跳到正文
MarketHOT
English
摘要
SEC · EDGAR 财务披露·· 23 小时前精选AI 评分66

Huntington Bancshares提交截至2026年9月30日季度的未经审计10-Q,披露回购及收购影响

HUNTINGTON BANCSHARES INC /MD/ (0000049196) (Filer)

AI 导读

Huntington Bancshares提交截至2026年9月30日季度的未经审计10-Q;节选显示,总资产较2025年末增加627亿美元至2,878亿美元,主要包括Cadence收购取得的513亿美元资产及有机贷款增长。

推荐理由

节选提供了收购对资产负债、费用和信贷指标的影响,以及季度回购情况,可用于了解公司的经营与资本配置披露。

正文 · 原文

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

OR

 ☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Huntington_Exception_Logo_Horizontal_RGB_Dark (002).jpg

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

Maryland

1-34073

31-0724920

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Registrant’s address: 41 South High Street, Columbus, Ohio 43287

Registrant’s telephone number, including area code: (614) 480-2265

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Depositary Shares (each representing a 1/40th interest in a share of

4.500% Series H Non-Cumulative, perpetual preferred stock)

HBANP

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of

5.70% Series I Non-Cumulative, perpetual preferred stock)

HBANM

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of

6.875% Series J Non-Cumulative, perpetual preferred stock)

HBANL

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of

5.50% Series L Non-Cumulative, perpetual preferred stock)

HBANZ

The Nasdaq Stock Market LLC

Common Stock—Par Value $0.01 per Share

HBAN

The Nasdaq Stock Market LLC

Nasdaq Texas, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90

days.    x  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period

that the registrant was required to submit such files).    x  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐  Yes    x  No

There were 2,015,387,251 shares of the registrant’s common stock ($0.01 par value) outstanding on September 30, 2026.

2    Huntington Bancshares Incorporated

TABLE OF CONTENTS

HUNTINGTON BANCSHARES INCORPORATED

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

Page

Number

Glossary of Acronyms and Terms

3

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

40

Consolidated Balance Sheets at September 30, 2026 and December 31, 2025

40

Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025

41

Consolidated Statements of Comprehensive Income for the three and nine months ended September

30, 2026 and 2025

42

Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended

September 30, 2026 and 2025

43

Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025

45

Notes to Unaudited Consolidated Financial Statements:

47

Note 1 - Basis of Presentation

47

Note 2 - Accounting Standards Update

47

Note 3 - Business Combinations

47

Note 4 - Investment and Other Securities

53

Note 5 - Loans and Leases

57

Note 6 - Allowance for Credit Losses

65

Note 7 - Mortgage Loan Sales and Servicing Rights

66

Note 8 - Goodwill and Other Intangible Assets

67

Note 9 - Borrowings

67

Note 10 - Other Comprehensive Income

69

Note 11 - Shareholders’ Equity

71

Note 12 - Earnings Per Share

72

Note 13 - Revenue from Contracts with Customers

73

Note 14 - Fair Value of Assets and Liabilities

74

Note 15 - Derivative Financial Instruments

82

Note 16 - Variable Interest Entities

86

Note 17 - Commitments and Contingent Liabilities

88

Note 18 - Segment Reporting

90

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

21

Liquidity Risk

24

Operational Risk

28

Compliance Risk

29

Capital

29

Business Segment Discussion

31

Additional Disclosures

34

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

92

Item 4.

Controls and Procedures

92

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

92

Item 1A.

Risk Factors

92

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

93

Item 5.

Other Information

93

Item 6.

Exhibits

94

Signatures

95

2026 3Q Form 10-Q    3

Table of Contents

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

CDI

Core Deposit Intangible

SBA

Small Business Administration

CDS

Credit Default Swap

SCB

Stress Capital Buffer

CET1

Common Equity Tier 1

SEC

Securities and Exchange Commission

CFPB

Bureau of Consumer Financial Protection

SOFR

Secured Overnight Financing Rate

CLN

Credit Linked Note

SPE

Special Purpose Entity

CME

Chicago Mercantile Exchange

TBA

To Be Announced

CMO

Collateralized Mortgage Obligations

U.S.

United States of America

CRE

Commercial Real Estate

U.S. Treasury

U.S. Department of the Treasury

DIF

Deposit Insurance Fund

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

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

MSLP

Federal Reserve’s Main Street Lending Program

MSR

Mortgage Servicing Right

4    Huntington Bancshares Incorporated

Table of Contents

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

INTRODUCTION

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

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

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

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

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

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

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

and services. As of 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

Table of Contents

Financial Performance Review

Selected Financial Data

Table 1 - Selected Quarterly and Year-to-Date Income Statement Data

Three Months Ended

Nine Months Ended

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

count in millions)

Sep 30,

2026

Sep 30,

2025

Change

Sep 30,

2026

Sep 30,

2025

Change

Amount

Percent

Amount

Percent

Interest income

$3,389

$2,600

$789

30%

$9,857

$7,645

$2,212

29%

Interest expense

1,320

1,094

226

21

3,845

3,246

599

18

Net interest income

2,069

1,506

563

37

6,012

4,399

1,613

37

Provision for credit losses

123

122

1

1

413

340

73

21

Net interest income after provision for credit

losses

1,946

1,384

562

41

5,599

4,059

1,540

38

Noninterest income

722

628

94

15

2,189

1,593

596

37

Noninterest expense

1,772

1,246

526

42

5,355

3,595

1,760

49

Income before income taxes

896

766

130

17

2,433

2,057

376

18

Provision for income taxes

172

133

39

29

451

351

100

28

Income after income taxes

724

633

91

14

1,982

1,706

276

16

Income attributable to non-controlling interest

3

4

(1)

(25)

11

14

(3)

(21)

Net income attributable to Huntington

721

629

92

15

1,971

1,692

279

16

Dividends on preferred shares

41

27

14

52

123

81

42

52

Net income applicable to common shares

$680

$602

$78

13%

$1,848

$1,611

$237

15%

Average common shares—basic

2,019

1,459

560

38%

1,971

1,457

514

35%

Average common shares—diluted

2,047

1,485

562

38

1,999

1,483

516

35

Net income per common share—basic

$0.34

$0.41

$(0.07)

(17)

$0.94

$1.11

$(0.17)

(15)

Net income per common share—diluted

0.33

0.41

(0.08)

(20)

0.92

1.09

(0.17)

(16)

Cash dividends declared per common share

0.155

0.155

—

—

0.465

0.465

—

—

Return on average total assets

1.01%

1.19%

0.95%

1.09%

Return on average common shareholders’ equity

9.1

12.4

8.6

11.6

Return on average tangible common shareholders’

equity (1)

14.6

17.8

13.8

16.9

Net interest margin (2)

3.25

3.13

3.23

3.12

Efficiency ratio (3)

61.2

57.4

63.2

58.4

Revenue and Net Interest Income—FTE (non-GAAP)

Net interest income

$2,069

$1,506

$563

37%

$6,012

$4,399

$1,613

37%

FTE adjustment (2)

21

17

4

24

60

48

12

25

Net interest income, FTE (non-GAAP) (2)

2,090

1,523

567

37

6,072

4,447

1,625

37

Noninterest income

722

628

94

15

2,189

1,593

596

37

Total revenue, FTE (non-GAAP) (2)

$2,812

$2,151

$661

31%

$8,261

$6,040

$2,221

37%

(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

Table of Contents

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

Table of Contents

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

Table of Contents

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

Three Months Ended September 30, 2026

Three Months Ended September 30, 2025

Average

Interest

Income/

Expense

Yield/

Average

Interest

Income/

Expense

Yield/

Change in Average

Balances

(dollar amounts in millions)

Balances

(FTE) (1)

Rate (1)(2)

Balances

(FTE) (1)

Rate (1)(2)

Amount

Percent

Assets:

Interest-earning deposits with banks

$14,288

$135

3.78%

$11,823

$134

4.53%

$2,465

21%

Trading account assets

315

3

3.87

629

7

4.03

(314)

(50)

Investment and other securities:

Available-for-sale securities:

Taxable

31,521

296

3.76

23,485

246

4.19

8,036

34

Tax-exempt

3,463

43

4.97

3,318

41

5.02

145

4

Total available-for-sale securities

34,984

339

3.88

26,803

287

4.29

8,181

31

Held-to-maturity securities—taxable

14,314

96

2.69

15,752

105

2.66

(1,438)

(9)

Other securities

1,295

19

5.80

888

12

5.15

407

46

Total investment and other securities

50,593

454

3.59

43,443

404

3.72

7,150

16

Loans held for sale

1,629

22

5.62

893

15

6.52

736

82

Loans and leases (3) :

Commercial:

Commercial and industrial

90,924

1,358

5.84

61,440

959

6.11

29,484

48

Commercial real estate

23,071

357

6.05

10,692

187

6.86

12,379

116

Lease financing

5,724

98

6.72

5,483

93

6.69

241

4

Total commercial

119,719

1,813

5.93

77,615

1,239

6.25

42,104

54

Consumer:

Residential mortgage

33,183

400

4.82

24,511

259

4.23

8,672

35

Automobile

15,339

230

5.94

15,693

234

5.92

(354)

(2)

Home equity

11,869

204

6.81

10,264

190

7.34

1,605

16

RV and marine

5,744

81

5.58

5,860

80

5.41

(116)

(2)

Other consumer

2,595

68

10.44

2,001

55

10.82

594

30

Total consumer

68,730

983

5.69

58,329

818

5.57

10,401

18

Total loans and leases

188,449

2,796

5.84

135,944

2,057

5.96

52,505

39

Total earning assets

255,274

3,410

5.30

192,732

2,617

5.39

62,542

32

Cash and due from banks

2,375

1,445

930

64

Goodwill and other intangible assets

10,416

5,625

4,791

85

All other assets

14,197

9,925

4,272

43

Total assets

$282,262

$209,727

$72,535

35%

Liabilities and shareholders’ equity:

Interest-bearing deposits:

