Huntington Bancshares HBAN Form 10-Q filing Q2 FY2026

HUNTINGTON BANCSHARES INCORPORATED

Form 10-Q for the quarter ended June 30, 2026

Page Number

Glossary of Acronyms and Terms 3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited) 41

Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 41

Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 42

Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 43

Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025 44

Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 46

Notes to Unaudited Consolidated Financial Statements: 48

Note 1 - Basis of Presentation 48

Note 2 - Accounting Standards Update 48

Note 3 - Business Combinations 48

Note 4 - Investment and Other Securities 54

Note 5 - Loans and Leases 58

Note 6 - Allowance for Credit Losses 66

Note 7 - Mortgage Loan Sales and Servicing Rights 67

Note 8 - Goodwill and Other Intangible Assets 68

Note 9 - Borrowings 68

Note 10 - Other Comprehensive Income 70

Note 11 - Shareholders’ Equity 72

Note 12 - Earnings Per Share 73

Note 13 - Revenue from Contracts with Customers 74

Note 14 - Fair Value of Assets and Liabilities 76

Note 15 - Derivative Financial Instruments 84

Note 16 - Variable Interest Entities 88

Note 17 - Commitments and Contingent Liabilities 90

Note 18 - Segment Reporting 92

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4

Introduction 4

Executive Overview 4

Discussion of Results of Operations 8

Risk Management: 14

Credit Risk 14

Market Risk 22

Liquidity Risk 25

Operational Risk 29

Compliance Risk 30

Capital 30

Business Segment Discussion 32

Additional Disclosures 35

Item 3. Quantitative and Qualitative Disclosures about Market Risk 94

Item 4. Controls and Procedures 94

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 94

Item 1A. Risk Factors 94

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 95

Item 5. Other Information 95

Item 6. Exhibits 96

Signatures 97

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Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the

document:

ACL Allowance for Credit Losses NAICS North American Industry Classification System

AFS Available-for-Sale NALs Nonaccrual Loans

ALCO Asset-Liability Management Committee NCO Net Charge-off

ALLL Allowance for Loan and Lease Losses NII Net Interest Income

AOCI Accumulated Other Comprehensive Income (Loss) NIM Net Interest Margin

ASC Accounting Standards Codification NPAs Nonperforming Assets

ASU Accounting Standards Update OCC Office of the Comptroller of the Currency

AULC Allowance for Unfunded Lending Commitments OCI Other Comprehensive Income (Loss)

Basel III Refers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013 OLEM Other Loans Especially Mentioned

Board Board of Directors PCD Purchased Credit Deteriorated

C&I Commercial and Industrial ROC Risk Oversight Committee

Cadence Cadence Bank RV Recreational Vehicle

CCAR Comprehensive Capital Analysis and Review SBA Small Business Administration

CDI Core Deposit Intangible SCB Stress Capital Buffer

CDS Credit Default Swap SEC Securities and Exchange Commission

CET1 Common Equity Tier 1 SOFR Secured Overnight Financing Rate

CFPB Bureau of Consumer Financial Protection SPE Special Purpose Entity

CLN Credit Linked Note TBA To Be Announced

CME Chicago Mercantile Exchange U.S. United States of America

CMO Collateralized Mortgage Obligations U.S. Treasury U.S. Department of the Treasury

CRE Commercial Real Estate Veritex Veritex Holdings, Inc.

EOP End of Period VIE Variable Interest Entity

EVE Economic Value of Equity XBRL eXtensible Business Reporting Language

FDIC Federal Deposit Insurance Corporation

Fed Fund The targeted rate by the Federal Reserve to secure overnight funding

Federal Reserve Board of Governors of the Federal Reserve System

FFIEC Federal Financial Institutions Examination Council

FHLB Federal Home Loan Bank

FOMC Federal Open Market Committee

FRB Federal Reserve Bank

FTE Fully-Taxable Equivalent

FTP Funds Transfer Pricing

FVO Fair Value Option

GAAP Generally Accepted Accounting Principles in the United States of America

GDP Gross Domestic Product

HTM Held-to-Maturity

IRS Internal Revenue Service

Janney Janney Montgomery Scott LLC

LIHTC Low Income Housing Tax Credit

MBS Mortgage-Backed Securities

MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations

MSR Mortgage Servicing Right

4 Huntington Bancshares Incorporated

PART I. FINANCIAL INFORMATION

When we refer to “we,” “our,” “us,” “Huntington,” and “the Company” in this Quarterly Report on Form 10-Q

(this “report”), we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context

indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the

“Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.

Item 1. Financial Statements (Unaudited)

Item 1: Financial Statements

(1) Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $493 million, $468 million, $428 million, and $134

million, respectively, at June 30, 2026, and $669 million, $431 million, $600 million, and $152 million, respectively, at December 31, 2025. See Note 16 -

“Variable Interest Entities” for additional information.

       See Notes to Unaudited Consolidated Financial Statements

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See Notes to Unaudited Consolidated Financial Statements

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See Notes to Unaudited Consolidated Financial Statements

44 Huntington Bancshares Incorporated

See Notes to Unaudited Consolidated Financial Statements

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See Notes to Unaudited Consolidated Financial Statements

46 Huntington Bancshares Incorporated

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(1) Includes cash and due from banks and interest-earning deposits at the FRB, included within Interest-earning deposits with banks on our Unaudited

Consolidated Balance Sheets.

See Notes to Unaudited Consolidated Financial Statements

48 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Notes to Unaudited Consolidated Financial Statements

1. BASIS OF PRESENTATION

The accompanying interim Unaudited Consolidated Financial Statements of Huntington reflect all adjustments

consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of

the consolidated financial position, the results of operations, and cash flows for the periods presented. These

interim Unaudited Consolidated Financial Statements have been prepared according to the rules and regulations of

the SEC and, therefore, certain information and footnote disclosures normally included in annual financial

statements prepared in accordance with GAAP have been omitted. The Notes to Consolidated Financial Statements

appearing in Huntington’s 2025 Annual Report on Form 10-K, which include descriptions of significant accounting

policies, as updated by the information contained in this report, should be read in conjunction with these interim

financial statements.

In conjunction with applicable accounting standards, all material subsequent events have been either recognized

in the interim Unaudited Consolidated Financial Statements or disclosed in the Notes to Unaudited Consolidated

Financial Statements. There were no other material subsequent events to disclose for the current period.

