Huntington Bancshares Inc: Form 10-Q for the period ended Sep 30, 2026

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 September 30, 2026, we operated approximately 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

approximately $1.7 billion.

Effective February 1, 2026, Huntington completed the acquisition of Cadence Bank (“Cadence”), a regional bank

headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington

National Bank, with Huntington National Bank as the surviving bank. Upon completion of the merger, Huntington

issued 462 million shares of its common stock to Cadence shareholders of record as of the merger date, in addition

to the conversion of certain Cadence equity awards into Huntington equity awards. Further, each outstanding share

of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive one

depositary share representing 1/1000 of a share of a newly created 5.50% Series L Non-Cumulative Perpetual

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

Historical periods reflect results of legacy Huntington operations. Subsequent to the closing of each respective

acquisition, results reflect combined post-acquisition activity. For further information on the Veritex and Cadence

acquisitions, refer to Note 3 - “Business Combinations” of the Notes to Unaudited Consolidated Financial

Statements.

2026 3Q Form 10-Q 5

Financial Performance Review

Selected Financial Data

(dollar amounts in millions, except per share data, share count in millions)

(1) Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common

shareholders’ equity, which represents a non-GAAP measure. Average tangible common shareholders’ equity equals average total common shareholders’

equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred taxes and

calculated assuming a 21% tax rate.

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

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

(losses), which represents a non-GAAP measure.

6 Huntington Bancshares Incorporated

Summary of 2026 Third Quarter Results Compared to 2025 Third Quarter

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

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

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

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

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

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

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

Net interest income was $2.1 billion for the third quarter of 2026, an increase of $563 million, or 37%, from the

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

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

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

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

bearing liabilities were attributable to a combination of the Cadence and Veritex acquisitions, as well as organic

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

interest earning assets.

The provision for credit losses was $123 million in the third quarter of 2026, an increase of $1 million, or 1%,

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

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

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

quarter.

Noninterest income was $722 million in the third quarter of 2026, an increase of $94 million, or 15%, from the

year-ago quarter. The increase in noninterest income was driven by increases across all major fee revenue

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

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

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

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

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

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

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

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

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

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

1.83% of total loans and leases, at December 31, 2025. 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 11.2% at September 30, 2026, compared to 10.8% at

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

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

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

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

December 31, 2025, with the decrease driven by higher risk-weighted assets, the impact of the Cadence acquisition,

and share repurchases, partially offset by an increase in regulatory capital from current period earnings, net of

dividends.

2026 3Q Form 10-Q 7

General

Our general business objectives and strategic priorities are to:

• Deliver our Purpose, Culture, and Vision through a differentiated operating model;
• Deepen customer relationships through advice-driven local delivery of national capabilities and

broader product offerings;

• Generate sustainable long-term profitable growth across our regional and national businesses;
• Invest in technology, data, automation, and digital capabilities to enhance the customer experience,

improve efficiency, and support scalable growth;

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

strategic investment;

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

specialty businesses to drive diversified growth;

• Deploy capital prudently to support organic growth and deliver long-term shareholder returns; and
• Maintain financial strength and resilience through disciplined risk, liquidity and capital management,

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

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

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

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

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

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

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

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

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

risk management, and continued investment in our franchise.

Economy

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

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

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

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

helped sustain growth.

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

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

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

possibility of further tightening before year-end.

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

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

geopolitical developments.

8 Huntington Bancshares Incorporated

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 - Quarterly Average Balance Sheet and Net Interest Margin Analysis

(dollar amounts in millions)

(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 3Q Form 10-Q 9

Quarterly Net Interest Income

Net interest income for the third quarter of 2026 increased $563 million, or 37%, from the third quarter of 2025.

FTE net interest income, a non-GAAP financial measure, for the third quarter of 2026 increased $567 million, or 37%,

from the third quarter of 2025. The increase in FTE net interest income primarily reflected a $62.5 billion, or 32%,

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

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

interest-bearing liabilities were attributable to a combination of the Cadence and Veritex acquisitions and organic

growth. The increase in the NIM was driven by a decrease in deposit rates, partially offset by lower yields on interest

earning assets.