Demand deposits—interest-bearing

$63,704

$321

2.00%

$45,980

$235

2.02%

$17,724

39%

Money market deposits

77,353

517

2.65

62,009

466

2.99

15,344

25

Savings deposits

18,839

30

0.62

15,042

13

0.35

3,797

25

Time deposits

23,766

203

3.40

12,773

116

3.60

10,993

86

Total interest-bearing deposits

183,662

1,071

2.31

135,804

830

2.43

47,858

35

Short-term borrowings

1,152

9

3.12

1,267

13

3.90

(115)

(9)

Long-term debt

18,145

240

5.28

17,433

251

5.75

712

4

Total interest-bearing liabilities

202,959

1,320

2.58

154,504

1,094

2.81

48,455

31

Demand deposits—noninterest-bearing

40,154

29,008

11,146

38

All other liabilities

6,453

4,826

1,627

34

Total liabilities

249,566

188,338

61,228

33

Total Huntington shareholders’ equity

32,656

21,348

11,308

53

Non-controlling interest

40

41

(1)

(2)

Total equity

32,696

21,389

11,307

53

Total liabilities and equity

$282,262

$209,727

$72,535

35%

Net interest rate spread

2.72

2.58

Impact of noninterest-bearing funds on NIM

0.53

0.55

NII/NIM (FTE)

$2,090

3.25%

$1,523

3.13%

(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

Table of Contents

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

Table of Contents

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

Nine Months Ended September 30, 2026

Nine Months Ended September 30, 2025

Average

Interest

Income/

Expense

Yield/

Average

Interest

Income/

Expense

Yield/

Change in Average

Balances

(dollar amounts in millions)

Balances

(FTE) (1)

Rate (1)(2)

Balances

(FTE) (1)

Rate (1)(2)

Amount

Percent

Assets:

Interest-earning deposits with banks

$15,628

$432

3.69%

$11,907

$402

4.50%

3,721

31

Trading account assets

277

8

3.85

584

17

3.82

(307)

(53)

Investment and other securities:

Available-for-sale securities:

Taxable

30,369

839

3.69

23,913

811

4.52

6,456

27

Tax-exempt

3,464

128

4.91

3,274

124

5.06

190

6

Total available-for-sale securities

33,833

967

3.81

27,187

935

4.58

6,646

24

Held-to-maturity securities—taxable

14,618

292

2.66

16,078

320

2.65

(1,460)

(9)

Other securities

1,294

52

5.32

882

36

5.43

412

47

Total investment and other securities

49,745

1,311

3.51

44,147

1,291

3.90

5,598

13

Loans held for sale

1,333

59

5.94

742

36

6.47

591

80

Loans and leases (3) :

Commercial:

Commercial and industrial

87,644

3,885

5.85

59,477

2,746

6.09

28,167

47

Commercial real estate

22,718

1,054

6.12

10,831

555

6.76

11,887

110

Lease financing

5,735

298

6.85

5,472

274

6.61

263

5

Total commercial

116,097

5,237

5.95

75,780

3,575

6.22

40,317

53

Consumer:

Residential mortgage

32,373

1,157

4.76

24,412

762

4.16

7,961

33

Automobile

15,679

691

5.89

15,167

660

5.82

512

3

Home equity

11,692

599

6.85

10,195

559

7.33

1,497

15

RV and marine

5,674

233

5.49

5,910

237

5.35

(236)

(4)

Other consumer

2,511

190

10.15

1,880

154

10.97

631

34

Total consumer

67,929

2,870

5.64

57,564

2,372

5.50

10,365

18

Total loans and leases

184,026

8,107

5.84

133,344

5,947

5.91

50,682

38

Total earning assets

251,009

9,917

5.28

190,724

7,693

5.39

60,285

32

Cash and due from banks

2,065

1,419

646

46

Goodwill and other intangible assets

10,024

5,639

4,385

78

All other assets

13,280

9,790

3,490

36

Total assets

$276,378

$207,572

$68,806

33%

Liabilities and shareholders’ equity:

Interest-bearing deposits:

Demand deposits—interest-bearing

$59,731

$852

1.91%

$44,755

$663

1.98%

$14,976

33%

Money market deposits

75,967

1,456

2.56

61,111

1,388

3.04

14,856

24

Savings deposits

18,607

99

0.71

15,012

31

0.28

3,595

24

Time deposits

24,466

632

3.45

13,347

380

3.81

11,119

83

Total interest-bearing deposits

178,771

3,039

2.27

134,225

2,462

2.45

44,546

33

Short-term borrowings

1,592

43

3.58

1,322

40

4.04

270

20

Long-term debt

19,780

763

5.14

17,372

744

5.71

2,408

14

Total interest-bearing liabilities

200,143

3,845

2.57

152,919

3,246

2.84

47,224

31

Demand deposits—noninterest-bearing

38,577

29,067

9,510

33

All other liabilities

5,903

4,904

999

20

Total liabilities

244,623

186,890

57,733

31

Total Huntington shareholders’ equity

31,713

20,636

11,077

54

Non-controlling interest

42

46

(4)

(9)

Total equity

31,755

20,682

11,073

54

Total liabilities and equity

$276,378

$207,572

$68,806

33%

Net interest rate spread

2.71

2.55

Impact of noninterest-bearing funds on NIM

0.52

0.57

NII/NIM (FTE)

$6,072

3.23%

$4,447

3.12%

(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

Table of Contents

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

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Provision for loan and lease losses

$119

$118

$494

$357

Provision (benefit) for unfunded lending commitments

4

4

(81)

(14)

Provision (benefit) for securities

—

—

—

(3)

Total provision for credit losses

$123

$122

$413

$340

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

Table of Contents

Noninterest Income

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

Table 5 - Noninterest Income

Three Months Ended

Nine Months Ended

September 30,

September 30,

Change

September 30,

September 30,

Change

(dollar amounts in millions)

2026

2025

Percent

2026

2025

Percent

Payments and cash management revenue

$211

$174

21%

$602

$494

22%

Wealth and asset management revenue

131

104

26

385

307

25

Customer deposit and loan fees

124

102

22

362

283

28

Capital markets and advisory fees

122

94

30

394

245

61

Mortgage banking income

45

43

5

130

102

27

Net gains (losses) on sales of securities

—

—

—

15

(58)

126

Other noninterest income (1)

89

111

(20)

301

220

37

Total noninterest income

$722

$628

15%

$2,189

$1,593

37%

(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

Table of Contents

Noninterest Expense

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

Table 6 - Noninterest Expense

Three Months Ended

Nine Months Ended

September 30,

September 30,

Change

September 30,

September 30,

Change

(dollar amounts in millions)

2026

2025

Percent

2026

2025

Percent

Personnel costs

$990

$757

31%

$2,992

$2,150

39%

Outside data processing and other services

290

198

46

927

550

69

Equipment

79

66

20

268

201

33

Net occupancy

96

57

68

271

176

54

Professional services

38

31

23

113

75

51

Marketing

54

34

59

129

91

42

Amortization of intangibles

49

11

345

144

33

336

Other noninterest expense (1)

176

92

91

511

319

60

Total noninterest expense

$1,772

$1,246

42%

$5,355

$3,595

49%

Number of employees (average full-time

equivalent)

25,898

20,247

28%

25,649

20,198

27%

(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.

Table 7 - Impact of Acquisition-related Expenses

Three Months Ended

Nine Months Ended

September 30,

September 30,

September 30,

September 30,

(dollar amounts in millions)

2026

2025

2026

2025

Personnel costs

$33

$—

$168

$—

Outside data processing and other services

52

3

214

3

Equipment

2

1

36

1

Net occupancy

10

—

14

—

Professional services

5

9

27

9

Marketing

2

—

16

—

Other noninterest expense

13

1

57

1

Total impact of acquisition-related expenses

$117

$14

$532

$14

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

Table of Contents

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

Table of Contents

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)

At September 30, 2026

At December 31, 2025

Commercial:

Commercial and industrial

$93,966

49%

$69,442

46%

Commercial real estate

22,748

12

15,209

10

Lease financing

5,885

3

5,727

4

Total commercial

122,599

64

90,378

60

Consumer:

Residential mortgage

33,163

18

24,777

17

Automobile

15,355

8

16,168

11

Home equity

11,898

6

10,395

7

RV and marine

5,757

3

5,682

4

Other consumer

2,677

1

2,242

1

Total consumer

68,850

36

59,264

40

Total loans and leases

$191,449

100%

$149,642

100%

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

Table of Contents

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

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

Table 9 - Loan and Lease Portfolio by Industry Type

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Commercial loans and leases:

Real estate and rental and leasing

$28,571

15%

$20,237

14%

Finance and insurance

17,897

9

10,489

7

Retail trade (1)

12,951

7

12,181

8

Manufacturing

8,610

5

8,265

6

Health care and social assistance

7,765

4

5,920

4

Wholesale trade

6,552

3

5,842

4

Accommodation and food services

6,216

3

4,228

3

Utilities

4,923

3

3,156

2

Construction

4,820

3

2,369

2

Transportation and warehousing

4,401

2

3,288

2

Other services

3,423

2

3,617

2

Professional, scientific, and technical services

3,158

2

2,296

2

Information

3,026

2

1,937

1

Arts, entertainment, and recreation

2,489

1

1,923

1

Admin./support/waste mgmt. and remediation services

2,400

1

1,844

1

Management of companies and enterprises

1,179

1

243

—

Public administration

1,001

1

816

1

Educational services

889

—

738

—

Mining, quarrying, and oil and gas extraction

864

—

147

—

Agriculture, forestry, fishing, and hunting

831

—

410

—

Unclassified/Other

633

—

432

—

Total commercial loans and leases by industry category

122,599

64

90,378

60

Residential mortgage

33,163

18

24,777

17

Automobile

15,355

8

16,168

11

Home equity

11,898

6

10,395

7

RV and marine

5,757

3

5,682

4

Other consumer loans

2,677

1

2,242

1

Total loans and leases

$191,449

100%

$149,642

100%

(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

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Amount by

Property Type

% of Total Loans

and Leases

Amount by

Property Type

% of Total Loans

and Leases

Multi-family

$6,054

3%

$4,822

3%

Warehouse/Industrial

4,136

2

3,054

2

Retail

3,462

2

2,224

1

Office

2,654

1

1,804

1

Hotel

1,910

1

1,438

1

Other

4,532

3

1,867

1

Total commercial real estate loans and leases

$22,748

12%

$15,209

9%

2026 3Q Form 10-Q    17

Table of Contents

Table 11 - Commercial Real Estate Portfolio by Geographic Location

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Amount by

Location (1)