2. ACCOUNTING STANDARDS UPDATE

Accounting standards not yet effective

Standard Summary of guidance Effects on financial Statements

ASU 2025-09 - Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

• More closely aligns hedge accounting with the economics of an entity’s risk management activities.
• Allows grouping of forecasted transactions with similar risk exposure.
• Enables hedging of variable price components of forecasted purchases or sales of nonfinancial assets.
• Introduces a model for hedging interest payments on debt instruments with multiple rate options and allows a borrower to select a documented interest rate index and/or tenor without automatically discontinuing hedge accounting.
• Removes the requirement for net written option test in certain compound derivative hedges.
• Effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted on any date on or after issuance of the ASU.
• The amendments should be applied prospectively to all hedging relationships beginning on or after the date of adoption.
• In the period of adoption, an entity must disclose the nature of, and reason for, the change in accounting principle and the method of applying the change.
• Huntington is in the process of evaluating the impact of this ASU on its consolidated financial statements.

3. BUSINESS COMBINATIONS

Veritex Acquisition

On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding

company headquartered in Dallas, Texas, pursuant to the Agreement and Plan of Merger dated July 13, 2025

(“Veritex Merger Agreement”). Upon completion of the acquisition, Veritex merged with and into Huntington, with

Huntington as the surviving company, immediately followed by the merger of Veritex’s wholly owned subsidiary

bank, Veritex Community Bank, with and into Huntington’s wholly owned subsidiary bank, Huntington National

Bank, with Huntington National Bank as the surviving bank.

2026 2Q Form 10-Q 49

Under the terms of the Veritex Merger Agreement, Huntington issued 1.95 shares of its common stock for each

outstanding share of Veritex common stock (“Veritex Merger Consideration”), in a 100% stock transaction, with cash

paid in lieu of fractional shares. In addition, each holder of an outstanding Veritex stock option received cash equal

to the per-share value of the Veritex Merger Consideration over the per-share exercise price, while any Veritex stock

option with a per-share exercise price that was equal to or greater than the per share value of the Merger

Consideration was cancelled for no consideration, and each outstanding restricted stock unit representing a right to

receive Veritex common stock was converted into a restricted stock unit representing a right to receive Huntington’s

common stock as adjusted by the 1.95 exchange ratio. Upon completion of the merger, Huntington issued 107

million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million

shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the

transaction of $1.7 billion based on the closing price of the Company’s common stock on October 17, 2025.

The acquisition of Veritex constituted a business combination in accordance with ASC Topic 805, Business

Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the

acquisition date. The determination of fair value requires management to make estimates related to discount rates,

expected future cash flows, market conditions and other future events that are highly subjective in nature and

subject to change. Fair value estimates related to the assets and liabilities from Veritex are subject to adjustment for

up to one year after the closing date of the acquisition as additional information becomes available. As of June 30,

2026, management completed its review of information related to events or circumstances existing as of the

acquisition date.

Allocation of Purchase Consideration

The following table provides the allocation of the purchase consideration to the assets acquired and liabilities

assumed from Veritex as of October 20, 2025.

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In connection with the Veritex acquisition, Huntington recorded goodwill of $450 million, none of which is

anticipated to be deductible for tax purposes. The goodwill is primarily attributable to expected synergies,

operational efficiencies, and other factors to arise from the transaction. See Note 8 - “Goodwill and Other Intangible

Assets” to the Consolidated Financial Statements appearing in Huntington’s 2025 Annual Report on Form 10-K for

information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition,

as well as the carrying amounts and amortization of core deposit and other intangible assets.

See Note 3 - “Business Combinations” to the Consolidated Financial Statements appearing in Huntington’s 2025

Annual Report on Form 10-K for descriptions of the methods used to determine the fair values of significant assets

acquired and liabilities assumed in the Veritex acquisition.

Cadence Acquisition

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

headquartered in Houston, Texas and Tupelo, Mississippi, pursuant to an agreement by and among Huntington,

Huntington National Bank, and Cadence, whereby Cadence merged with and into Huntington National Bank, with

Huntington National Bank as the surviving bank (“Cadence Merger Agreement”).

Under the terms of the Cadence Merger Agreement, Huntington issued 2.475 shares of common stock for each

outstanding common share of Cadence in a 100% stock transaction, with cash paid in lieu of fractional shares. In

addition, 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. 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 and the issuance of the

depositary shares representing the newly created Series L Preferred Stock, resulting in total consideration from the

transaction of $8.3 billion based on the closing price of the Company’s common stock on January 30, 2026.

The acquisition of Cadence constituted a business combination in accordance with ASC Topic 805, Business

Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the

acquisition date. The determination of fair value requires management to make estimates related to discount rates,

expected future cash flows, market conditions and other future events that are highly subjective in nature and

subject to change. Fair value estimates related to the assets and liabilities from Cadence are subject to adjustment

for up to one year after the closing date of the acquisition as additional information becomes available. The

purchase consideration allocation is considered preliminary as certain estimates related to the assets acquired and

liabilities assumed are subject to continuing refinement. Valuations subject to refinement include, but are not

limited to, loans, certain other assets, and the core deposit intangible asset.

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Preliminary Allocation of Purchase Consideration

The following table provides the preliminary allocation of the purchase consideration to the assets acquired and

liabilities assumed from Cadence as of February 1, 2026.

In connection with the Cadence acquisition, Huntington recorded preliminary goodwill of $3.5 billion, none of

which is anticipated to be deductible for tax purposes. The preliminary goodwill is primarily attributable to expected

synergies, operational efficiencies, and other factors to arise from the transaction. Information regarding the

allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying

amounts of core deposit and other intangible assets, are provided in Note 8 - “Goodwill and Other Intangible Assets”

of the Notes to Unaudited Consolidated Financial Statements.

The following is a description of the methods used to determine the fair values of significant assets acquired and

liabilities assumed.

Cash and due from banks and interest-earning deposits with banks: The carrying amount of these assets was a

reasonable estimate of fair value based on the short-term nature of these assets.

Securities: Fair values for securities were based on quoted market prices or recent transactions, where available. If

quoted market prices were not available, fair value estimates were based on observable inputs including quoted

market prices for similar instruments, quoted market prices that were not in an active market or other inputs that

were observable in the market. In the absence of observable inputs, fair value was estimated based on pricing

models and/or discounted cash flow methodologies.