Quarterly Average Balance Sheet

Average assets for the third quarter of 2026 increased $72.5 billion, or 35%, from the third quarter of 2025.

Average earning assets for the third quarter of 2026 increased $62.5 billion, or 32%, from the third quarter of 2025.

The increases in average assets and average earning assets were primarily due to $51.3 billion of total assets,

including $36.9 billion of loans, acquired in connection with the Cadence transaction, and $12.0 billion of total

assets, including $9.3 billion of loans, acquired in connection with the Veritex transaction, in addition to organic loan

growth over the last year.

Average liabilities for the third quarter of 2026 increased $61.2 billion, or 33%, from the third quarter of 2025.

Average deposits for the third quarter of 2026 increased $59.0 billion, or 36%, from the third quarter of 2025. The

increases in average liabilities were primarily due to $43.5 billion of deposits, including $8.8 billion of noninterest-

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

and $10.5 billion of deposits, including $2.4 billion of noninterest-bearing deposits and $8.1 billion of interest-

bearing deposits, acquired in the Veritex transaction, in addition to organic deposit growth over the last year.

Average shareholders’ equity for the third quarter of 2026 increased $11.3 billion, or 53%, from the third quarter

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

acquisitions, and earnings, net of dividends and share repurchases, over the last year.

10 Huntington Bancshares Incorporated

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 - Year-to-Date Average Balance Sheet and Net Interest Margin Analysis

(dollar amounts in millions)

(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 3Q Form 10-Q 11

Year-to-Date Net Interest Income

Net interest income for the first nine-month period of 2026 increased $1.6 billion, or 37%, from the year-ago

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

increased $1.6 billion, or 37%, from the year-ago period. The increase in FTE net interest income reflected an 11

basis point increase in the FTE NIM to 3.23% and a $60.3 billion, or 32%, increase in average total earning assets,

partially offset by a $47.2 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 and average earning assets for the first nine-month period of 2026, inclusive of the impacts of

the Cadence and Veritex acquisitions, increased $68.8 billion, or 33%, and $60.3 billion, or 32%, respectively, from

the year-ago period, with the increases primarily due to increases in average loans and leases of $50.7 billion, or

38%, and total investment and other securities of $5.6 billion, or 13%. The increase in average loans and leases

included growth in average commercial loans and leases of $40.3 billion, or 53%, and average consumer loans of

$10.4 billion, or 18%.

Average liabilities and average deposits for the first nine-month period of 2026, inclusive of the impacts of the

Cadence and Veritex acquisitions, increased $57.7 billion, or 31%, and $54.1 billion, or 33%, respectively, from the

year-ago period. The increase in average deposits was driven by an increase in average interest-bearing deposits of

$44.5 billion, or 33%, and an increase in noninterest-bearing deposits of $9.5 billion, or 33%.

Average shareholders’ equity for the first nine-month period of 2026 increased $11.1 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, and earnings, net of dividends and share repurchases, over the last year.

Provision for Credit Losses

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

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

Table 4 - Provision for Credit Losses

(dollar amounts in millions)

The provision for credit losses for the third quarter of 2026 increased $1 million, or 1%, compared to the third

quarter of 2025. The provision for credit losses for the first nine-month period of 2026 increased $73 million, or 21%,

compared to the year-ago period. The increases in current period provision expense were 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.

12 Huntington Bancshares Incorporated

Noninterest Income

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

Table 5 - Noninterest Income

(dollar amounts in millions)

(1) In the third quarter of 2026, we reclassified insurance income and leasing revenue into other noninterest income. Prior period amounts have been revised

to conform with the current period presentation.

