strong compliance practices and to enhancing our compliance

program as necessary to align with applicable laws, rules, and regulations and to support our aggregate

moderate‑to‑low, through‑the‑cycle risk appetite.

CAPITAL

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.

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

Table 22 - Regulatory Capital Information
(dollar amounts in millions)At June 30, 2026At December 31, 2025
Consolidated:
CET1 risk-based capital ratio10.0%10.4%
Tier 1 risk-based capital ratio11.312.0
Total risk-based capital ratio13.614.2
Tier 1 leverage ratio8.89.3
CET1 risk-based capital$21,388$17,286
Tier 1 risk-based capital24,27920,027
Total risk-based capital29,07623,593
Total risk-weighted assets214,138166,684
Bank:
CET1 risk-based capital ratio11.8%11.7%
Tier 1 risk-based capital ratio12.012.4
Total risk-based capital ratio13.814.0
Tier 1 leverage ratio9.39.6
CET1 risk-based capital$25,197$19,426
Tier 1 risk-based capital25,62220,626
Total risk-based capital29,50223,165
Total risk-weighted assets213,211165,701

At June 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 10.0% at June 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 11.8% increased approximately 10 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 $32.6 billion at June 30, 2026, an increase of $8.3 billion, or 34%, when compared

with December 31, 2025. The increase was primarily driven by $8.3 billion of common and preferred equity issued as

consideration for the Cadence acquisition, in addition to earnings, net of dividends, that were partially offset by

share repurchases and a reduction in accumulated other comprehensive income driven by changes in interest rates.

Our common dividend and total payout ratios were 55% and 81%, respectively, for the first six-month period of

2026, compared to 46% 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.

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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 the six months ended June 30, 2026, we repurchased 18.8 million shares totaling $309 million. As of

June 30, 2026, we had $2.95 billion of common shares available for repurchase under the current Board-approved

authorization.

BUSINESS SEGMENT DISCUSSION

Overview

Our business segments are based on our internally aligned segment leadership structure, which is how

management monitors results and assesses performance. We have two business segments: Consumer & Regional

Banking and Commercial Banking. All other items not included within our two business segments are reported

within the Treasury / Other function, which primarily includes technology and operations and other unallocated

assets, liabilities, revenue, and expense.

Business segment results are determined based on our management practices, which assign balance sheet and

income statement items to each of the business segments. The process is designed around our organizational and

management structure and, accordingly, the results derived are not necessarily comparable with similar information

published by other financial institutions.

Revenue Sharing

Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is

recorded to allocate portions of such revenue to other business segments involved in selling to or providing service

to customers. Results of operations for the business segments reflect these fee-sharing allocations.

Expense Allocation

The management process that develops the business segment reporting utilizes various estimates and allocation

methodologies to measure the performance of the business segments. Expenses are allocated to business segments

using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to

activities related to product origination and servicing. These activity-based costs are then extended, based on

volumes, with the resulting amount allocated to business segments that own the related products. The second

phase consists of the allocation of overhead costs to the business segments from Treasury / Other. We utilize a full-

allocation methodology, where all Treasury / Other expenses, except reported acquisition-related expenses, if any,

and a small amount of other residual unallocated expenses, are allocated to the business segments.

Funds Transfer Pricing (FTP)

We use an active and centralized FTP methodology to attribute appropriate net interest income to the business

segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by

providing modeled duration funding of assets and liabilities. The result is to centralize the financial impact,

management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored

and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for

funding provided by) each business segment. The FTP rate is based on prevailing market interest rates for

comparable duration assets (or liabilities). The primary components of the FTP rate include a base (market) rate, a

liquidity premium, contingent liquidity and collateral charges, and option cost.

2026 2Q Form 10-Q 33

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Net Income (Loss) by Business Segment

Net income (loss) by business segment is presented in the following table.