52 Huntington Bancshares Incorporated

Loans and leases: Fair values for loans and leases were based on a discounted cash flow methodology that

considered factors including the type of loan and lease and related collateral, classification status, fixed or variable

interest rate, term, amortization status and current discount rates. Loans and leases were grouped together

according to similar characteristics when applying various valuation techniques. The discount rates used for loans

and leases were based on current market rates for new originations of comparable loans and leases and include

adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a

reduction to the estimated cash flows. Purchased loans and leases that reflect a more-than-insignificant

deterioration of credit from origination are considered PCD. For PCD loans and leases, the initial estimate of

expected credit losses is recognized in the ALLL on the date of acquisition using the same methodology as other

loans and leases held-for-investment. In addition, Huntington adopted ASU 2025-08 in the fourth quarter of 2025.

Accordingly, the initial estimate of expected credit losses recognized in the ALLL included both PCD and non-PCD

loans which were deemed purchased seasoned loans.

The following table includes the fair value and unpaid principal balance of the acquired loans and leases.

CDI: Huntington recorded a CDI of $855 million as of the acquisition date, which represents the low cost of funding

that acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated

based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition

rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with

customer deposits. The CDI is being amortized over 10 years based upon the period over which estimated economic

benefits are expected to be received.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on

demand at the acquisition date. The fair values for time deposits were estimated using a discounted cash flow

calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

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Pro Forma Financial Information (Unaudited)

Huntington's operating results for the three and six months ended June 30, 2026 include the operating results of

the acquired assets and assumed liabilities of Veritex subsequent to the acquisition on October 20, 2025 and

Cadence subsequent to the acquisition on February 1, 2026. Due to the streamlining and integration of certain

operating activities into those of Huntington post-acquisition, historical reporting for the former Veritex and

Cadence operations is impracticable, and thus disclosures of the revenue from the assets acquired and income

before income taxes are impracticable for the periods subsequent to the acquisitions.

The following table presents unaudited pro forma combined information as if the acquisitions of Veritex and

Cadence had occurred on January 1, 2025 under the “Unaudited Pro Forma Combined Results” columns. The pro

forma adjustments give effect to any change in interest income due to the accretion of the net discount associated

with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated

premium amortization/discount accretion associated with the fair value adjustments to acquired interest-bearing

deposits and long-term debt, and the amortization of the CDI that would have resulted had the deposits been

acquired as of January 1, 2025. Pro forma combined results for the three and six months ended June 30, 2026

include $152 million and $473 million, respectively, of acquisition-related expenses attributable to the acquisitions,

which primarily included, but were not limited to, severance costs, professional services, and data processing fees.

Pro forma combined results also include adjustments for the elimination of Veritex’s and Cadence’s intangible

amortization expense and Cadence’s interest income and interest expense related to premium amortization/

discount accretion from prior acquisitions, and the related income tax effects. The pro forma information does not

necessarily reflect the results of operations that would have occurred had Huntington acquired Veritex and Cadence

on January 1, 2025. Furthermore, cost savings and other business synergies related to the acquisition are not

reflected in the pro forma combined amounts.

54 Huntington Bancshares Incorporated

4. INVESTMENT AND OTHER SECURITIES

Debt securities are classified as held-to-maturity when Huntington has the intent and ability to hold the

securities to their maturity. All other debt and equity securities are classified as either available-for-sale or other

securities. The following tables provide amortized cost, fair value, and gross unrealized gains and losses by

investment category.

(1) Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Unaudited

Consolidated Balance Sheets. At June 30, 2026, accrued interest receivable on AFS securities and HTM securities totaled $140 million and $42 million,

respectively.

(2) Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The

basis adjustments totaled $222 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under

the portfolio layer method are primarily Residential CMO and Residential MBS securities.

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(1) Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Unaudited

Consolidated Balance Sheets. At December 31, 2025, accrued interest receivable on AFS securities and HTM securities totaled $106 million and $44 million,

respectively.

(2) Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The

basis adjustments totaled $177 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under

the portfolio layer method are primarily Residential CMO and Residential MBS securities.

56 Huntington Bancshares Incorporated

The following table provides the amortized cost and fair value of securities by contractual maturity. Expected

maturities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or

without incurring penalties.

The following tables provide detail on investment securities with unrealized losses aggregated by investment

category and the length of time the individual securities have been in a continuous loss position.

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At June 30, 2026, substantially all HTM debt securities are comprised of securities issued by government-

sponsored entities or are explicitly guaranteed by the U.S. government. In addition, there were no HTM debt

securities considered past due at June 30, 2026. Based on an evaluation of available information as of June 30, 2026,

including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable

forecasts that are relevant to collectability of cash flows, Huntington does not expect to incur credit losses on any

security held in its AFS and HTM debt securities portfolio. There was no allowance related to securities as of June 30,

2026 or December 31, 2025.

The carrying value of investment securities pledged to secure public and trust deposits, trading account

liabilities, U.S. Treasury demand notes, and security repurchase agreements, and to support borrowing capacity,

totaled $37.6 billion at June 30, 2026 and $29.7 billion at December 31, 2025.

58 Huntington Bancshares Incorporated

5. LOANS AND LEASES

The following table provides a detailed listing of Huntington’s loan and lease portfolio.

(1) Loans and leases are reported at principal amount outstanding, including unamortized purchase premiums and discounts, unearned income, and net direct

fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net discount of

$1.5 billion and $815 million at June 30, 2026 and December 31, 2025, respectively.

(2) The total amount of accrued interest recorded for loans and leases at June 30, 2026 was $528 million and $298 million of commercial and consumer loan

and lease portfolios, respectively, and at December 31, 2025 was $358 million and $253 million of commercial and consumer loan and lease portfolios,

respectively. Accrued interest is presented in accrued income and other receivables within the Unaudited Consolidated Balance Sheets.

Lease Financing

The following table presents net investments in lease financing receivables by category.

The carrying value of residual values guaranteed was $418 million and $419 million as of June 30, 2026 and

December 31, 2025, respectively. The future lease rental payments due from customers on direct financing leases at

June 30, 2026 totaled $5.3 billion and were due as follows: $887 million in 2026, $1.0 billion in 2027, $976 million in

2028, $888 million in 2029, $676 million in 2030, and $862 million thereafter. Interest income recognized for these

types of leases was $101 million and $92 million for the three-month periods ended June 30, 2026 and 2025,

respectively. For the six-month periods ended June 30, 2026 and 2025, interest income recognized for these types of

leases was $200 million and $181 million, respectively.

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Nonaccrual and Past Due Loans and Leases

The following table presents NALs by loan class.

The following table presents an aging analysis of loans and leases, by loan class.

(1) NALs are included in this aging analysis based on the loan’s past due status.

(2) Amounts include SBA loans and leases.