% of Total CRE

Loans and Leases

Amount by

Location (1)

% of Total CRE

Loans and Leases

Texas

$6,864

30%

$4,090

27%

Ohio

2,228

10

2,176

14

Michigan

1,719

8

1,872

12

Florida

1,657

7

830

5

Georgia

1,357

6

347

2

Alabama

678

3

186

1

Illinois

654

3

787

5

California

605

3

406

3

Tennessee

546

2

73

—

Colorado

531

2

555

4

Other

5,909

26

3,887

27

Total commercial real estate loans and leases

$22,748

100%

$15,209

100%

(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)

At September 30, 2026

At December 31, 2025

Nonaccrual loans and leases (NALs):

Commercial and industrial

$1,046

$562

Commercial real estate

265

133

Lease financing

6

8

Residential mortgage

240

107

Automobile

8

6

Home equity

129

113

RV and marine

2

2

Other consumer

1

—

Total nonaccrual loans and leases

1,697

931

Other real estate, net

25

13

Other NPAs (1)

—

1

Total nonperforming assets

$1,722

$945

Nonaccrual loans and leases as a % of total loans and leases

0.89%

0.62%

NPA ratio (2)

0.90

0.63

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

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

18    Huntington Bancshares Incorporated

Table of Contents

Table 13 - Nonperforming Assets Rollforward

Nine months ended

(dollar amounts in millions)

September 30, 2026

September 30, 2025

Nonperforming assets, beginning of period

$945

$822

Acquired nonperforming assets

295

—

New nonperforming assets

1,706

845

Returns to accruing status

(173)

(83)

Charge-offs

(362)

(174)

Payments

(656)

(548)

Sales

(33)

(41)

Nonperforming assets, end of period

$1,722

$821

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

2025

2026

2027

Baseline scenario forecast

Q4

Q2

Q4

Q2

Q4

Unemployment rate (1)

3Q 2026

N/A

N/A

4.3

4.6

4.7

4Q 2025

4.3%

4.6%

4.8%

4.7%

4.6%

Gross Domestic Product (1)

3Q 2026

N/A

N/A

1.9

2.0

2.1

4Q 2025

0.5%

2.3%

1.8%

1.9%

2.0%

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

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

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

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

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

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

2026 3Q Form 10-Q    19

Table of Contents

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

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Allocation of

Allowance

% of Total ALLL

% of Total Loans

and Leases (1)

Allocation of

Allowance

% of Total ALLL

% of Total Loans

and Leases (1)

Commercial

Commercial and industrial

$1,378

42%

49%

$1,070

42%

46%

Commercial real estate

892

28

12

569

22

10

Lease financing

87

3

3

92

4

4

Total commercial

2,357

73

64

1,731

68

60

Consumer

Residential mortgage

236

7

18

205

9

17

Automobile

146

5

8

181

7

11

Home equity

187

6

6

149

6

7

RV and marine

115

4

3

136

5

4

Other consumer

181

5

1

135

5

1

Total consumer

865

27

36

806

32

40

Total ALLL

3,222

2,537

AULC

136

206

Total ACL

$3,358

$2,743

Total ALLL as a % of:

Total loans and leases

1.68%

1.70%

Nonaccrual loans and leases

190

272

NPAs

187

269

Total ACL as % of:

Total loans and leases

1.75%

1.83%

Nonaccrual loans and leases

198

295

NPAs

195

290

(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

Table of Contents

NCOs

The table below reflects NCO detail.

Table 16 - Net Charge-off Analysis

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Net charge-offs (recoveries) by loan and lease type:

Commercial:

Commercial and industrial (1)

$71

$39

$191

$119

Commercial real estate

10

(4)

15

(15)

Lease financing

—

1

(3)

7

Total commercial

81

36

203

111

Consumer:

Residential mortgage

2

—

6

1

Automobile

15

10

42

30

Home equity

—

1

1

1

RV and marine

6

4

19

16

Other consumer

42

24

105

68

Total consumer

65

39

173

116

Total net charge-offs

$146

$75

$376

$227

Net charge-offs (recoveries) - annualized percentages:

Commercial:

Commercial and industrial

0.31%

0.25%

0.29%

0.27%

Commercial real estate

0.16

(0.13)

0.08

(0.18)

Lease financing

0.03

0.04

(0.05)

0.16

Total commercial

0.27

0.18

0.23

0.20

Consumer:

Residential mortgage

0.03

0.01

0.02

0.01

Automobile

0.41

0.26

0.37

0.26

Home equity

0.01

0.01

0.01

0.01

RV and marine

0.40

0.30

0.45

0.36

Other consumer

6.30

4.92

5.50

4.89

Total consumer

0.38

0.27

0.34

0.27

Net charge-offs as a % of average loans and leases

0.31%

0.22%

0.27%

0.23%

(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

Table of Contents

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

At September 30, 2026

At December 31, 2025

Federal Funds Rate

Federal Funds Rate

Basis point change scenario

Starting Point

Month 12 (1)

NII at Risk (%)

Starting Point

Month 12 (1)

NII at Risk (%)

+200

4.00%

7.00%

1.3%

3.75%

5.25%

2.5%

+100

4.00

6.00

0.7

3.75

4.25

0.9

Base

4.00

5.00

—

3.75

3.25

—

-100

4.00

4.00

-0.7

3.75

2.25

-0.6

-200

4.00

3.00

-0.7

3.75

1.25

-1.9

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

The NII at Risk shows that the balance sheet is asset-sensitive at both 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

Table of Contents

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

Economic Value of Equity at Risk (%)

Basis point change scenario

-200

-100

+100

+200

At September 30, 2026

2.7%

2.3%

-3.1%

-6.8%

At December 31, 2025

0.3

1.7

-3.5

-8.3

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

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

Use of Derivatives to Manage Interest Rate Risk

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

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

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

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

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

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

Table 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

Table of Contents

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

Weighted-

Average

Maturity (years)

Weighted-

Average

Fixed Rate

(dollar amounts in millions)

Notional

Value

Fair Value

At September 30, 2026

Asset conversion swaps

Securities (1):

Pay Fixed - Receive SOFR

$1,548

7.47

$218

2.16%

Pay Fixed - Receive SOFR - forward-starting (2)

4,074

11.89

295

1.18

Loans:

Receive Fixed - Pay SOFR

15,275

1.57

(282)

3.23

Receive Fixed - Pay SOFR - forward-starting (3)

4,600

3.33

(184)

3.37

Liability conversion swaps

Receive Fixed - Pay SOFR

9,099

2.62

(294)

2.90

Receive Fixed - Pay SOFR - forward-starting (3)

2,300

3.57

(104)

1.72

Purchased floor spreads (4)

Purchased Floor Spread - SOFR

4,950

2.66

(42)

2.65/3.75

Basis swaps (5)

Pay SOFR - Receive Fed Fund (economic hedges)

27

4.08

—

3.74

Pay Fed Fund - Receive SOFR (economic hedges)

1

9.06

—

3.84

Total swap portfolio

$41,874

$(393)

At December 31, 2025

Asset conversion swaps

Securities (1):

Pay Fixed - Receive SOFR

$3,987

3.92

$130

2.48%

Pay Fixed - Receive SOFR - forward-starting (6)

1,160

12.47

44

3.36

Loans:

Receive Fixed - Pay SOFR

15,800

2.05

(2)

3.18

Receive Fixed - Pay SOFR - forward-starting (7)

2,500

4.21

(3)

3.30

Liability conversion swaps

Receive Fixed - Pay SOFR

10,599

2.97

(22)

3.51

Purchased floor spreads (4)

Purchased Floor Spread - SOFR

6,750

1.06

30

2.80 / 3.87

Purchased Floor Spread - SOFR forward-starting (7)

3,200

3.49

51

2.83 / 3.83

Basis swaps (5)

Pay SOFR - Receive Fed Fund (economic hedges)

27

4.83

—

3.81

Pay Fed Fund - Receive SOFR (economic hedges)

1

9.81

—

3.99

Total swap portfolio

$44,024

$228

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

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

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

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

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

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

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

Use of Derivatives to Manage Credit Risk

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

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

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

24    Huntington Bancshares Incorporated

Table of Contents

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

Table of Contents

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)

At September 30, 2026

At December 31, 2025

By type:

Demand deposits—noninterest-bearing

$41,317

18%

$32,205

18%

Demand deposits—interest-bearing

64,503

29

48,510

27

Money market deposits

77,509

35

65,123

37

Savings deposits

18,861

8

15,426

9

Time deposits

22,488

10

15,346

9

Total deposits

$224,678

100%

$176,610

100%

Total deposits (insured/uninsured):

Insured deposits

$153,113

68%

$123,744

70%

Uninsured deposits (1)

71,565

32

52,866

30

Total deposits

$224,678

100%

$176,610

100%

(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

Table of Contents

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)

At September 30, 2026

At December 31, 2025

Unused secured borrowing capacity:

FRB

$87,502

$71,296

FHLB

20,624

16,212

Unpledged investment securities (at market value)

11,280

11,743

Interest-earning deposits held at FRB

14,439

11,712

Selected contingent liquidity sources

$133,845

$110,963

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

Table of Contents

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.