Noninterest income for the third quarter of 2026 increased $94 million, or 15%, from the year-ago quarter,

inclusive of the impact of the Cadence and Veritex acquisitions. Payments and cash management revenue increased

$37 million, or 21%, driven by higher cash management and interchange revenue. Capital markets and advisory fees

increased $28 million, or 30%, primarily due to higher advisory fees from the legacy business and the impact of three

strategic business units acquired from Janney in January 2026, in addition to higher syndication fees. Wealth and

asset management revenue increased $27 million, or 26%, primarily due to higher investment management and

trust income. Customer deposit and loan fees increased $22 million, or 22%, primarily due to an increase in

commitment fees and the volume of personal service charges. Lastly, other noninterest income decreased $22

million, or 20%, largely due to a $24 million gain on the sale of a portion of our trust and custody business that

occurred during the year-ago quarter.

Noninterest income for the first nine-month period of 2026 increased $596 million, or 37%, from the year-ago

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

$149 million, or 61%, 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 $108 million, or 22%, reflecting higher cash management and interchange revenue. Customer deposit and

loan fees increased $79 million, or 28%, primarily reflecting an increase in the volume of personal service charges

and an increase in commitment fees. Wealth and asset management revenue increased $78 million, or 25%,

reflecting higher investment management and trust income. Mortgage banking income increased $28 million, or

27%, due to an increase in net origination and secondary marketing income. Other noninterest income increased

$81 million, or 37%, primarily due to the favorable net impact of credit risk transfer transactions, valuation changes

on strategic and other investments, and bank owned life insurance income. In addition, the first nine-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 3Q Form 10-Q 13

Noninterest Expense

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

Table 6 - Noninterest Expense

(dollar amounts in millions)

(1) In the third quarter of 2026, we reclassified deposit and other insurance expense and lease financing equipment depreciation into other noninterest

expense. Prior period amounts have been revised to conform with the current period presentation.

Noninterest expense in the third quarter of 2026 increased $526 million, or 42%, from the year-ago quarter and

noninterest expense for the first nine-month period of 2026 increased $1.8 billion, or 49%, from the year-ago period.

Noninterest expenses for each period presented include acquisition-related expenses, as detailed in the following

table.

(dollar amounts in millions)

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

increase of $423 million, or 34%, from the year-ago quarter, inclusive of the impact of the Cadence and Veritex

acquisitions. Personnel costs increased $200 million, or 26%, primarily due to higher salary and benefit expense.

Outside data processing and other services increased $43 million, or 22%, primarily reflecting higher technology and

data expense. Amortization of intangibles increased $38 million primarily due to the impact from the addition of

core deposit intangibles from the acquisitions. Net occupancy increased $29 million, or 51%, largely due to increases

in lease and depreciation expense. Lastly, other noninterest expense increased $72 million, or 79%, primarily due to

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

14 Huntington Bancshares Incorporated

Excluding acquisition-related expenses, noninterest expense for the first nine-month period of 2026 was $4.8

billion, an increase of $1.2 billion, or 35%, from the year-ago period, inclusive of the impact of the Cadence and

Veritex acquisitions. Personnel costs increased $674 million, or 31%, primarily due to higher salary, benefit, and

incentive compensation expense. Outside data processing and other services increased $166 million, or 30%,

primarily due to higher technology and data expense. Amortization of intangibles increased $111 million primarily

due to the impact from the addition of core deposit intangibles from the acquisitions. Net occupancy expense

increased $81 million, or 46%, primarily due to increases in lease and depreciation expense. Equipment expense

increased $32 million, or 16%, primarily due to an increase in depreciation expense. Other noninterest expense

increased $136 million, or 43%, 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 $172 million and 19.3%, respectively, in the third

quarter of 2026, compared to $133 million and 17.4%, respectively, in the third quarter of 2025. The provision for

income taxes and effective tax rate were $451 million and 18.5%, respectively, for the nine-month period ended

September 30, 2026, compared to $351 million and 17.0%, respectively, for the nine-month period ended

September 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, acquisition-related nondeductible expenses, and the

absence of certain prior-year tax benefits. 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 $1.6 billion and the net state deferred tax asset was $170 million at

September 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 our 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 of this Quarterly Report on Form 10-Q, 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 3Q Form 10-Q 15