(3) Amounts include mortgage loans insured by U.S. government agencies.

Credit Quality Indicators

Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics. See Note 5 - “Loans

and Leases” to the Consolidated Financial Statements appearing in Huntington’s 2025 Annual Report on Form 10-K

for a description of the credit quality indicators Huntington utilizes for monitoring credit quality and for determining

an appropriate ACL level.

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The following tables present the amortized cost basis of loans and leases by vintage and internally defined credit

quality indicator.

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The following tables present the gross charge-offs of loans and leases by vintage.

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Modifications to Debtors Experiencing Financial Difficulty

See Note 5 - “Loans and Leases” to the Consolidated Financial Statements appearing in Huntington’s 2025

Annual Report on Form 10-K for a description of reported modification types and the impact on credit quality of

borrowers experiencing financial difficulty.

The following table summarizes the amortized cost basis of loans modified during the reporting period to

borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification.

(1) Represents the amortized cost of loans modified during the reporting period as a percentage of the period-end loan balance by class.

64 Huntington Bancshares Incorporated

The following table summarizes the weighted-average financial effects of loan modifications made to borrowers

experiencing financial difficulty.

(1) Certain disclosures related to financial effects of modifications do not include those deemed to be immaterial.

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The performance of loans made to borrowers experiencing financial difficulty to which modifications were made

is closely monitored to understand the effectiveness of modification efforts. Loans are considered to be in payment

default at 90 or more days past due. The following table depicts the performance of loans that have been modified

during the identified period.

Pledged Loans

The Bank has access to secured borrowings from the Federal Reserve’s discount window and advances from the

FHLB. As of June 30, 2026 and December 31, 2025, loans and leases totaling $143.9 billion and $114.2 billion,

respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

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6. ALLOWANCE FOR CREDIT LOSSES

The following table presents ACL activity by portfolio segment.

(1) Includes charge-offs of $23 million on certain commercial 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.

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At June 30, 2026, the ACL was $3.4 billion, a $638 million increase compared to December 31, 2025. The

increase in the ACL was driven by the ACL recorded for loans acquired in the Cadence transaction in addition to

organic loan and lease growth. The ACL coverage ratio at June 30, 2026 is reflective of the current macroeconomic

forecast and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative

reserve.

The commercial ACL was $2.4 billion at June 30, 2026, a $565 million increase compared to December 31, 2025,

with the increase driven by $438 million of ALLL recorded for commercial loans acquired in the Cadence transaction,

as well as organic growth in commercial loans and leases during the first six months of 2026. The consumer ACL was

$940 million at June 30, 2026, an increase of $73 million from December 31, 2025, with the increase due primarily to

$129 million of ALLL recorded for consumer loans acquired in the Cadence transaction.

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

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

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

cycle of rate cuts, but cuts are expected later in 2026 and 2027, with the federal funds rate projected to return to 3%

by 2028. Inflation is forecasted to remain above the Federal Reserve’s target level of 2%, with inflation still at or near

3% by the end of 2026. Forecasted GDP growth moderated in the first quarter, with growth projected at

approximately 2.2% in 2026 before easing below 2% in 2027.

The economic scenarios used included elevated levels of economic uncertainty including the impact of specific

challenges in the commercial real estate industry, recent inflation levels, the U.S. labor market, the expected path of

interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world.

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

reserve that consists of various risk profile components to address uncertainty not measured within the quantitative

transaction reserve.

7. MORTGAGE LOAN SALES AND SERVICING RIGHTS

Residential Mortgage Portfolio

The following table summarizes activity relating to residential mortgage loans sold with servicing retained.

(1) Included in mortgage banking income.

The following table summarizes the changes in MSRs recorded using the fair value method.

(1) Represents decrease in value due to passage of time, including the impact from both regularly scheduled principal payments and partial loan paydowns.

(2) Represents decrease in value associated with loans that paid off during the period.

(3) Represents change in value resulting primarily from market-driven changes in interest rates.

68 Huntington Bancshares Incorporated

The following table summarizes key assumptions and the sensitivity of the MSR value to changes in these

assumptions.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

In conjunction with the Cadence acquisition, Huntington recorded $3.5 billion of goodwill and $855 million of

core deposit intangible assets, which is included in servicing rights and other intangible assets on the Unaudited

Consolidated Balance Sheets. For additional information on the Cadence acquisition, see Note 3 - “Business

Combinations” of the Notes to Unaudited Consolidated Financial Statements.

A rollforward of goodwill by business segment for which goodwill is allocated is presented in the table below.

(1) On February 1, 2026, Huntington completed the acquisition of Cadence. Fair value estimates related to the acquired assets and liabilities are subject to

adjustment during the one-year measurement period following the closing of the acquisition.

Huntington’s other intangible assets consisted of the following:

9. BORROWINGS

Borrowings with original maturities of one year or less are classified as short-term and were comprised of the

following.

The carrying value of assets pledged as collateral against repurchase agreements totaled $40 million as of

December 31, 2025. There were no assets pledged as collateral against repurchase agreements as of June 30, 2026.

Assets pledged as collateral are reported in available-for-sale securities and held-to-maturity securities on the

Unaudited Consolidated Balance Sheets. The repurchase agreements have maturities within 60 days. No amounts

have been offset against the agreements.

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The following table summarizes the composition of Huntington’s long-term debt.

(1) As of June 30, 2026, the weighted average contractual interest rate on the CLNs was 5.53%. Huntington has elected the fair value option for these notes.

To the extent losses exceed certain thresholds, the principal and interest payable on the notes may be reduced by a portion of the Company's aggregate

net losses on the reference pool of loans, with losses allocated to note classes in reverse order of payment priority.

(2) Represents secured borrowings collateralized by auto loans with a weighted average rate of 5.21% due through 2029. See Note 16 - “Variable Interest

Entities” for additional information.

During the first quarter of 2026, Huntington issued $1.0 billion of fixed-to-floating rate senior and $750 million

of fixed-rate subordinated notes. The fixed-to-floating senior notes are due January 28, 2032 and bear an initial fixed

interest rate of 4.623%. Commencing January 28, 2031, the interest rate will reset to a floating rate equal to a

benchmark rate based on the Compounded SOFR Index Rate plus 99 basis points. The fixed-rate subordinated notes

are due January 28, 2041 and bear interest at 5.605%.