Table 23 - Net Income (Loss) by Business Segment
Six Months Ended
(dollar amounts in millions)June 30, 2026June 30, 2025
Consumer & Regional Banking$1,010$616
Commercial Banking708552
Treasury / Other(468)(105)
Net income attributable to Huntington$1,250$1,063
Consumer & Regional Banking
Table 24 - Key Performance Indicators for Consumer & Regional Banking
Six Months EndedChange
(dollar amounts in millions)June 30, 2026June 30, 2025AmountPercent
Net interest income$2,823$1,957$86644%
Provision for credit losses164185(21)(11)
Net interest income after provision for credit losses2,6591,77288750
Noninterest income84466617827
Noninterest expense:
Direct personnel costs78959919032
Other noninterest expense, including corporate allocations1,4351,06037535
Total noninterest expense2,2241,65956534
Income before income taxes1,27977950064
Provision for income taxes26916310665
Net income attributable to Huntington$1,010$616$39464%
Number of employees (average full-time equivalent)13,72511,2612,46422%
Total average assets$109,218$78,511$30,70739
Total average loans/leases100,14372,60127,54238
Total average deposits145,615111,55834,05731
Net interest margin3.80%3.48%0.32%9
NCOs$189$118$7160
NCOs as a % of average loans and leases0.38%0.33%0.05%15
Total assets under management (in billions)—eop$49.6$35.3$14.341
Total trust assets (in billions)—eop68.9182.8(113.9)(62)

Consumer & Regional Banking net income was $1.0 billion in the six-month period of 2026, an increase of $394

million, or 64%, compared to the year-ago period. Segment net interest income increased $866 million, or 44%,

primarily due to a $27.5 billion, or 38%, increase in average loans and leases, which includes the Cadence and

Veritex acquisitions, and a 32 basis point increase in NIM. Provision for credit losses decreased $21 million due to

changes in the loan portfolio, partially offset by net charge-offs. Noninterest income increased $178 million, or 27%,

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

income, wealth and asset management revenue, and payments and cash management revenue. Noninterest

expense increased $565 million, or 34%, primarily due to incremental expenses associated with the Cadence and

Veritex acquisitions, along with higher personnel costs and indirect expense allocations.

34 Huntington Bancshares Incorporated

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Commercial Banking
Table 25 - Key Performance Indicators for Commercial Banking
Six Months EndedChange
(dollar amounts in millions)June 30, 2026June 30, 2025AmountPercent
Net interest income$1,359$1,026$33332%
Provision for credit losses1253392279
Net interest income after provision for credit losses1,23499324124
Noninterest income52733918855
Noninterest expense:
Direct personnel costs39328810536
Other noninterest expense, including corporate allocations46233213039
Total noninterest expense85562023538
Income before income taxes90671219427
Provision for income taxes1901504027
Income attributable to non-controlling interest810(2)(20)
Net income attributable to Huntington$708$552$15628%
Number of employees (average full-time equivalent)2,6892,17951023%
Total average assets$91,627$68,697$22,93033
Total average loans/leases81,38659,20122,18537
Total average deposits59,13243,00216,13038
Net interest margin3.28%3.34%(0.06)%(2)
NCOs$40$34$618
NCOs as a % of average loans and leases0.10%0.12%(0.02)%(17)

Commercial Banking net income was $708 million in the first six-month period of 2026, an increase of $156

million, or 28%, compared to the year-ago period. Segment net interest income increased $333 million, or 32%,

primarily driven by a $22.2 billion, or 37%, increase in average loans and leases and a $16.1 billion, or 38%, increase

in average deposits. The increases in loans and leases and deposits were driven by the impact of the Cadence and

Veritex acquisitions, as well as organic growth. The provision for credit losses increased $92 million primarily due to

loan and lease growth. Noninterest income increased $188 million, or 55%, primarily due to the contributions of

Cadence and Veritex, and an additional increase in capital markets and advisory fees, which included the impact of

three strategic business units acquired from Janney in January 2026. Customer deposit and loan fees, payment and

cash management, and leasing revenue were also higher. Noninterest expense increased $235 million, or 38%,

primarily driven by higher personnel expense related to the recent acquisitions and higher allocated overhead.

Treasury / Other

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives (including

mark-to-market of interest rate swaps, as applicable), and equity not directly assigned or allocated to one of the

business segments. Assets include investment securities and bank-owned life insurance.