Table 22 - Credit Ratings and Outlook

At September 30, 2026

Moody’s

Standard & Poor’s

Fitch (2)

DBRS Morningstar

Huntington Bancshares Incorporated

Senior unsecured notes

Baa1

BBB+

BBB+

A

Subordinated notes

Baa1

BBB

BBB

A (low)

Commercial paper

NR

NR

F1

R-1 (low)

Ratings outlook

Negative

Stable

Stable

Stable

The Huntington National Bank

Senior unsecured notes

A3

A-

A-

A (high)

Long-term deposits

A1

NR (1)

A

A (high)

Short-term deposits

P-1

NR (1)

F1

R-1 (middle)

Ratings outlook

Negative

Stable

Stable

Stable

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

Table of Contents

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

Table of Contents

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

Table of Contents

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

Table 23 - Regulatory Capital Information

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Consolidated:

CET1 risk-based capital ratio

10.1%

10.4%

Tier 1 risk-based capital ratio

11.5

12.0

Total risk-based capital ratio

13.7

14.2

Tier 1 leverage ratio

9.0

9.3

CET1 risk-based capital

$21,684

$17,286

Tier 1 risk-based capital

24,575

20,027

Total risk-based capital

29,376

23,593

Total risk-weighted assets

214,442

166,684

Bank:

CET1 risk-based capital ratio

11.9%

11.7%

Tier 1 risk-based capital ratio

12.1

12.4

Total risk-based capital ratio

14.0

14.0

Tier 1 leverage ratio

9.5

9.6

CET1 risk-based capital

$25,523

$19,426

Tier 1 risk-based capital

25,944

20,626

Total risk-based capital

29,830

23,165

Total risk-weighted assets

213,584

165,701

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

Table of Contents

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

Table of Contents

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

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

Consumer & Regional Banking

$1,494

$998

Commercial Banking

1,116

893

Treasury / Other

(639)

(199)

Net income attributable to Huntington

$1,971

$1,692

Consumer & Regional Banking

Table 25 - Key Performance Indicators for Consumer & Regional Banking

Nine Months Ended

Change

(dollar amounts in millions)

September 30,

2026

September 30,

2025

Amount

Percent

Net interest income

$4,274

$3,018

$1,256

42%

Provision for credit losses

269

306

(37)

(12)

Net interest income after provision for credit losses

4,005

2,712

1,293

48

Noninterest income

1,285

1,059

226

21

Noninterest expense:

Direct personnel costs

1,210

907

303

33

Other noninterest expense, including corporate allocations

2,189

1,601

588

37

Total noninterest expense

3,399

2,508

891

36

Income before income taxes

1,891

1,263

628

50

Provision for income taxes

397

265

132

50

Net income attributable to Huntington

$1,494

$998

$496

50%

Number of employees (average full-time equivalent)

13,813

11,240

2,573

23%

Total average assets

$110,921

$79,149

$31,772

40

Total average loans/leases

101,045

73,176

27,869

38

Total average deposits

146,892

111,416

35,476

32

Net interest margin

3.79%

3.56%

0.23%

6

NCOs

$291

$181

$110

61

NCOs as a % of average loans and leases

0.38%

0.33%

0.05%

15

Total assets under management (in billions)—eop

$48.7

$37.0

$11.7

32

Total trust assets (in billions)—eop

67.8

57.5

10.3

18

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

Table of Contents

Commercial Banking

Table 26 - Key Performance Indicators for Commercial Banking

Nine Months Ended

Change

(dollar amounts in millions)

September 30,

2026

September 30,

2025

Amount

Percent

Net interest income

$2,065

$1,564

$501

32%

Provision for credit losses

143

34

109

321

Net interest income after provision for credit losses

1,922

1,530

392

26

Noninterest income

783

557

226

41

Noninterest expense:

Direct personnel costs

581

440

141

32

Other noninterest expense, including corporate allocations

697

499

198

40

Total noninterest expense

1,278

939

339

36

Income before income taxes

1,427

1,148

279

24

Provision for income taxes

300

241

59

24

Income attributable to non-controlling interest

11

14

(3)

(21)

Net income attributable to Huntington

$1,116

$893

$223

25%

Number of employees (average full-time equivalent)

2,719

2,200

519

24%

Total average assets

$93,545

$69,522

$24,023

35

Total average loans/leases

82,775

59,933

22,842

38

Total average deposits

61,333

44,129

17,204

39

Net interest margin

3.25%

3.33%

(0.08)%

(2)

NCOs

$84

$46

$38

83

NCOs as a % of average loans and leases

0.14%

0.10%

0.04%

40

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 of Contents

Table 27 - Key Performance Indicators for Treasury / Other

Nine Months Ended

Change

(dollar amounts in millions)

September 30,

2026

September 30,

2025

Amount

Percent

Net interest loss

$(327)

$(183)

$(144)

(79)%

Noninterest income

121

(23)

144

626

Noninterest expense:

Direct personnel costs

1,201

803

398

50

Other noninterest expense, including corporate allocations

(523)

(655)

132

20

Total noninterest expense

678

148

530

358

Loss before income taxes

(885)

(354)

(531)

(150)

Benefit for income taxes

(246)

(155)

(91)

(59)

Net loss attributable to Huntington

$(639)

$(199)

$(440)

(221)%

Number of employees (average full-time equivalent)

9,117

6,758

2,359

35%

Total average assets

$71,912

$58,901

$13,011

22

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

Table of Contents

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

Table of Contents

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.

September 30,

December 31,

(dollar amounts in millions)

2026

2025

Calculation of tangible equity / asset ratio:

Total Huntington shareholders’ equity

$32,179

$24,342

Goodwill and other intangible assets

(10,393)

(6,142)

Deferred tax liability on other intangible assets (1)

182

30

Total tangible equity

21,968

18,230

Preferred equity

(2,881)

(2,731)

Total tangible common equity

$19,087

$15,499

Total assets

$287,833

$225,106

Goodwill and other intangible assets

(10,393)

(6,142)

Deferred tax liability on other intangible assets (1)

182

30

Total tangible assets

$277,622

$218,994

Shareholders' equity / total assets

11.2%

10.8%

Tangible equity / tangible asset ratio

7.9

8.3

Tangible common equity / tangible asset ratio

6.9

7.1

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

2026 3Q Form 10-Q    37

Table of Contents

Efficiency Ratio

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

Three Months Ended

Nine Months Ended

(amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Noninterest expense (GAAP)

$1,772

$1,246

$5,355

$3,595

Less: Intangible amortization

49

11

144

33

Noninterest expense less amortization of intangibles (non-GAAP)

$1,723

$1,235

$5,211

$3,562

Net interest income

$2,069

$1,506

$6,012

$4,399

Noninterest income

722

628

2,189

1,593

Total Revenue (GAAP)

2,791

2,134

8,201

5,992

Add: FTE adjustment (1)

21

17

60

48

Less: Gains (losses) on sales of securities

—

—

15

(58)

FTE revenue less gains (losses) on sales of securities (non-GAAP)

$2,812

$2,151

$8,246

$6,098

Efficiency Ratio (2)

61.2%

57.4%

63.2%

58.4%

(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

Table of Contents

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

Table of Contents

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

Table of Contents

Item 1: Financial Statements

Huntington Bancshares Incorporated

Consolidated Balance Sheets (Unaudited)

At September 30,

At December 31,

(dollar amounts in millions)

2026

2025

Assets

Cash and due from banks

$2,377

$1,783

Interest-earning deposits with banks

15,019

12,295

Trading account assets

345

63

Available-for-sale securities

34,623

26,132

Held-to-maturity securities

14,733

15,258

Other securities

1,433

994

Loans held for sale (includes $1,154 and $885, respectively, measured at fair value)

1,567

1,415

Loans and leases (includes $166 and $167, respectively, measured at fair value)

191,449

149,642

Allowance for loan and lease losses

(3,222)

(2,537)

Net loans and leases (1)

188,227

147,105

Bank-owned life insurance

3,687

2,902

Accrued income and other receivables

3,255

2,621

Premises and equipment

2,166

1,321

Goodwill

9,527

5,997

Servicing rights and other intangible assets

1,728

752

Other assets (1)

9,146

6,468

Total assets

$287,833

$225,106

Liabilities and shareholders’ equity

Liabilities

Deposits:

Demand deposits—noninterest-bearing

$41,317

$32,205

Interest-bearing

183,361

144,405

Total deposits

224,678

176,610

Short-term borrowings

6,066

1,261

Long-term debt (1) (includes $1,561 and $1,161, respectively, measured at fair value)

17,341

17,221

Other liabilities (1)

7,531

5,635

Total liabilities

255,616

200,727

Commitments and Contingent Liabilities (Note 17)

Shareholders’ equity

Preferred stock

2,881

2,731

Common stock

20

16

Capital surplus

25,101

17,244

Less treasury shares, at cost

(92)

(92)

Accumulated other comprehensive income (loss)

(2,974)

(1,908)

Retained earnings

7,243

6,351

Total Huntington shareholders’ equity

32,179

24,342

Non-controlling interest

38

37

Total equity

32,217

24,379

Total liabilities and equity

$287,833

$225,106

Common shares authorized (par value of $0.01)

2,250,000,000

2,250,000,000

Common shares outstanding

2,015,387,251

1,567,732,506

Treasury shares outstanding

6,952,614

7,187,541

Preferred stock, authorized shares

6,617,808

6,617,808

Preferred shares outstanding

891,900

885,000

(1)Includes VIE balances in net loans and leases, other assets, long-term debt, and other liabilities of $415 million, $454 million, $352 million, and $117

million, respectively, at September 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

2026 3Q Form 10-Q    41

Table of Contents

Huntington Bancshares Incorporated

Consolidated Statements of Income (Unaudited)

Three Months Ended

Nine Months Ended

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

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Interest and fee income:

Loans and leases

$2,784

$2,050

$8,074

$5,926

Available-for-sale securities

Taxable

296

246

839

811

Tax-exempt

34

33

101

98

Held-to-maturity securities—taxable

96

105

292

320

Other securities—taxable

19

12

52

36

Other

160

154

499

454

Total interest income

3,389

2,600

9,857

7,645

Interest expense:

Deposits

1,071

830

3,039

2,462

Short-term borrowings

9

13

43

40

Long-term debt

240

251

763

744

Total interest expense

1,320

1,094

3,845

3,246

Net interest income

2,069

1,506

6,012

4,399

Provision for credit losses

123

122

413

340

Net interest income after provision for credit losses

1,946

1,384

5,599

4,059

Noninterest income:

Payments and cash management revenue

211

174

602

494

Wealth and asset management revenue

131

104

385

307

Customer deposit and loan fees

124

102

362

283

Capital markets and advisory fees

122

94

394

245

Mortgage banking income

45

43

130

102

Net gains (losses) on sales of securities

—

—

15

(58)

Other noninterest income

89

111

301

220

Total noninterest income

722

628

2,189

1,593

Noninterest expense:

Personnel costs

990

757

2,992

2,150

Outside data processing and other services

290

198

927

550

Equipment

79

66

268

201

Net occupancy

96

57

271

176

Professional services

38

31

113

75

Marketing

54

34

129

91

Amortization of intangibles

49

11

144

33

Other noninterest expense

176

92

511

319

Total noninterest expense

1,772

1,246

5,355

3,595

Income before income taxes

896

766

2,433

2,057

Provision for income taxes

172

133

451

351

Income after income taxes

724

633

1,982

1,706

Income attributable to non-controlling interest

3

4

11

14

Net income attributable to Huntington

721

629

1,971

1,692

Dividends on preferred shares

41

27

123

81

Net income applicable to common shares

$680

$602

$1,848

$1,611

Average common shares—basic

2,019,285

1,459,129

1,970,567

1,456,979

Average common shares—diluted

2,046,873

1,484,587

1,999,440

1,482,677

Per common share:

Net income—basic

$0.34

$0.41

$0.94

$1.11

Net income—diluted

0.33

0.41

0.92

1.09

See Notes to Unaudited Consolidated Financial Statements

42    Huntington Bancshares Incorporated

Table of Contents

Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Net income attributable to Huntington

$721

$629

$1,971

$1,692

Other comprehensive (loss) income, net of tax:

Unrealized (losses) gains on available-for-sale securities, net

of hedges

(520)

153

(632)

505

Net change related to cash flow hedges on loans

(243)

23

(437)

283

Translation adjustments, net of hedges

—

(1)

(1)

6

Change in accumulated unrealized losses for pension and

other post-retirement obligations

2

—

4

1

Other comprehensive (loss) income, net of tax

(761)

175

(1,066)

795

Comprehensive (loss) income attributable to Huntington

(40)

804

905

2,487

Comprehensive income attributed to non-controlling interest

3

4

11

14

Comprehensive (loss) income

$(37)

$808

$916

$2,501

See Notes to Unaudited Consolidated Financial Statements

2026 3Q Form 10-Q    43

Table of Contents

Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollar amounts in millions, share amounts in thousands)

Preferred

Stock

Common Stock

Capital

Surplus

Treasury Stock

AOCI

Retained

Earnings

Huntington

Shareholders’

Equity

Non-

controlling

Interest

Total

Equity

Amount

Shares

Amount

Shares

Amount

Three months ended September 30, 2026

Balance, beginning of period

$2,881

2,027,567

$20

$25,150

(7,152)

$(94)

$(2,213)

$6,880

$32,624

$41

$32,665

Net income

721

721

3

724

Other comprehensive loss, net of tax

(761)

(761)

(761)

Repurchases of common stock

(6,063)

—

(100)

(100)

(100)

Cash dividends declared:

Common ($0.155 per share)

(317)

(317)

(317)

Preferred

(41)

(41)

(41)

Recognition of the fair value of share-based compensation

53

53

53

Other share-based compensation activity

836

—

(3)

—

(3)

(3)

Other

1

199

2

3

(6)

(3)

Balance, end of period

$2,881

2,022,340

$20

$25,101

(6,953)

$(92)

$(2,974)

$7,243

$32,179

$38

$32,217

Three months ended September 30, 2025

Balance, beginning of period

$1,989

1,465,773

$15

$15,506

(6,973)

$(87)

$(2,246)

$5,751

$20,928

$42

$20,970

Net income

629

629

4

633

Other comprehensive income, net of tax

175

175

175

Net proceeds from issuance of Series K preferred stock

741

741

741

Cash dividends declared:

Common ($0.155 per share)

(230)

(230)

(230)

Preferred

(27)

(27)

(27)

Recognition of the fair value of share-based compensation

31

31

31

Other share-based compensation activity

525

—

—

—

—

—

Other

1

—

65

—

1

(8)

(7)

Balance, end of period

$2,731

1,466,298

$15

$15,537

(6,908)

$(87)

$(2,071)

$6,123

$22,248

$38

$22,286

See Notes to Unaudited Consolidated Financial Statements

44    Huntington Bancshares Incorporated

Table of Contents

Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity (continued) (Unaudited)

(dollar amounts in millions, share amounts in thousands)

Preferred

Stock

Common Stock

Capital

Surplus

Treasury Stock

AOCI

Retained

Earnings

Huntington

Shareholders’

Equity

Non-

controlling

Interest

Total

Equity

Amount

Shares

Amount

Shares

Amount

Nine months ended September 30, 2026

Balance, beginning of period

$2,731

1,574,920

$16

$17,244

(7,188)

$(92)

$(1,908)

$6,351

$24,342

$37

$24,379

Net income

1,971

1,971

11

1,982

Other comprehensive loss, net of tax

(1,066)

(1,066)

(1,066)

Cadence acquisition:

Issuance of common stock

461,548

4

8,064

8,068

8,068

Conversion of equity awards

117

117

117

Issuance of Series L Preferred Stock

150

—

150

150

Repurchases of common stock

(24,779)

—

(409)

(409)

(409)

Cash dividends declared:

Common ($0.465 per share)

(954)

(954)

(954)

Preferred

(123)

(123)

(123)

Recognition of the fair value of share-based compensation

148

148

148

Other share-based compensation activity

10,651

—

(67)

(2)

(69)

(69)

Other

4

235

—

4

(10)

(6)

Balance, end of period

$2,881

2,022,340

$20

$25,101

(6,953)

$(92)

$(2,974)

$7,243

$32,179

$38

$32,217

Nine months ended September 30, 2025

Balance, beginning of period

$1,989

1,460,620

$15

$15,484

(6,984)

$(86)

$(2,866)

$5,204

$19,740

$42

$19,782

Net income

1,692

1,692

14

1,706

Other comprehensive income, net of tax

795

795

795

Net proceeds from issuance of Series K preferred stock

741

741

741

Cash dividends declared:

Common ($0.465 per share)

(690)

(690)

(690)

Preferred

(81)

(81)

(81)

Recognition of the fair value of share-based compensation

84

84

84

Other share-based compensation activity

5,678

—

(33)

(2)

(35)

(35)

Other

1

2

76

(1)

2

(18)

(16)

Balance, end of period

$2,731

1,466,298

$15

$15,537

(6,908)

$(87)

$(2,071)

$6,123

$22,248

$38

$22,286

See Notes to Unaudited Consolidated Financial Statements

2026 3Q Form 10-Q    45

Table of Contents

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

Operating activities

Net income

$1,982

$1,706

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses

413

340

Depreciation, amortization, and accretion

553

572

Share-based compensation expense

148

84

Deferred income tax benefit

(311)

(267)

Net (gains) losses on sales of securities

(15)

58

Gain from early extinguishment of debt

—

(11)

Net change in:

Trading account assets

(282)

(28)

Loans held for sale

430

(182)

Other assets

(2,130)

(427)

Short-term borrowings

205

48

Other liabilities

1,555

(264)

Other, net

(128)

(75)

Net cash provided by operating activities

2,420

1,554

Investing activities

Change in interest-earning deposits with banks

(11)

285

Proceeds from:

Maturities and calls of available-for-sale securities

14,446

5,339

Maturities and calls of held-to-maturity securities

1,408

1,298

Maturities and calls of other securities

582

107

Sales of available-for-sale securities

4,538

860

Sales of other securities

17

—

Purchases of available-for-sale securities

(19,583)

(4,069)

Purchases of held-to-maturity securities

(871)

(515)

Purchases of other securities

(787)

(159)

Net proceeds from sales of loans and leases

721

376

Principal payments received under direct finance leases

1,494

1,362

Net loan and lease activity, excluding sales and purchases

(7,614)

(9,542)

Purchases of premises and equipment

(310)

(149)

Purchases of loans and leases

(498)

(627)

Net accrued income and other receivables activity

(294)

472

Net cash and cash equivalents received from business combinations

1,680

—

Other, net

81

51

Net cash used in investing activities

(5,001)

(4,911)

Financing activities

Increase in deposits

4,538

2,764

Net change in short-term borrowings

3,254

(126)

Net proceeds from issuance of long-term debt

7,550

2,462

Repayment of long-term debt

(7,950)

(1,759)

Dividends paid on preferred stock

(124)

(81)

Dividends paid on common stock

(877)

(680)

Repurchases of common stock

(409)

—

Net proceeds from issuance of preferred stock

—

741

Other, net

(80)

(73)

Net cash provided by financing activities

5,902

3,248

Increase (decrease) in cash and cash equivalents

3,321

(109)

Cash and cash equivalents at beginning of period (1)

13,495

12,847

Cash and cash equivalents at end of period (1)

$16,816

$12,738

46    Huntington Bancshares Incorporated

Table of Contents

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows (continued) (Unaudited)

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

Supplemental disclosures:

Interest paid

$3,909

$3,260

Income taxes paid

162

220

Non-cash activities

Loans transferred to held-for-sale from portfolio

1,352

383

Loans transferred to portfolio from held-for-sale

194

20

Business combination:

Fair value of tangible assets acquired

50,341

—

Goodwill and other intangible assets

4,502

—

Fair value of liabilities assumed

46,508

—

Common stock and equity-based awards issued

8,185

—

Preferred stock issued

150

—

(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

2026 3Q Form 10-Q    47

Table of Contents

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.

In the third quarter of 2026, we reclassified insurance income and leasing revenue into other noninterest

income, and 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.

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.

48    Huntington Bancshares Incorporated

Table of Contents

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 Huntington’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.