During the first quarter of 2026, the Bank completed a CLN transaction whereby it issued $410 million of

unsecured credit linked notes to third-party investors. There are four classes of notes, each maturing in February

2034. One note class bears interest at a fixed rate of 4.550% and the remaining three note classes bear interest at a

floating rate equal to SOFR plus a spread rate that ranges from 1.00% to 8.65% (weighted average spread of 4.15%).

These notes transfer a portion of the risk of losses to third-party investors on an initial $3.5 billion reference pool of

Huntington’s auto-secured loans.

70 Huntington Bancshares Incorporated

10. OTHER COMPREHENSIVE INCOME

The following table summarizes the components of Huntington’s OCI.

(1) A portion of foreign investments are deemed to be permanent in nature and, therefore, Huntington does not provide for taxes on this portion of foreign

currency translation adjustments.

2026 2Q Form 10-Q 71

The following table summarizes the activity in AOCI.

(1) AOCI amounts at June 30, 2026 and June 30, 2025 include $41 million and $47 million, respectively, of net unrealized losses (after-tax) on securities

previously transferred from the AFS securities portfolio to the HTM securities portfolio. The net unrealized losses will be recognized in earnings over the

remaining life of the security using the effective interest method.

72 Huntington Bancshares Incorporated

11. SHAREHOLDERS' EQUITY

Preferred Stock

The following is a summary of Huntington’s non-cumulative, non-voting, perpetual preferred stock outstanding.

(1) Redeemable at Huntington’s option on the date stated or on a quarterly basis thereafter.

(2) Liquidation value and redemption price per share of $1,000, plus any declared and unpaid dividends.

(3)3-month CME Term SOFR + 26 bps spread adjustment + 270 bps.

(4) Liquidation value and redemption price per share of $100,000, plus any declared and unpaid dividends.

(5) Liquidation value and redemption price per share of $25,000, plus any declared and unpaid dividends.

(6) Redeemable on any dividend payment date.

The following table presents the dividends declared for each series of preferred stock.

(1) Series K was issued during the third quarter of 2025, with the first dividend declaration for the Series K occurring in the fourth quarter of 2025.

(2) Series L was issued during the first quarter of 2026, with the first dividend declaration for the Series L occurring in the first quarter of 2026.

2026 2Q Form 10-Q 73

12. EARNINGS PER SHARE

Basic earnings per share is the amount of earnings (adjusted for preferred stock dividends and the impact of

preferred stock repurchases and redemptions) available to each share of common stock outstanding during the

reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock

outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares.

Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units and

awards, performance share units, and shares held in deferred compensation plans. Potentially dilutive common

shares are excluded from the computation of diluted earnings per share in periods in which the effect would be

antidilutive.

The following table shows the calculation of basic and diluted earnings per share.

(1) Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because

the impact would have been anti-dilutive.

74 Huntington Bancshares Incorporated

13. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue is segregated based on the nature of the product and services offered as part of contractual

arrangements. Certain sources of revenue are recognized within interest or fee income and are outside of the scope

of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the

scope of the ASC 606 and are generally recognized within noninterest income. The following table presents total

noninterest income disaggregated by operating segment and segregated between revenue with contracts with

customers within the scope of ASC 606 and revenue within the scope of other GAAP topics.

2026 2Q Form 10-Q 75

Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions

vary amongst services and customers and thus impact the timing and amount of revenue recognition. Some fees

may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to

those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or

they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for

the reporting period ended June 30, 2026 is expected to be earned within one year. Huntington does not have

significant balances of contract assets or contract liabilities, and any change in those balances during the reporting

period ended June 30, 2026 was determined to be immaterial.

2026 2Q Form 10-Q 76

14. FAIR VALUES OF ASSETS AND LIABILITIES

See Note 19 - “Fair Value of Assets and Liabilities” to the Consolidated Financial Statements appearing in

Huntington’s 2025 Annual Report on Form 10-K for a description of the valuation methodologies used for

instruments measured at fair value. Assets and liabilities measured at fair value rarely transfer between Level 1 and

Level 2 measurements. There were no such transfers during the three-month and six-month periods ended June 30,

2026 and 2025.

Assets and Liabilities measured at fair value on a recurring basis

The following tables present our assets and liabilities measured at fair value on a recurring basis, including

instruments where we have elected the fair value option.

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash

collateral held or placed with the same counterparties.

2026 2Q Form 10-Q 77

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash

collateral held or placed with the same counterparties.

The following table presents a rollforward of the balance sheet amounts measured at fair value on a recurring

basis and classified as Level 3. The classification of an item as Level 3 is based on the significance of the unobservable

inputs to the overall fair value measurement. However, Level 3 measurements may also include observable

components of value that can be validated externally. Accordingly, the gains and losses in the table below include

changes in fair value due in part to observable factors that are part of the valuation methodology.

2026 2Q Form 10-Q 78

(1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held

for sale, which is classified as Level 2.

2026 2Q Form 10-Q 79

2026 2Q Form 10-Q 80

Assets and liabilities under the fair value option

The following table presents the fair value and aggregate principal balance of certain assets and liabilities under

the fair value option.

The following table presents the net gains (losses) from fair value changes.

Assets and Liabilities measured at fair value on a nonrecurring basis

Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods

subsequent to their initial recognition. These assets and liabilities are not measured at fair value on an ongoing

basis; however, they are subject to fair value adjustments in certain circumstances, for example, when there is

evidence of impairment. The gains (losses) represent the amounts recorded during the period regardless of whether

the asset is still held at period end.

The amounts measured at fair value on a nonrecurring basis were as follows.

Huntington records nonrecurring adjustments of collateral-dependent loans held for investment. Such amounts

are generally based on the fair value of the underlying collateral supporting the loan. Appraisals are generally

obtained to support the fair value of the collateral and incorporate measures such as recent sales prices for

comparable properties and cost of construction. Periodically, in cases where the carrying value exceeds the fair

value of the collateral less cost to sell, an impairment charge is recognized in the form of a charge-off.

2026 2Q Form 10-Q 81

Significant unobservable inputs for assets and liabilities measured at fair value

The following table presents quantitative information about the significant unobservable inputs for assets and

liabilities measured at fair value.

(1) Certain disclosures related to quantitative level 3 fair value measurements do not include those deemed to be immaterial.

(2) The range is not meaningful for this unobservable input.

The following provides a general description of the impact of a change in an unobservable input on the fair value

measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships

may also exist between observable and unobservable inputs.