Net interest income includes the impact of administering our investment securities portfolios, the net impact of

derivatives used to hedge interest rate sensitivity, and the financial impact associated with our FTP methodology, as

described above. Noninterest income includes miscellaneous fee income not allocated to other business segments,

such as bank-owned life insurance income and securities and trading asset gains or losses. Noninterest expense

includes certain corporate administrative expenses, acquisition-related expenses, if any, and other miscellaneous

expenses not allocated to other business segments. The provision for income taxes for the business segments is

calculated at a statutory 21% tax rate, although our overall effective tax rate is lower.

2026 2Q Form 10-Q 35

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Table 26 - Key Performance Indicators for Treasury / Other
Six Months EndedChange
(dollar amounts in millions)June 30, 2026June 30, 2025AmountPercent
Net interest loss$(239)$(90)$(149)(166)%
Noninterest income96(40)136340
Noninterest expense:
Direct personnel costs82050631462
Other noninterest expense, including corporate allocations(316)(436)12028
Total noninterest expense50470434620
Loss before income taxes(648)(200)(448)(224)
Benefit for income taxes(180)(95)(85)(89)
Net loss attributable to Huntington$(468)$(105)$(363)(346)%
Number of employees (average full-time equivalent)9,1136,7262,38735%
Total average assets$72,542$59,269$13,27322

Treasury / Other had a net loss of $468 million in the first six-month period of 2026, compared to a net loss of

$105 million in the year-ago period, driven by acquisition-related expenses, a decrease in net interest income, and a

reduction in corporate allocations, partially offset by higher noninterest income and an increase in the benefit for

income taxes. Net interest loss increased $149 million primarily due to the net impact of FTP credits assigned to each

business segment. The increase in noninterest income was largely due to the addition of Cadence and Veritex, while

the increase in noninterest expense was largely due to acquisition-related expenses. The benefit for income taxes

increased $85 million primarily due to an increase in pre-tax loss.

ADDITIONAL DISCLOSURES

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including MD&A, contains certain forward-looking statements, including,

but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and

are subject to numerous assumptions, risks, estimates, and uncertainties that are beyond the control of Huntington.

Statements that do not describe historical or current facts, including statements about beliefs and expectations, are

forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate,

continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or

conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking

statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933,

Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

36 Huntington Bancshares Incorporated

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While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain

factors which could cause actual results to differ materially from those contained or implied in the forward-looking

statements or historical performance: changes in general economic, political, regulatory, or industry conditions;

deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor

shortages, instability in global economic conditions and geopolitical conditions, including U.S. direct involvement in

war and other conflicts, as well as volatility in financial markets; changes in U.S. trade policies, including the

imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on

the global economy and financial market conditions and our business, results of operations, and financial condition;

the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory

requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital

requirements; potential impacts to macroeconomic conditions, which could affect the ability of depository

institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of

deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively

impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could

negatively impact market perceptions of us and could lead to deposit withdrawals; market perceptions of us and

banks generally, including from the effects of social media; cybersecurity risks; uncertainty in U.S. fiscal and

monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global

capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricing

and services; success, impact, and timing of our business strategies, including market acceptance of any new

products or services including those implementing our “Fair Play” banking philosophy; introduction of new

competitive products, such as stablecoins, and new competitors, such as financial technology companies and other

“nontraditional” bank competitors; changes in policies and standards for regulatory review of bank mergers; the

nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and

interpretations, including those related to the Dodd-Frank Act and the Basel III regulatory capital reforms, as well as

those involving the SEC, the OCC, the Federal Reserve, the FDIC, the CFPB, and state-level regulators; the possibility

that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as

a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of

the economy and competitive factors in the areas where the companies do business; and other factors that may

affect the future results of Huntington.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth

above. Forward-looking statements speak only as of the date they are made and are based on information available

at that time. Huntington does not assume any obligation to update forward-looking statements to reflect actual

results, new information or future events, changes in assumptions or changes in circumstances or other factors

affecting forward-looking statements that occur after the date the forward-looking statements were made or to

reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington updates

one or more forward-looking statements, no inference should be drawn that Huntington will make additional

updates with respect to those or other forward-looking statements. As forward-looking statements involve

significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Non-GAAP Financial Measures

This document contains GAAP financial measures and non-GAAP financial measures, including FTE net interest

income, FTE total revenue, and the efficiency and tangible common equity ratios, where management believes it to

be helpful in understanding our results of operations or financial position. Where non-GAAP financial measures are

used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial

measure, for FTE net interest income and FTE total revenue can be found in Table 1 in this report and in the

reconciliation below for the efficiency and tangible common equity ratios.