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 September 30, 2026, our loans and leases totaled $191.4 billion, representing a $41.8 billion, or 28%, 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)

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 September 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

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)

(1) Amounts include $4.4 billion and $4.3 billion of auto dealer services loans at September 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

(dollar amounts in millions)

2026 3Q Form 10-Q 17

Table 11 - Commercial Real Estate Portfolio by Geographic Location

(dollar amounts in millions)

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

Our CRE portfolio totaled $22.7 billion at September 30, 2026, an increase of $7.5 billion, or 50%, compared to

December 31, 2025, driven by $9.4 billion of acquired Cadence loans, partially offset by paydowns. The CRE portfolio

had an associated allowance coverage of 3.9% and 3.7% at September 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.

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)

(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.

18 Huntington Bancshares Incorporated

Table 13 - Nonperforming Assets Rollforward

(dollar amounts in millions)

NPAs totaled $1.7 billion at September 30, 2026, a year-to-date increase of $777 million, with the increase

primarily due to acquired NPAs and additional broad-based increases in commercial and industrial, residential

mortgage, and commercial real estate NALs. NALs at September 30, 2026 were not concentrated in any industry or

region.

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.

The baseline economic forecast used as part of estimating the ACL at September 30, 2026 reflected a modest

softening in the labor market and slowing economic growth. Under this scenario, the unemployment rate is

expected to gradually increase over the next year to 4.7%, while GDP growth is expected to moderate through the

remainder of 2026, not exceeding 2% until the fourth quarter of 2027. These economic expectations, together with

portfolio-specific performance trends and other qualitative factors, were incorporated into the Company’s estimate

of expected credit losses.

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

compared to the end of 2025.

Table 14 - Forecasted Key Macroeconomic Variables

(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.

2026 3Q Form 10-Q 19

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 September 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 September 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.

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 15 - Allocation of Allowance for Credit Losses

(dollar amounts in millions)

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

The ACL coverage ratio was 1.75% at September 30, 2026, compared to 1.83% at December 31, 2025, with the

decrease largely driven by portfolio mix changes associated with acquired and organic loan growth and changes in

economic assumptions incorporated into the ACL estimate relative to year-end. The ACL coverage ratio at

September 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.

20 Huntington Bancshares Incorporated

NCOs

The table below reflects NCO detail.

(dollar amounts in millions)

(1) Net charge-offs for the nine months ended September 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 $146 million, or 0.31% of average total loans and leases on an annualized basis, in the third quarter

of 2026, compared to $75 million, or 0.22%, in the year-ago quarter, with the increase reflecting higher net charge-

offs in both the commercial and consumer loan portfolios.

NCOs were $376 million, or 0.27% of average total loans and leases on an annualized basis, for the nine-month

period ended September 30, 2026, compared to $227 million, or 0.23%, for the year-ago period, with the increase

also reflecting higher net charge-offs in both the commercial and consumer loan portfolios.

2026 3Q Form 10-Q 21

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.

Since the Federal Reserve began reducing the federal funds rate in the third quarter of 2024, our cumulative total

deposit beta (total cost of deposits) through the third quarter of 2026 was approximately 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.

Table 17 - Net Interest Income at Risk

(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 September 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 over the simulation horizon and changes in market rates.

22 Huntington Bancshares Incorporated

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 18 - Economic Value of Equity at Risk

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 19 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.

2026 3Q Form 10-Q 23

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

asset and liability management activities.

Table 19 - Information on Asset Liability Management Instruments

(dollar amounts in millions)

(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.

24 Huntington Bancshares Incorporated

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 September 30, 2026, we had a total of $837 million of capitalized MSRs representing the right to service $43.9

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 September 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.

2026 3Q Form 10-Q 25

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 $224.7

billion at September 30, 2026, compared to $176.6 billion at December 31, 2025. The $48.1 billion, or 27%, 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 $5.1 billion of brokered deposits

primarily consisting of brokered money market and time deposit balances at September 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

September 30, 2026.