Components of credit loss estimates including probability of default, constant default, cumulative default, loss

given default, cure given deferral, and loss severity, are driven by the ability of the borrowers to pay their loans and

the value of the underlying collateral and are impacted by changes in macroeconomic conditions, typically increasing

when economic conditions worsen and decreasing when conditions improve. An increase in the estimated

prepayment rate typically results in a decrease in estimated credit losses and vice versa. Higher credit loss estimates

generally result in lower fair values. Credit spreads generally increase when liquidity risks and market volatility

increase and decrease when liquidity conditions and market volatility improve.

Discount rates and spread over forward interest rate swap rates typically increase when market interest rates

increase and/or credit and liquidity risks increase and decrease when market interest rates decline and/or credit and

liquidity conditions improve. Higher discount rates and credit spreads generally result in lower fair market values.

Fair values of financial instruments

Many of the assets and liabilities subject to the disclosure requirements are not actively traded, requiring fair

values to be estimated by management. These estimations necessarily involve the use of judgment about a wide

variety of factors, including, but not limited to, relevancy of market prices of comparable instruments, expected

future cash flows, and appropriate discount rates.

The short-term nature of certain assets and liabilities result in their carrying value approximating fair value.

These include trading account assets, customers’ acceptance liabilities, short-term borrowings, bank acceptances

outstanding, and cash and short-term assets, which include cash and due from banks and interest-earning deposits

with banks. Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain

clauses that limit Huntington’s exposure to changes in customer credit quality. Accordingly, their carrying values,

which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.

Certain assets, the most significant being operating lease assets, bank-owned life insurance, and premises and

equipment, do not meet the definition of a financial instrument and are excluded from this disclosure. Similarly,

mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included

in the following tables. Accordingly, this fair value information is not intended to, and does not, represent

Huntington’s underlying value.

2026 2Q Form 10-Q 82

The following table provides the carrying amounts and estimated fair values of Huntington’s financial

instruments.

(1) Includes collateral-dependent loans.

(2) Includes $4.4 billion and $2.1 billion in time deposits in excess of the FDIC insurance coverage limit at June 30, 2026 and December 31, 2025, respectively.

2026 2Q Form 10-Q 83

The following table presents the level in the fair value hierarchy for the estimated fair values.

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash

collateral held or placed with the same counterparties.

(2) Excludes securities without readily determinable fair values.

2026 2Q Form 10-Q 84

15. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are recorded in the Unaudited Consolidated Balance Sheets as either an asset or

a liability (in other assets or other liabilities, respectively) and measured at fair value.

Derivative financial instruments can be designated as accounting hedges under GAAP. Designating a derivative

as an accounting hedge allows Huntington to recognize gains and losses on the hedging instruments in the income

statement line item where the gains and losses on the hedged item are recognized. Gains and losses on derivatives

that are not designated in an effective hedge relationship under GAAP immediately impact earnings within the

period they occur.

The following table presents the fair values and notional values of all derivative instruments included in the

Unaudited Consolidated Balance Sheets. Amounts in the table below are presented gross without the impact of any

net collateral arrangements.

The following table presents the amount of gain or loss recognized in income for derivatives not designated as

hedging instruments under ASC Subtopic 815-10 in the Unaudited Consolidated Income Statement.

Derivatives used in asset and liability management activities

Huntington engages in balance sheet hedging activity, principally for asset and liability management purposes.

Balance sheet hedging activity is generally arranged to receive hedge accounting treatment that can be classified as

either fair value or cash flow hedges. Fair value hedges are executed to hedge changes in fair value of outstanding

fixed-rate debt and investment securities caused by fluctuations in market interest rates. Cash flow hedges are

executed to modify interest rate characteristics of designated commercial loans in order to reduce the impact of

changes in future cash flows due to market interest rate changes.

2026 2Q Form 10-Q 85

The following table presents the gross notional values of derivatives used in Huntington’s asset and liability

management activities at June 30, 2026 and December 31, 2025, identified by the underlying interest rate-sensitive

instruments.

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of

assets and liabilities. Net amounts receivable or payable on contracts hedging either interest-earning assets or

interest-bearing liabilities were accrued as an adjustment to either interest income or interest expense. Adjustments

to interest income were also recorded for the amounts related to the amortization of premiums for floors that were

not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges

reclassified from AOCI. The net amounts resulted in decreases to net interest income of $18 million and $7 million

for the three-month periods ended June 30, 2026, and 2025, respectively, and decreases to net income of $33

million and $25 million for the six-month periods ended June 30, 2026, and 2025, respectively.

Fair Value Hedges

The changes in fair value of the fair value hedges are recorded through earnings and offset against changes in

the fair value of the hedged item.

Huntington has designated $5.6 billion of interest rate swaps as fair value hedges of fixed-rate investment

securities using the portfolio layer method. This approach allows the Company to designate as the hedged item a

stated amount of the assets that are not expected to be affected by prepayments, defaults, or other factors affecting

the timing and amount of cash flows. The fair value portfolio level basis adjustment on our hedged MBS portfolio

has not been attributed to the individual AFS securities in our Unaudited Consolidated Balance Sheets.

The following table presents the change in fair value for derivatives designated as fair value hedges as well as

the offsetting change in fair value on the hedged item.

(1) Recognized in Interest income—available-for-sale securities—taxable in the Unaudited Consolidated Statements of Income.

(2) Recognized in Interest expense—long-term debt in the Unaudited Consolidated Statements of Income.

2026 2Q Form 10-Q 86

The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair

value hedges.

(1) Amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method. The hedged

item is a layer of the closed portfolio that is expected to be remaining at the end of the hedging relationship.

(2) Excluded from the above table are the cumulative amounts of fair value hedge adjustments remaining for long-term debt for which hedge accounting has

been discontinued in the amounts of $(35) million at June 30, 2026 and $(42) million at December 31, 2025.

Cash Flow Hedges

At June 30, 2026, Huntington had $25.6 billion of interest rate swaps and floors that are designated as cash flow

hedges for variable-rate commercial loans. The change in the fair value of a derivative instrument designated as a

cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings.

The initial premium paid for the interest rate floor contracts represents the time value of the contracts and is not

included in the measurement of hedge effectiveness. The initial premium paid is amortized on a straight-line basis as

a reduction to interest income over the contractual life of these contracts.

At June 30, 2026, net losses recognized in AOCI that are expected to be reclassified into earnings within the next

12 months totaled $11 million.