2026 2Q Form 10-Q 37

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Fully-Taxable Equivalent Basis

Interest income, yields, and ratios on an FTE basis are considered non-GAAP financial measures. Management

believes net interest income on an FTE basis provides an insightful picture of the interest margin for comparison

purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable

and tax-exempt sources. The FTE basis assumes a federal statutory tax rate of 21%. We encourage readers to

consider the Unaudited Consolidated Financial Statements and other financial information contained in this Form

10-Q in their entirety, and not to rely on any single financial measure.

Non-Regulatory Capital Ratios

In addition to capital ratios defined by banking regulators, the Company considers various other measures when

evaluating capital utilization and adequacy, including tangible common equity to tangible assets.

Non-regulatory capital ratios are viewed by management as useful additional methods of reflecting the level of

capital available to withstand unexpected market conditions. Additionally, presentation of these ratios allows

readers to compare our capitalization to other financial services companies. These ratios differ from capital ratios

defined by banking regulators principally in that the numerator excludes goodwill and other intangible assets, the

nature and extent of which varies among different financial services companies. These ratios are not defined in

GAAP or federal banking regulations. As a result, non-regulatory capital ratios disclosed by the Company are

considered non-GAAP financial measures.

Because there are no standardized definitions for non-regulatory capital ratios, the Company’s calculation

methods may differ from those used by other financial services companies. Also, there may be limits in the

usefulness of these measures to investors. As a result, we encourage readers to consider the Unaudited

Consolidated Financial Statements and other financial information contained in this Form 10-Q in their entirety, and

not to rely on any single financial measure.

The following table provides a reconciliation of the Company’s tangible common equity to tangible assets ratio.

June 30,December 31,
(dollar amounts in millions)20262025
Calculation of tangible equity / asset ratio:
Total Huntington shareholders’ equity$32,624$24,342
Goodwill and other intangible assets(10,442)(6,142)
Deferred tax liability on other intangible assets (1)19230
Total tangible equity22,37418,230
Preferred equity(2,881)(2,731)
Total tangible common equity$19,493$15,499
Total assets$283,984$225,106
Goodwill and other intangible assets(10,442)(6,142)
Deferred tax liability on other intangible assets (1)19230
Total tangible assets$273,734$218,994
Shareholders' equity / total assets11.5%10.8%
Tangible equity / tangible asset ratio8.28.3
Tangible common equity / tangible asset ratio7.17.1

(1)Deferred tax liability related to other intangible assets is calculated at a 21% tax rate.

38 Huntington Bancshares Incorporated

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Efficiency Ratio

The following table provides a reconciliation of the Company’s efficiency ratio.

Three Months EndedSix Months Ended
(amounts in millions)June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Noninterest expense (GAAP)$1,809$1,197$3,583$2,349
Less: Intangible amortization54119522
Noninterest expense less amortization of intangibles (non-GAAP)$1,755$1,186$3,488$2,327
Net interest income$2,052$1,467$3,943$2,893
Noninterest income7854711,467965
Total Revenue (GAAP)2,8371,9385,4103,858
Add: FTE adjustment (1)20163931
Less: Gains (losses) on sales of securities2(58)15(58)
FTE revenue less gains (losses) on sales of securities (non-GAAP)$2,855$2,012$5,434$3,947
Efficiency Ratio (2)61.5%59.0%64.2%58.9%

(1)Calculated on an FTE basis, which represents a non-GAAP measure, assuming a 21% tax rate.

(2)Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding gains (losses) on

sales of securities, which represents a non-GAAP measure.