Insured deposits comprised approximately 68% and 70% of our total deposits at September 30, 2026 and

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

Table 20 - Deposit Composition

(dollar amounts in millions)

(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 September 30, 2026, the Bank Call Report

estimated uninsured deposit balance was $75.9 billion, which includes $4.3 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 $28.5 billion at September 30, 2026, an increase of $4.1 billion compared to

$24.4 billion at December 31, 2025. The increase from year end was primarily due to a $4.8 billion increase in short-

term borrowings, primarily comprised of short-term FHLB advances, and $1.8 billion of senior and subordinated debt

issuances, partially offset by maturities and repayments.

26 Huntington Bancshares Incorporated

Cash and Cash Equivalents and Investment Securities

Cash and cash equivalents were $16.8 billion and $13.5 billion at September 30, 2026 and December 31, 2025,

respectively. The $3.3 billion increase in cash and cash equivalents was largely due to 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 $49.4 billion at September 30, 2026,

compared to $41.4 billion at December 31, 2025. The $8.0 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 September 30, 2026, the duration of the investment securities portfolio, net of hedging, was 3.3 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 September 30, 2026, customer deposits

funded 76% of total assets (115% 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 21 - Selected Contingent Liquidity Sources

(dollar amounts in millions)

As of September 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 $3.9 billion and $3.6 billion at September 30, 2026 and

December 31, 2025, respectively.

2026 3Q Form 10-Q 27

On October 21, 2026, our Board of Directors declared a quarterly cash dividend on our common stock of $0.155

per common share, payable on January 4, 2027 to shareholders of record on December 18, 2026. Additionally, on

October 21, 2026, our Board of Directors declared quarterly dividends on our Series B, F, G, H, J, and K preferred

stock, payable on January 15, 2027 to shareholders of record on January 1, 2027, and a quarterly dividend on our

Series L preferred stock, payable on February 19, 2027 to shareholders of record on February 4, 2027. On

September 14, 2026, our Board of Directors declared a quarterly dividend on our Series I preferred stock, payable on

December 1, 2026 to shareholders of record on November 15, 2026. Current quarterly dividend declarations are

expected to total approximately $353 million.

During the first nine months of 2026, the Bank paid common dividends to the parent company of $1.1 billion.

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 September 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.

NR - Not Rated

(1) Standard & Poor’s does not provide a depositor rating. The Bank’s long-term issuer credit rating is A- and its short-term issuer credit rating is A-2.

(2) In September 2026, Fitch Ratings lowered the Company's senior unsecured debt rating to BBB+ and subordinated debt rating to BBB. Fitch indicated that

the action reflected the application of its methodology for institutions expected to be subject to Category III regulatory standards and did not reflect a

change in its assessment of the Company's underlying credit profile.

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.

28 Huntington Bancshares Incorporated

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 and Fraud Risk Committee, an Information and Technology 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.

2026 3Q Form 10-Q 29

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.

30 Huntington Bancshares Incorporated

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

(dollar amounts in millions)

At September 30, 2026, Huntington and the Bank maintained capital ratios in excess of the well-capitalized

standards established by the Federal Reserve. Our consolidated CET1 risk-based capital ratio was 10.1% at

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

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

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

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

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

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

and the impact of the Cadence acquisition.

We are authorized to make capital distributions that are consistent with the requirements in the Federal

Reserve’s capital rule, including the SCB requirement. Our SCB requirement is 2.5%.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends and share

repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our

objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to

meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business

opportunities.

Shareholders’ equity totaled $32.2 billion at September 30, 2026, an increase of $7.8 billion, or 32%, 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 52% and 74%, respectively, for the first

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

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

2026 3Q Form 10-Q 31

Share Repurchases

From time to time, our Board of Directors authorizes the Company to repurchase shares of our common stock.

Although we announce when our Board authorizes share repurchases, we typically do not give any public notice

before we repurchase our shares at any particular time. Share repurchases may include open market purchases,

through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by

the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or

otherwise, and is subject to the Federal Reserve’s capital regulations. The timing of repurchases will be discretionary

and depend on several factors, including the macroeconomic and interest rate environment, the pace of loan

growth, and other factors.