(dollar amounts in millions)

Fair Value

Purchase consideration

Fair value of common stock issued

$1,659

Fair value of equity-based awards

23

Cash

2

Total consideration

1,684

Assets acquired

Cash and due from banks

19

Interest-earning deposits with banks

943

Available-for-sale securities

1,274

Other securities

76

Loans held for sale

83

Loans and leases

9,300

Allowance for loan and lease losses

(143)

Net loans and leases

9,157

Bank-owned life insurance

87

Premises and equipment

135

Servicing rights and other intangible assets

105

Other assets

147

Total assets acquired

12,026

Liabilities assumed

Deposits

10,516

Long-term debt

159

Other liabilities

117

Total liabilities assumed

10,792

Fair value of net assets acquired

1,234

Goodwill

$450

2026 3Q Form 10-Q    49

Table of Contents

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 synergies, operational

efficiencies, and other factors expected 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 Huntington’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.

50    Huntington Bancshares Incorporated

Table of Contents

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.

(dollar amounts in millions)

Fair Value

Purchase consideration

Fair value of common stock issued

$8,068

Fair value of equity-based awards

117

Fair value of preferred stock issued

150

Total consideration

8,335

Assets acquired

Cash and due from banks

490

Interest-earning deposits with banks

1,368

Available-for-sale securities

8,964

Other securities

259

Loans held for sale

151

Loans and leases

36,912

Allowance for loan and lease losses

(567)

Net loans and leases

36,345

Bank-owned life insurance

768

Premises and equipment

738

Servicing rights and other intangible assets

1,005

Other assets

1,258

Total assets acquired

51,346

Liabilities assumed

Deposits

43,530

Short-term borrowings

1,553

Long-term debt

945

Other liabilities

480

Total liabilities assumed

46,508

Preliminary fair value of net assets acquired

4,838

Preliminary goodwill

$3,497

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 synergies,

operational efficiencies, and other factors expected 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.

2026 3Q Form 10-Q    51

Table of Contents

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.

(dollar amounts in millions)

Unpaid principal

balance

Premium/

(discount)

Loans and leases

Allowance for

loan losses

Net loans and

leases

Non-PCD loans

$31,879

$(390)

$31,489

$(245)

$31,244

PCD loans

5,614

(191)

5,423

(322)

5,101

Total

$37,493

$(581)

$36,912

$(567)

$36,345

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.

52    Huntington Bancshares Incorporated

Table of Contents

Pro Forma Financial Information (Unaudited)

Huntington's operating results for the three and nine months ended September 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 nine months ended September 30,

2026 include $117 million and $590 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.

Unaudited Pro Forma Combined Results

Three months ended

Nine months ended

(dollar amounts in millions)

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Net interest income

$2,072

$2,041

$6,148

$5,920

Noninterest income

722

736

2,246

1,914

Net income attributable to Huntington

733

753

1,932

2,091

2026 3Q Form 10-Q    53

Table of Contents

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.

Unrealized

(dollar amounts in millions)

Amortized

Cost (1)(2)

Gross

Gains

Gross

Losses

Fair Value

At September 30, 2026

Available-for-sale securities:

U.S. Treasury

$8,554

$—

$(100)

$8,454

Federal agencies:

Residential MBS

14,004

3

(1,891)

12,116

Residential CMO

6,710

—

(521)

6,189

Commercial MBS

3,330

—

(805)

2,525

Other agencies

451

1

(3)

449

Total U.S. Treasury, federal agency, and other agency securities

33,049

4

(3,320)

29,733

Municipal securities

4,659

1

(193)

4,467

Corporate debt

185

—

(21)

164

Asset-backed securities

168

—

(7)

161

Private-label CMO

98

—

(10)

88

Other securities/sovereign debt

10

—

—

10

Total available-for-sale securities

$38,169

$5

$(3,551)

$34,623

Held-to-maturity securities:

U.S. Treasury

$2,369

$—

$(29)

$2,340

Federal agencies:

Residential MBS

7,497

—

(1,318)

6,179

Residential CMO

3,629

—

(684)

2,945

Commercial MBS

1,204

—

(233)

971

Other agencies

33

—

(3)

30

Total U.S. Treasury, federal agency, and other agency securities

14,732

—

(2,267)

12,465

Municipal securities

1

—

—

1

Total held-to-maturity securities

$14,733

$—

$(2,267)

$12,466

Other securities, at cost:

Non-marketable equity securities:

FRB stock

$884

$—

$—

$884

FHLB stock

426

—

—

426

Other non-marketable equity securities

61

—

—

61

Other securities, at fair value:

Mutual funds

28

—

—

28

Equity securities

34

2

(2)

34

Total other securities

$1,433

$2

$(2)

$1,433

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

Consolidated Balance Sheets. At September 30, 2026, accrued interest receivable on AFS securities and HTM securities totaled $156 million and $40

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 $515 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.

54    Huntington Bancshares Incorporated

Table of Contents

Unrealized

(dollar amounts in millions)

Amortized

Cost (1)(2)

Gross

Gains

Gross

Losses

Fair Value

At December 31, 2025

Available-for-sale securities:

U.S. Treasury

$4,590

$45

$—

$4,635

Federal agencies:

Residential MBS

11,031

3

(1,365)

9,669

Residential CMO

5,496

9

(308)

5,197

Commercial MBS

2,488

—

(657)

1,831

Other agencies

153

—

(3)

150

Total U.S. Treasury, federal agency, and other agency securities

23,758

57

(2,333)

21,482

Municipal securities

4,215

9

(81)

4,143

Corporate debt

193

—

(15)

178

Asset-backed securities

229

—

(8)

221

Private-label CMO

105

—

(7)

98

Other securities/sovereign debt

10

—

—

10

Total available-for-sale securities

$28,510

$66

$(2,444)

$26,132

Held-to-maturity securities:

U.S. Treasury

$2,349

$19

$—

$2,368

Federal agencies:

Residential MBS

7,718

1

(941)

6,778

Residential CMO

3,865

5

(520)

3,350

Commercial MBS

1,278

—

(184)

1,094

Other agencies

47

—

(2)

45

Total U.S. Treasury, federal agency, and other agency securities

15,257

25

(1,647)

13,635

Municipal securities

1

—

—

1

Total held-to-maturity securities

$15,258

$25

$(1,647)

$13,636

Other securities, at cost:

Non-marketable equity securities:

FRB stock

$616

$—

$—

$616

FHLB stock

288

—

—

288

Other non-marketable equity securities

48

—

—

48

Other securities, at fair value:

Mutual funds

30

—

—

30

Equity securities

12

—

—

12

Total other securities

$994

$—

$—

$994

(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.

2026 3Q Form 10-Q    55

Table of Contents

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.

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Available-for-sale securities:

Under 1 year

$3,421

$3,408

$1,369

$1,365

After 1 year through 5 years

8,684

8,511

5,581

5,595

After 5 years through 10 years

2,327

2,132

1,899

1,784

After 10 years

23,737

20,572

19,661

17,388

Total available-for-sale securities

$38,169

$34,623

$28,510

$26,132

Held-to-maturity securities:

Under 1 year

$704

$702

$603

$604

After 1 year through 5 years

1,721

1,692

1,773

1,791

After 5 years through 10 years

148

135

144

134

After 10 years

12,160

9,937

12,738

11,107

Total held-to-maturity securities

$14,733

$12,466

$15,258

$13,636

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.

Less than 12 Months

Over 12 Months

Total

(dollar amounts in millions)

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

At September 30, 2026

Available-for-sale securities:

U.S. Treasury

$8,111

$(100)

$—

$—

$8,111

$(100)

Federal agencies:

Residential MBS

3,829

(110)

7,972

(1,781)

11,801

(1,891)

Residential CMO

3,948

(89)

2,166

(432)

6,114

(521)

Commercial MBS

756

(16)

1,631

(789)

2,387

(805)

Other agencies

61

(1)

65

(2)

126

(3)

Total U.S. Treasury, federal agency, and other agency

securities

16,705

(316)

11,834

(3,004)

28,539

(3,320)

Municipal securities

2,191

(69)

2,020

(124)

4,211

(193)

Corporate debt

—

—

165

(21)

165

(21)

Asset-backed securities

2

—

158

(7)

160

(7)

Private-label CMO

3

—

65

(10)

68

(10)

Total temporarily impaired available-for-sale securities

$18,901

$(385)

$14,242

$(3,166)

$33,143

$(3,551)

Held-to-maturity securities:

U.S. Treasury

$2,143

$(29)

$—

$—

$2,143

$(29)

Federal agencies:

Residential MBS

431

(13)

5,747

(1,305)

6,178

(1,318)

Residential CMO

366

(12)

2,554

(672)

2,920

(684)

Commercial MBS

14

(1)

957

(232)

971

(233)

Other agencies

—

—

30

(3)

30

(3)

Total U.S. Treasury, federal agency, and other agency

securities

2,954

(55)

9,288

(2,212)

12,242

(2,267)

Municipal securities

—

—

1

—

1

—

Total temporarily impaired held-to-maturity securities

$2,954

$(55)

$9,289

$(2,212)

$12,243

$(2,267)

56    Huntington Bancshares Incorporated

Table of Contents

Less than 12 Months

Over 12 Months

Total

(dollar amounts in millions)

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

At December 31, 2025

Available-for-sale securities:

U.S. Treasury

$—

$—

$439

$—

$439

$—

Federal agencies:

Residential MBS

55

—

9,185

(1,365)

9,240

(1,365)

Residential CMO

51

—

2,665

(308)

2,716

(308)

Commercial MBS

23

—

1,782

(657)

1,805

(657)

Other agencies

15

—

74

(3)

89

(3)

Total U.S. Treasury, federal agency, and other agency

securities

144

—

14,145

(2,333)

14,289

(2,333)

Municipal securities

1,043

(14)

1,892

(67)

2,935

(81)

Corporate debt

2

—

176

(15)

178

(15)

Asset-backed securities

9

—

207

(8)

216

(8)

Private-label CMO

—

—

79

(7)

79

(7)

Total temporarily impaired available-for-sale securities

$1,198

$(14)

$16,499

$(2,430)

$17,697

$(2,444)

Held-to-maturity securities:

U.S. Treasury

$—

$—

$289

$—

$289

$—

Federal agencies:

Residential MBS

—

—

6,694

(941)

6,694

(941)

Residential CMO

48

—

2,956

(520)

3,004

(520)

Commercial MBS

—

—

1,094

(184)

1,094

(184)

Other agencies

—

—

45

(2)

45

(2)

Total U.S. Treasury, federal agency, and other agency

securities

48

—

11,078

(1,647)

11,126

(1,647)

Municipal securities

—

—

1

—

1

—

Total temporarily impaired held-to-maturity securities

$48

$—

$11,079

$(1,647)

$11,127

$(1,647)

At September 30, 2026, substantially all HTM debt securities were comprised of securities issued by

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

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

of September 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 September 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 $37.7 billion at September 30, 2026 and $29.7 billion at December 31, 2025.