Critical Accounting Policies and Use of Significant Estimates

Our Unaudited Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of

financial statements in conformity with GAAP requires us to establish accounting policies and make estimates that

affect amounts reported in our Unaudited Consolidated Financial Statements. Note 1 - “Significant Accounting

Policies” of the Notes to Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K, as

supplemented by this report including this MD&A, describes the significant accounting policies we used in our

Unaudited Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material

effect on the Unaudited Consolidated Financial Statements. Estimates are made under facts and circumstances at a

point in time, and changes in those facts and circumstances could produce results substantially different from those

estimates. Our critical accounting policies include the allowance for credit losses, fair value measurements of certain

acquired assets, and goodwill. The following details the policies, assumptions, and judgments related to the

allowance for credit losses and acquisition fair value measurements. The policies, assumptions, and judgments

related to goodwill are described in the Critical Accounting Policies and Use of Significant Estimates section within

the MD&A of Huntington’s 2025 Annual Report on Form 10-K.

Allowance for Credit Losses

Our ACL at June 30, 2026 represents our current estimate of the lifetime credit losses expected from our loan

and lease portfolio and our unfunded lending commitments. Management estimates the ACL by projecting

probability of default, loss given default, and exposure at default, conditional on economic parameters, for the

remaining contractual term. Internal factors that impact the quarterly allowance estimate include the level of

outstanding balances, the portfolio performance, and assigned risk ratings. We utilize statistically based models that

employ assumptions about current and future economic conditions throughout the contractual life of our loan

portfolio. As part of our model risk oversight, we perform ongoing monitoring of model performance to assess

modeling approaches and identify potential model enhancements, which may result in updates to our statistically

based models from time to time.

One of the most significant judgments influencing the ACL estimate is the macroeconomic forecasts. Key

external economic parameters that directly impact our loss modeling framework include forecasted unemployment

rates and GDP. Changes in the economic forecasts could significantly affect the estimated credit losses, which could

potentially lead to materially different allowance levels from one reporting period to the next.

2026 2Q Form 10-Q 39

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Given the dynamic relationship between macroeconomic variables within our modeling framework, it is difficult

to estimate the impact of a change in any one individual variable on the allowance. As a result, management uses a

probability-weighted approach that incorporates a baseline, an adverse, and a more favorable economic scenario

when formulating the quantitative estimate.

To illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100%

weighting applied to an adverse scenario reflecting an amount of stress in excess of current expectations. This

scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence more

than expected. In this scenario, the impact of tariffs on the economy is significantly worse than expected, causing

inflation to increase. In response, the Federal Reserve lowers rates. Increased geopolitical tensions heighten the risk

that China might block the Taiwan strait, limiting the supply chain for semiconductors and raising fears of a broader

conflict. Additionally, concerns grow that the Russian invasion of Ukraine lasts longer than in the baseline scenario

and that the Middle East conflict will widen resulting in sustained increases in energy prices. The combination of

tariffs, rising inflation, political tensions, still elevated interest rates, and reduced credit availability causes the

economy to fall into a recession in mid-2026. Under this scenario, as an example, the unemployment rate increases

significantly from baseline levels peaking in the second quarter of 2027 and GDP declines significantly. The

unemployment rate in this adverse scenario is projected to peak at 8.5% in the second quarter of 2027. This is

approximately 3.9% higher than the baseline scenario projections of 4.6% at the end of 2026 and 4.0% higher than

the baseline projection of 4.5% at the end of 2027. In addition, GDP is significantly lower in the adverse scenario,

with GDP turning negative for the remainder of 2026 before turning positive in 2027 but staying below 2%.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at June 30, 2026,

management calculated the difference between our quantitative ACL and this 100% adverse scenario. Excluding

consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of

approximately $1.3 billion at June 30, 2026.

The resulting difference is not intended to represent an expected increase in allowance levels for a number of

reasons including the following:

  • Management uses a weighted approach applied to multiple economic scenarios for its allowance estimation

process;

  • The highly uncertain economic environment;

  • The difficulty in predicting the inter-relationships between the economic parameters used in the various

economic scenarios; and

  • The sensitivity estimate does not account for any general reserve components and associated risk profile

adjustments incorporated by management as part of its overall allowance framework.