Derivatives used in mortgage banking activities

Mortgage loan origination hedging activity

Huntington uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock

commitments and its mortgage loans held for sale. Mortgage loan sale commitments and the related interest rate

lock commitments are carried at fair value on the Unaudited Consolidated Balance Sheets with changes in fair value

reflected in mortgage banking income. Huntington’s mortgage origination hedging activity is related to economically

hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties. The

value of a newly originated mortgage is not firm until the interest rate is committed or locked. Forward

commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate

change. These derivatives were in a net asset position of $4 million at June 30, 2026 and $2 million at December 31,

2025. At June 30, 2026 and December 31, 2025, Huntington had commitments to sell residential real estate loans of

$1.9 billion and $1.2 billion, respectively. These contracts mature in less than one year.

MSR hedging activity

Huntington also uses certain derivative financial instruments to offset changes in value of its MSRs. These

derivatives consist primarily of forward interest rate agreements and forward mortgage contracts. The derivative

instruments used are not designated as qualifying hedges. Accordingly, such derivatives are recorded at fair value

with changes in fair value reflected in mortgage banking income. Huntington’s MSR economic hedging activity uses

securities and derivatives to manage volatility of the MSR asset value to mitigate the risks inherent in the MSR

assets, which include duration, basis, convexity, and volatility. The hedging instruments include forward

commitments, TBA securities, Treasury future contracts, and interest rate swaps.

2026 2Q Form 10-Q 87

MSR hedging trading assets and liabilities are included in other assets and other liabilities, respectively, in the

Unaudited Consolidated Balance Sheets. Trading gains (losses) are included in mortgage banking income in the

Unaudited Consolidated Statements of Income. The notional value of the derivative financial instruments, the

corresponding trading assets and liabilities positions, and net trading gains (losses) related to MSR hedging activity

are summarized in the following tables.

Derivatives used in customer-related activities

Various derivative financial instruments are offered to enable customers to meet their financing and investing

objectives and for their risk-management purposes. Derivative financial instruments used in trading activities consist

of commodity, interest rate, and foreign exchange contracts. Huntington enters into offsetting third-party contracts

with approved, reputable counterparties with substantially matching terms and currencies in order to economically

hedge significant exposure related to derivatives used in trading activities.

The interest rate or price risk of customer derivatives is mitigated by entering into similar derivatives having

offsetting terms with other counterparties. The credit risk to these customers is evaluated and included in the

calculation of fair value.

The net fair values of these derivative financial instruments, for which the gross amounts are included in other

assets or other liabilities at June 30, 2026 and December 31, 2025, were $69 million and $58 million, respectively.

The total notional values of derivative financial instruments used by Huntington on behalf of customers, including

offsetting derivatives, were $61.8 billion and $52.8 billion at June 30, 2026 and December 31, 2025, respectively.

Huntington’s credit risk from customer derivatives was $99 million and $168 million at the same dates, respectively.

Credit derivative instruments

Huntington enters into credit default swaps to hedge credit risk associated with certain loans and leases. These

contracts are accounted for as derivatives, and accordingly, these contracts are recorded at fair value.

Financial assets and liabilities that are offset in the Unaudited Consolidated Balance Sheets

Huntington records derivatives at fair value as further described in Note 14 - “Fair Values of Assets and

Liabilities”.

Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable

master netting agreements. Additionally, collateral exchanged with counterparties is also netted against the

applicable derivative fair values. Huntington enters into derivative transactions with two primary groups: 1) broker-

dealers and banks and 2) Huntington’s customers. Different methods are utilized for managing counterparty credit

exposure and credit risk for each of these groups.

Huntington enters into transactions with broker-dealers and banks for various risk management purposes. These

types of transactions generally are high dollar volume. Huntington enters into collateral and master netting

agreements with these counterparties and routinely exchanges cash and high quality securities collateral.

Huntington also enters into transactions with customers to meet their financing, investing, payment, and risk-

management needs. These types of transactions generally are low dollar volume. Huntington enters into master

netting agreements with customer counterparties; however, collateral is generally not exchanged with customer

counterparties.

In addition, Huntington clears certain derivative transactions through a clearinghouse, rather than directly with

counterparties. Transactions cleared through a clearinghouse require initial margin collateral and variation margin

payments depending on the contracts being in a net asset or liability position.

2026 2Q Form 10-Q 88

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and

bank derivative transactions was net credit risk of $60 million and $73 million at June 30, 2026 and December 31,

2025, respectively. The net credit risk associated with derivatives is calculated after considering master netting

agreements and is reduced by collateral that has been pledged by the counterparty.

At June 30, 2026, Huntington pledged $467 million of investment securities and cash collateral to

counterparties, while other counterparties pledged $237 million of investment securities and cash collateral to

Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be

required to provide additional collateral.

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net

amounts recognized in the Unaudited Consolidated Balance Sheets.

16. VARIABLE INTEREST ENTITIES

Consolidated VIEs

Huntington engages in activities with VIEs in the normal course of business that result in Huntington being the

primary beneficiary and which are consolidated in Huntington’s financial statements. The following table provides a

summary of the assets and liabilities of VIEs carried on Huntington’s Unaudited Consolidated Balance Sheets.

Huntington previously completed a securitization transaction by transferring automobile loans to a SPE which

was deemed to be a VIE, with the SPE in turn issuing asset-backed notes. The primary purpose of the VIE in the

securitization transaction was to issue asset-backed securities with varying levels of credit subordination and

payment priority. Huntington retained notes and residual interest in the VIE and, therefore, has an obligation to

absorb losses and a right to receive benefits that could potentially be significant to the VIE. In addition, Huntington

retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIE

that most significantly impact the economic performance of the VIE. The assets of the VIE are restricted to the

settlement of the asset-backed securities and other obligations of the VIE. Third-party holders of the asset-backed

notes do not have recourse to the general assets of Huntington.

2026 2Q Form 10-Q 89

The economic performance of the VIE is most significantly impacted by the performance of the underlying loans.

The VIE is exposed to credit and prepayment risk, which are managed through credit enhancements in the form of

reserve accounts, over-collateralization, excess interest on the loans, and the subordination of certain classes of

asset-backed securities.

Consolidated VIEs at June 30, 2026 and December 31, 2025 also included investments in LIHTC operating entities

that were syndicated and where we serve as the general partner and manager. As manager of these entities, we

have the power to direct the activities that most significantly impact economic performance, as well as an obligation

to absorb significant expected losses, of the entities.

Unconsolidated VIEs

The following tables provide a summary of the assets and liabilities included in Huntington’s Unaudited

Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related

to unconsolidated VIEs for which Huntington holds an interest in, but is not the primary beneficiary.