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

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

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

Board-approved authorization.

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.

32 Huntington Bancshares Incorporated

Net Income (Loss) by Business Segment

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

Table 24 - Net Income (Loss) by Business Segment

(dollar amounts in millions)

Consumer & Regional Banking

Table 25 - Key Performance Indicators for Consumer & Regional Banking

(dollar amounts in millions)

Consumer & Regional Banking net income was $1.5 billion in the nine-month period of 2026, an increase of $496

million, or 50%, compared to the year-ago period. Segment net interest income increased $1.3 billion, or 42%,

primarily due to a $27.9 billion, or 38%, increase in average loans and leases, which includes the Cadence and

Veritex acquisitions, and a 23 basis point increase in NIM. Provision for credit losses decreased $37 million due to

changes in the loan portfolio, partially offset by higher net charge-offs and loan growth. Noninterest income

increased $226 million, or 21%, 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 $891 million, or 36%, primarily due to incremental expenses

associated with the Cadence and Veritex acquisitions, along with higher indirect expense allocations and personnel

costs.

2026 3Q Form 10-Q 33

Commercial Banking

Table 26 - Key Performance Indicators for Commercial Banking

(dollar amounts in millions)

Commercial Banking net income was $1.1 billion in the first nine-month period of 2026, an increase of $223

million, or 25%, compared to the year-ago period. Segment net interest income increased $501 million, or 32%,

primarily driven by a $22.8 billion, or 38%, increase in average loans and leases, partially offset by a $17.2 billion, or

39%, 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 $109 million

primarily due to loan and lease growth. Noninterest income increased $226 million, or 41%, 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 and payment and cash management revenue were also higher. Noninterest expense increased $339

million, or 36%, 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.

34 Huntington Bancshares Incorporated

Table 27 - Key Performance Indicators for Treasury / Other

(dollar amounts in millions)

Treasury / Other had a net loss of $639 million in the first nine-month period of 2026, compared to a net loss of

$199 million in the year-ago period, driven by acquisition-related expenses, an increase in net interest loss, 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 $144 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 $91 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.

2026 3Q Form 10-Q 35

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, FTE net interest margin, 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.

36 Huntington Bancshares Incorporated

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.

(dollar amounts in millions)

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

2026 3Q Form 10-Q 37

Efficiency Ratio

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

(amounts in millions)

(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 September 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.

38 Huntington Bancshares Incorporated

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. Under this

scenario, as an example, the unemployment rate increases significantly from baseline levels peaking in the fourth

quarter of 2027 and GDP declines significantly. The unemployment rate in this adverse scenario is projected to peak

at 8.4% in the fourth quarter of 2027. This is approximately 3.7% higher than the baseline scenario projected peak of

4.7%. In addition, GDP is significantly lower in the adverse scenario, with GDP turning negative for the remainder of

2026 before turning positive in the third quarter of 2027 but staying below 2%.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at September 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 $1.1 billion at September 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.

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

2026 3Q Form 10-Q 39

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 effective October 20, 2025, and February 1, 2026, respectively,

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 third 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.

40 Huntington Bancshares Incorporated

Quantitative and qualitative disclosures for the current period can be found in the Market Risk section of this

report, which includes changes in market risk exposures from disclosures presented in Huntington’s 2025 Annual

Report on Form 10-K.

Disclosure Controls and Procedures

Huntington maintains disclosure controls and procedures designed to ensure that the information required to be

disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange

Act), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and

forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is

accumulated and communicated to the issuer’s management, including its principal executive and principal financial

officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required

disclosure. Huntington’s management, with the participation of its Chief Executive Officer and Chief Financial

Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2026. Based upon such evaluation,

Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026,

Huntington’s disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially

affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

In accordance with the instructions to Part II, the other specified items in this part have been omitted because

they are not applicable, or the information has been previously reported.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully

consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which

could materially affect our business, financial condition, or results of operations.There have been no material

changes to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.

2026 3Q Form 10-Q 93