We regularly review our ACL for appropriateness by performing on-going evaluations of the loan and lease

portfolio. In doing so, we consider factors such as the differing economic risks associated with each loan category,

the financial condition of specific borrowers, the level of delinquent loans, the value of any collateral and, where

applicable, the existence of any guarantees or other documented support. We also evaluate the impact of changes

in key economic parameters and overall economic conditions on the ability of borrowers to meet their financial

obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each

reporting date. Large loan exposures may be addressed through a portfolio heterogeneity reserve. We also consider

how significant changes in underwriting policies and procedures could impact the ACL, including consideration of

material changes in portfolio growth rates or credit terms. Any changes to management and staffing that could

impact lending, collections, or other relevant departments that could increase risk within the allowance process are

also contemplated. Observed changes in the quality of the credit review process identified by the second and third

line reviews are also given appropriate consideration.

40 Huntington Bancshares Incorporated

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There is no certainty that our ACL will be appropriate over time to cover losses in our portfolio as economic and

market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events

adversely affecting specific customers, industries, or our markets such as geopolitical instability or risks of elevated

interest rates for longer including a near-term recession, could severely impact our current expectations. If the credit

quality of our customer base materially deteriorates or the risk profile of a market, industry, or group of customers

changes materially, our net income and capital could be materially adversely affected which, in turn could have a

material adverse effect on our financial condition and results of operations. The extent to which the geopolitical

instability and risks of elevated interest rates will continue to negatively impact our businesses, financial condition,

liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with

precision at this time. For more information, see Note 5 - “Loans and Leases” and Note 6 - “Allowance For Credit

Losses” of the Notes to Unaudited Consolidated Financial Statements.

Acquisition Fair Value Measurements

The acquisition method of accounting requires assets and liabilities in business combinations to be recorded at

their estimated fair values as of the date of acquisition. To estimate fair value, we apply various valuation

methodologies to assets acquired and liabilities assumed that often involve significant judgment. Examples of such

estimates include loans and core deposit intangible assets, both of which we developed using an income approach.

To value loans, management incorporated assumptions such as discount rates, prepayment speeds, expected credit

losses, and recovery speeds based on recent origination and market data. The methodology used to value CDI assets

considered the cost savings generated from the deposits relative to an alternative source of funds. Management

incorporated assumptions in the CDI valuation such as customer attrition, discount rates, alternative cost of funding,

and net maintenance costs. Changes in these assumptions could result in materially different fair value

measurements that may impact the Company’s financial condition, results of operations, or disclosures. Discussion

of the assumptions and estimates used by us to assess and determine fair values associated with business

combinations can be found in Note 3 - “Business Combinations” of the Notes to Unaudited Consolidated Financial

Statements.

Goodwill

Subsequent to the completion of our annual impairment test, as described in the Critical Accounting Policies and

Use of Significant Estimates section within the MD&A of Huntington’s 2025 Annual Report on Form 10-K, we

completed the acquisitions of Veritex and Cadence, which resulted in the recognition of additional goodwill of $450

million and $3.5 billion, respectively. Because this goodwill arose after our annual testing date, it was not included in

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

not change our conclusion with respect to goodwill impairment and no triggering event occurred through the end of

the second quarter of 2026 that required a reassessment of goodwill. The goodwill recognized in connection with

the acquisitions has been assigned to our reporting units based on our assessment of how the acquired business will

be integrated and how its operations will be managed. For more information, see Note 8 - “Goodwill and Other

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

Recent Accounting Pronouncements and Developments

Note 2 - “Accounting Standards Update” of the Notes to Unaudited Consolidated Financial Statements discusses,

if applicable, new accounting pronouncements adopted during 2026 and the expected impact of accounting

pronouncements recently issued but not yet required to be adopted. To the extent the adoption of new accounting

standards materially affects financial condition, results of operations, or liquidity, the impacts are discussed in the

applicable section of this MD&A and the Notes to Unaudited Consolidated Financial Statements.

2026 2Q Form 10-Q 41

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