Affordable Housing and Other Tax Credit Investments

Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing

projects utilizing the LIHTC pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments

is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings,

and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the

limited partnerships include the identification, development, and operation of multi-family housing that is leased to

qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and

equity.

Huntington uses the proportional amortization method to account for a majority of its investments in these

entities. These investments are included in other assets. Investments that do not meet the requirements of the

proportional amortization method are accounted for using the equity method. Investment losses are included in

Other noninterest income in the Unaudited Consolidated Statements of Income.

The following table presents the balances of Huntington’s affordable housing tax credit investments and related

unfunded commitments.

2026 2Q Form 10-Q 90

The following table presents other information relating to Huntington’s affordable housing tax credit

investments.

The initial investment in affordable housing tax credit investments and subsequent tax credits, benefits, and

amortization are included within operating activities in the Unaudited Consolidated Statements of Cash Flows.

Trust-Preferred Securities

Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not

included within Huntington’s Unaudited Consolidated Financial Statements. These trusts have been formed for the

sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior

subordinated debentures, which are reflected in Huntington’s Unaudited Consolidated Balance Sheet as long-term

debt. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s

Unaudited Consolidated Financial Statements.

Other Investments

Other investments determined to be VIEs include investments in Small Business Investment Companies, Historic

Tax Credit Investments, certain equity method investments, renewable energy financings, and other miscellaneous

investments.

17. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments to Extend Credit

In the ordinary course of business, Huntington makes various commitments to extend credit that are not

reflected in the Unaudited Consolidated Financial Statements. The contract amounts of these financial agreements

were as follows:

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that

permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in

the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the

pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant

factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts

are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial

instruments is insignificant as a result of their predominantly short-term, variable-rate nature. Certain commitments

to extend credit are secured by collateral, including residential and commercial real estate, inventory, receivables,

cash and securities, and other business assets.

Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to

guarantee the performance of a customer to a third-party. These conditional commitments are primarily issued to

support public and private borrowing arrangements, including commercial paper, bond financing, and similar

transactions and mature within two years. Since the conditions under which Huntington is required to fund these

conditional commitments may not materialize, the cash requirements are expected to be less than the total

outstanding commitments. The carrying amount of deferred revenue associated with these conditional

commitments was $34 million and $31 million at June 30, 2026 and December 31, 2025, respectively.

2026 2Q Form 10-Q 91

Other Guarantees

Huntington provides guarantees to certain third-party investors in connection with the sale of syndicated

affordable housing tax credits. These guarantees are generally in the form of make-whole provisions that are

triggered if the underlying performance of LIHTC properties result in a shortfall to the third-party investors and

remain in effect until the final associated tax credits are realized. The maximum amount guaranteed by the Company

under these arrangements total approximately $405 million and $366 million at June 30, 2026 and December 31,

2025, respectively, and represents the guaranteed portion in these transactions where the make-whole provisions

have not yet expired. As of June 30, 2026, the Company did not expect to be subject to any make-whole provisions

under these guarantees.

Litigation and Regulatory Matters

In the ordinary course of business, Huntington is, or may be a defendant in, or party to pending and threatened

legal and regulatory actions and proceedings.

In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants

seek very large or indeterminate damages or where the matters present novel legal theories or involve a large

number of parties, Huntington generally cannot predict what the eventual outcome of the pending matters will be,

what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties

related to each matter may be.

Huntington establishes an accrued liability when those matters present loss contingencies that are both

probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued.

Huntington thereafter continues to monitor the matter for further developments that could affect the amount of

the accrued liability that has been previously established.

For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington

possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There

may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of

possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible,

management currently estimates the aggregate range of reasonably possible loss is $0 to $75 million at June 30,

2026 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based

upon currently available information and is subject to significant judgment, a variety of assumptions, and known and

unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual

results may vary significantly from the current estimate. The estimated range of possible loss does not represent

Huntington’s maximum loss exposure.

Based on current knowledge, management does not believe that loss contingencies arising from pending

matters will have a material adverse effect on the consolidated financial position of Huntington. Further,

management believes that amounts accrued are adequate to address Huntington’s contingent liabilities. However,

in light of the inherent uncertainties involved in these matters, some of which are beyond Huntington’s control, and

the large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these

matters could be material to Huntington’s results of operations for any particular reporting period.

The following is a description of a legal proceeding in which Huntington or its predecessors are involved:

Donelon v. Americas Insurance Co., No. 714,982 (19th Jud. Dist. Ct., Parish of E. Baton Rouge, La.), consolidated

with Cadence Bank v. Bostick, No. 717212 (19th Jud. Dist. Ct., Parish of E. Baton Rouge, La.) (filed January 13, 2023).

This action arises from an $8 million loan Cadence Bank made in November 2020 under the Federal Reserve’s

Main Street Lending Program (“MSLP”) to a holding company, which owned an insurance carrier, which carrier was

later placed into receivership following substantial losses associated with the August 2021 Category 4 Hurricane Ida.

The action, brought by the receiver on behalf of the Louisiana Insurance Commission, alleges the MSLP loan required

insurance regulatory approval that was not properly obtained by the insurance company. The receiver alleges the

MSLP loan improperly enabled the insurer to continue operations, which allegedly may not have occurred but for

the MSLP loan.

2026 2Q Form 10-Q 92

All claims against Cadence, aside from conspiracy to commit fraud and conspiracy to commit breach of fiduciary

duty, have either been dismissed or withdrawn. The receiver seeks approximately $350 million in compensatory

damages, as well as punitive damages. The trial court heard Cadence’s challenge to the remaining claims on July 1,

2026, and took the matter under advisement. Cadence also disputes the availability of punitive damages, and a

hearing on that issue is set for August 4, 2026, in the Louisiana First Circuit Court of Appeal.

Trial is currently scheduled to commence on November 4, 2026. Cadence has consistently denied all allegations

of wrongdoing, denies that any alleged damages were the result of the MSLP loan, and intends to continue

vigorously defending the litigation.

18. SEGMENT REPORTING

Huntington’s business segments are based on our internally aligned segment leadership structure, which is how

management monitors results and assesses performance. Huntington reports on 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, other

unallocated assets, liabilities, revenue, and expenses. For a description of our business segments, see Note 25 -

“Segment Reporting” to the Consolidated Financial Statements appearing in Huntington’s 2025 Annual Report on

Form 10-K.

The following tables present certain operating basis financial information for each reportable business segment

reconciled to Huntington’s consolidated financial results.

2026 2Q Form 10-Q 93

2026 2Q Form 10-Q 94