2026 3Q Form 10-Q    57

Table of Contents

5. LOANS AND LEASES

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

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Commercial loan and lease portfolio:

Commercial and industrial

$93,966

$69,442

Commercial real estate

22,748

15,209

Lease financing

5,885

5,727

Total commercial loan and lease portfolio

122,599

90,378

Consumer loan portfolio:

Residential mortgage

33,163

24,777

Automobile

15,355

16,168

Home equity

11,898

10,395

RV and marine

5,757

5,682

Other consumer

2,677

2,242

Total consumer loan portfolio

68,850

59,264

Total loans and leases (1)(2)

191,449

149,642

Allowance for loan and lease losses

(3,222)

(2,537)

Net loans and leases

$188,227

$147,105

(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 September 30, 2026 and December 31, 2025, respectively.

(2)The total amount of accrued interest recorded for loans and leases at September 30, 2026 was $472 million for the commercial loan and lease portfolio

and $301 million for the consumer loan portfolio, and at December 31, 2025 was $358 million for the commercial loan and lease portfolio and $253 million

for the consumer loan portfolio. 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.

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Lease payments receivable

$5,483

$5,379

Estimated residual value of leased assets

1,081

1,011

Gross investment in lease financing receivables

6,564

6,390

Deferred origination costs

62

58

Deferred fees, unearned income, and other

(741)

(721)

Total lease financing receivables

$5,885

$5,727

The carrying value of residual values guaranteed was $381 million and $419 million as of September 30, 2026

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

leases at September 30, 2026 totaled $5.5 billion and were due as follows: $883 million in 2026, $1.1 billion in 2027,

$985 million in 2028, $896 million in 2029, $677 million in 2030, and $981 million thereafter. Interest income

recognized for these types of leases was $97 million and $93 million for the three-month periods ended

September 30, 2026 and 2025, respectively, and $295 million and $274 million for the nine-month periods ended

September 30, 2026 and 2025, respectively.

58    Huntington Bancshares Incorporated

Table of Contents

Nonaccrual and Past Due Loans and Leases

The following table presents NALs by loan class.

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Nonaccrual loans and

leases with no ACL

Total nonaccrual

loans and leases

Nonaccrual loans and

leases with no ACL

Total nonaccrual

loans and leases

Commercial and industrial

$65

$1,046

$76

$562

Commercial real estate

8

265

81

133

Lease financing

2

6

4

8

Residential mortgage

3

240

5

107

Automobile

—

8

—

6

Home equity

—

129

—

113

RV and marine

—

2

—

2

Other consumer

—

1

—

—

Total nonaccrual loans and leases

$78

$1,697

$166

$931

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

Past Due (1)

Loans

Accounted

for Under

FVO

Total Loans

and Leases

90 or

more days

past due

and accruing

(dollar amounts in millions)

30-59

Days

60-89

 Days

90 or 

more days

Total

Current

At September 30, 2026

Commercial and industrial

$259

$123

$645

$1,027

$92,939

$—

$93,966

$2

(2)

Commercial real estate

73

25

167

265

22,483

—

22,748

—

Lease financing

30

14

4

48

5,837

—

5,885

1

Residential mortgage

413

164

605

1,182

31,815

166

33,163

419

(3)

Automobile

121

32

19

172

15,183

—

15,355

15

Home equity

81

39

120

240

11,658

—

11,898

28

RV and marine

25

7

5

37

5,720

—

5,757

4

Other consumer

25

8

7

40

2,637

—

2,677

8

Total loans and leases

$1,027

$412

$1,572

$3,011

$188,272

$166

$191,449

$477

At December 31, 2025

Commercial and industrial

$144

$78

$332

$554

$68,888

$—

$69,442

$1

(2)

Commercial real estate

31

2

101

134

15,075

—

15,209

—

Lease financing

30

32

10

72

5,655

—

5,727

9

Residential mortgage

239

100

305

644

23,966

167

24,777

232

(3)

Automobile

132

33

18

183

15,985

—

16,168

14

Home equity

60

30

89

179

10,216

—

10,395

16

RV and marine

25

10

5

40

5,642

—

5,682

4

Other consumer

18

6

7

31

2,211

—

2,242

6

Total loans and leases

$679

$291

$867

$1,837

$147,638

$167

$149,642

$282

(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.

2026 3Q Form 10-Q    59

Table of Contents

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

quality indicator.

At September 30, 2026

Term Loans Amortized Cost Basis by Origination Year

Revolver

Total at

Amortized

Cost Basis

Revolver

Total

Converted to

Term Loans

(dollar amounts in millions)

2026

2025

2024

2023

2022

Prior

Total

Commercial and industrial

Credit Quality Indicator:

Pass

$20,056

$15,579

$8,030

$4,681

$4,193

$5,046

$31,778

$9

$89,372

OLEM

138

232

118

93

59

81

382

—

1,103

Substandard

547

413

625

411

329

403

763

—

3,491

Total Commercial and industrial

$20,741

$16,224

$8,773

$5,185

$4,581

$5,530

$32,923

$9

$93,966

Commercial real estate

Credit Quality Indicator:

Pass

$3,262

$6,214

$2,638

$1,051

$2,347

$3,580

$1,290

$—

$20,382

OLEM

180

43

96

136

155

187

8

—

805

Substandard

279

240

168

143

314

291

126

—

1,561

Total Commercial real estate

$3,721

$6,497

$2,902

$1,330

$2,816

$4,058

$1,424

$—

$22,748

Lease financing

Credit Quality Indicator:

Pass

$1,220

$1,846

$1,295

$900

$239

$333

$—

$—

$5,833

OLEM

—

3

4

1

—

—

—

—

8

Substandard

—

2

20

6

4

12

—

—

44

Total Lease financing

$1,220

$1,851

$1,319

$907

$243

$345

$—

$—

$5,885

Residential mortgage

Credit Quality Indicator:

750+

$2,092

$2,764

$2,194

$2,400

$4,236

$10,885

$19

$—

$24,590

650-749

873

926

689

561

889

2,390

1

—

6,329

<650

74

201

217

181

291

1,114

—

—

2,078

Total Residential mortgage

$3,039

$3,891

$3,100

$3,142

$5,416

$14,389

$20

$—

$32,997

Automobile

Credit Quality Indicator:

750+

$2,505

$2,897

$1,907

$665

$420

$197

$—

$—

$8,591

650-749

1,537

2,053

1,027

335

203

98

—

—

5,253

<650

226

572

358

163

117

75

—

—

1,511

Total Automobile

$4,268

$5,522

$3,292

$1,163

$740

$370

$—

$—

$15,355

Home equity

Credit Quality Indicator:

750+

$116

$161

$129

$211

$294

$808

$5,895

$245

$7,859

650-749

34

62

57

65

62

135

2,678

212

3,305

<650

1

6

10

15

12

49

499

142

734

Total Home equity

$151

$229

$196

$291

$368

$992

$9,072

$599

$11,898

RV and marine

Credit Quality Indicator:

750+

$800

$570

$592

$577

$566

$1,231

$—

$—

$4,336

650-749

217

154

165

182

150

358

—

—

1,226

<650

4

10

22

34

28

97

—

—

195

Total RV and marine

$1,021

$734

$779

$793

$744

$1,686

$—

$—

$5,757

Other consumer

Credit Quality Indicator:

750+

$342

$258

$120

$35

$17

$49

$710

$—

$1,531

650-749

150

142

65

22

7

16

554

10

966

<650

10

25

18

9

5

9

84

20

180

Total Other consumer

$502

$425

$203

$66

$29

$74

$1,348

$30

$2,677

60    Huntington Bancshares Incorporated

Table of Contents

At December 31, 2025

Term Loans Amortized Cost Basis by Origination Year

Revolver

Total at

Amortized

Cost Basis

Revolver

Total

Converted to

Term Loans

(dollar amounts in millions)

2025

2024

2023

2022

2021

Prior

Total

Commercial and industrial

Credit Quality Indicator:

Pass

$19,465

$8,750

$4,561

$4,189

$1,601

$2,181

$25,228

$7

$65,982

OLEM

222

226

92

106

14

17

272

—

949

Substandard

513

406

326

285

137

127

717

—

2,511

Total Commercial and industrial

$20,200

$9,382

$4,979

$4,580

$1,752

$2,325

$26,217

$7

$69,442

Commercial real estate

Credit Quality Indicator:

Pass

$3,257

$1,813

$761

$2,491

$1,358

$2,429

$876

$—

$12,985

OLEM

58

47

89

398

275

108

—

—

975

Substandard

178

87

125

366

197

289

7

—

1,249

Total Commercial real estate

$3,493

$1,947

$975

$3,255

$1,830

$2,826

$883

$—

$15,209

Lease financing

Credit Quality Indicator:

Pass

$1,854

$1,506

$1,091

$547

$356

$303

$—

$—

$5,657

OLEM

—

7

10

2

3

9

—

—

31

Substandard

3

6

11

13

2

4

—

—

39

Total Lease financing

$1,857

$1,519

$1,112

$562

$361

$316

$—

$—

$5,727

Residential mortgage

Credit Quality Indicator:

750+

$1,515

$1,785

$2,028

$3,755

$5,331

$5,006

$—

$—

$19,420

650-749

638

441

397

638

727

1,076

—

—

3,917

<650

88

113

100

165

155

652

—

—

1,273

Total Residential mortgage

$2,241

$2,339

$2,525

$4,558

$6,213

$6,734

$—

$—

$24,610

Automobile

Credit Quality Indicator:

750+

$4,019

$2,692

$1,036

$754

$424

$107

$—

$—

$9,032

650-749

2,879

1,576

544

369

199

53

—

—

5,620

<650

523

428

217

184

123

41

—

—

1,516

Total Automobile

$7,421

$4,696

$1,797

$1,307

$746

$201

$—

$—

$16,168

Home equity

Credit Quality Indicator:

750+

$185

$164

$249

$321

$376

$542

$4,909

$228

$6,974

650-749

56

51

72

62

43

102

2,100

217

2,703

<650

3

8

14

29

7

41

474

142

718

Total Home equity

$244

$223

$335

$412

$426

$685

$7,483

$587

$10,395

RV and marine

Credit Quality Indicator:

750+

$709

$716

$709

$676

$586

$914

$—

$—

$4,310

650-749

172

204

209

164

164

264

—

—

1,177

<650

5

19

32

29

37

73

—

—

195

Total RV and marine

$886

$939

$950

$869

$787

$1,251

$—

$—

$5,682

Other consumer

Credit Quality Indicator:

750+

$388

$176

$52

$25

$11

$45

$619

$9

$1,325

650-749

172

87

29

9

3

10

485

4

799

<650

14

15

8

4

1

2

66

8

118

Total Other consumer

$574

$278

$89

$38

$15

$57

$1,170

$21

$2,242

2026 3Q Form 10-Q    61

Table of Contents

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

Term Loans Gross Charge-offs by Origination Year

Revolver

Gross

Charge-offs

Revolver

Converted

to Term

Loans

Gross

Charge-offs

(dollar amounts in millions)

2026

2025

2024

2023

2022

Prior

Total

Three months ended September 30, 2026

Commercial and industrial

$23

$15

$24

$12

$10

$7

$7

$3

$101

Commercial real estate

2

3

—

2

—

4

—

—

11

Lease financing

—

1

1

—

—

—

—

—

2

Residential mortgage

—

—

—

1

1

1

—

—

3

Automobile

2

10

7

4

2

1

—

—

26

Home equity

—

—

—

—

—

—

—

1

1

RV and marine

—

—

1

2

1

4

—

—

8

Other consumer

12

10

5

2

1

5

—

13

48

Total

$39

$39

$38

$23

$15

$22

$7

$17

$200

Nine months ended September 30, 2026

Commercial and industrial

$27

$33

$37

$29

$21

$92

$59

$4

$302

Commercial real estate

2

3

—

3

4

9

1

—

22

Lease financing

—

1

1

—

1

1

—

—

4

Residential mortgage

—

1

1

1

2

2

—

—

7

Automobile

2

29

19

11

7

5

—

—

73

Home equity

—

—

—

—

—

—

1

4

5

RV and marine

—

1

3

6

4

13

—

—

27

Other consumer

18

27

15

7

4

13

2

38

124

Total

$49

$95

$76

$57

$43

$135

$63

$46

$564

Term Loans Gross Charge-offs by Origination Year

Revolver

Gross

Charge-offs

Revolver

Converted

to Term

Loans Gross

Charge-offs

(dollar amounts in millions)

2025

2024

2023

2022

2021

Prior

Total

Three months ended September 30, 2025

Commercial and industrial

$4

$6

$30

$4

$3

$3

$9

$3

$62

Commercial real estate

—

—

—

1

—

16

—

—

17

Lease financing

—

—

—

1

—

—

—

—

1

Residential mortgage

—

—

—

—

—

—

—

—

—

Automobile

2

6

4

3

3

1

—

—

19

Home equity

—

—

—

—

—

—

—

2

2

RV and marine

—

1

2

—

1

3

—

—

7

Other consumer

4

6

3

2

1

4

—

9

29

Total

$10

$19

$39

$11

$8

$27

$9

$14

$137

Nine months ended September 30, 2025

Commercial and industrial

$6

$17

$54

$47

$8

$16

$27

$5

$180

Commercial real estate

2

—

—

1

1

16

1

—

21

Lease financing

—

1

1

4

1

2

—

—

9

Residential mortgage

—

—

—

—

—

2

—

—

2

Automobile

2

16

13

12

9

3

—

—

55

Home equity

—

—

—

—

—

—

1

4

5

RV and marine

—

2

6

3

4

10

—

—

25

Other consumer

8

17

12

6

3

10

—

28

84

Total

$18

$53

$86

$73

$26

$59

$29

$37

$381

62    Huntington Bancshares Incorporated

Table of Contents

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.

Amortized Cost

(dollar amounts in millions)

Interest rate

reduction

Term

extension

Payment

deferral

Combo - interest

rate reduction and

term extension

Total

% of total

loan class (1)

Three months ended September 30, 2026

Commercial and industrial

$5

$300

$—

$1

$306

0.33%

Commercial real estate

30

218

—

—

248

1.09

Residential mortgage

1

19

6

4

30

0.09

Automobile

—

3

—

—

3

0.02

Home equity

—

3

—

1

4

0.03

RV and marine

—

1

—

—

1

0.02

Other consumer

1

—

—

—

1

0.04

Total loans to borrowers experiencing financial

difficulty to which modifications were made

$37

$544

$6

$6

$593

0.31%

Three months ended September 30, 2025

Commercial and industrial

$24

$105

$—

$1

$130

0.21%

Commercial real estate

—

125

—

—

125

1.16

Residential mortgage

—

18

3

1

22

0.09

Automobile

—

4

—

—

4

0.03

Home equity

—

2

—

3

5

0.05

RV and marine

—

1

—

—

1

0.02

Total loans to borrowers experiencing financial

difficulty to which modifications were made

$24

$255

$3

$5

$287

0.21%

Nine months ended September 30, 2026

Commercial and industrial

$56

$391

$—

$43

$490

0.52%

Commercial real estate

36

372

—

2

410

1.80

Residential mortgage

1

38

11

8

58

0.17

Automobile

—

9

—

1

10

0.07

Home equity

—

6

—

4

10

0.08

RV and marine

—

1

—

—

1

0.02

Other consumer

1

—

—

—

1

0.04

Total loans to borrowers experiencing financial

difficulty in which modifications were made

$94

$817

$11

$58

$980

0.51%

Nine months ended September 30, 2025

Commercial and industrial

$91

$261

$—

$2

$354

0.56%

Commercial real estate

—

213

—

—

213

1.98

Residential mortgage

—

38

14

4

56

0.23

Automobile

—

6

—

—

6

0.04

Home equity

—

6

—

7

13

0.13

RV and marine

—

1

—

—

1

0.02

Other consumer

1

—

—

—

1

0.05

Total loans to borrowers experiencing financial

difficulty in which modifications were made

$92

$525

$14

$13

$644

0.47%

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

2026 3Q Form 10-Q    63

Table of Contents

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

experiencing financial difficulty.

Interest Rate Reduction (1)

Term Extension (1)

Weighted-average contractual

interest rate

Weighted-average

years added to the

life

From

To

Three months ended September 30, 2026

Commercial and industrial

9.20%

1.78%

0.5

Commercial real estate

6.38

6.06

0.6

Residential mortgage

6.5

Three months ended September 30, 2025

Commercial and industrial

9.93%

8.16%

0.7

Commercial real estate

0.3

Residential mortgage

6.1

Nine months ended September 30, 2026

Commercial and industrial

9.19%

7.17%

0.8

Commercial real estate

6.43

6.15

0.8

Residential mortgage

7.1

Nine months ended September 30, 2025

Commercial and industrial

8.67%

7.32%

1.1

Commercial real estate

0.8

Residential mortgage

6.2

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

64    Huntington Bancshares Incorporated

Table of Contents

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.

Past Due

(dollar amounts in millions)

30-59

Days

60-89

 Days

90 or 

more days

Total

Current

Total

At September 30, 2026

Commercial and industrial

$5

$5

$37

$47

$482

$529

Commercial real estate

1

4

28

33

419

452

Residential mortgage

12

9

12

33

35

68

Automobile

1

1

—

2

11

13

Home equity

2

1

2

5

9

14

RV and marine

—

—

—

—

1

1

Other consumer

—

—

—

—

1

1

Total loans to borrowers experiencing financial difficulty to

which modifications were made in the twelve months ended

September 30, 2026

$21

$20

$79

$120

$958

$1,078

At September 30, 2025

Commercial and industrial

$21

$8

$9

$38

$397

$435

Commercial real estate

—

—

1

1

219

220

Residential mortgage

13

6

18

37

33

70

Automobile

1

—

—

1

7

8

Home equity

2

1

1

4

12

16

RV and marine

—

—

—

—

1

1

Other consumer

—

—

—

—

1

1

Total loans to borrowers experiencing financial difficulty to

which modifications were made in the twelve months ended

September 30, 2025

$37

$15

$29

$81

$670

$751

Pledged Loans

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

FHLB. As of September 30, 2026 and December 31, 2025, loans and leases totaling $146.3 billion and $114.2 billion,

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

2026 3Q Form 10-Q    65

Table of Contents

6. ALLOWANCE FOR CREDIT LOSSES

The following table presents ACL activity by portfolio segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

(dollar amounts in millions)

Commercial

Consumer

Total

Three months ended September 30, 2026

ALLL balance, beginning of period

$2,339

$910

$3,249

Loan and lease charge-offs

(114)

(86)

(200)

Recoveries of loans and leases previously charged-off

33

21

54

Provision for loan and lease losses

99

20

119

ALLL balance, end of period

$2,357

$865

$3,222

AULC balance, beginning of period

$102

$30

$132

Provision (benefit) for unfunded lending commitments

(3)

7

4

AULC balance, end of period

$99

$37

$136

ACL balance, end of period

$2,456

$902

$3,358

Three months ended September 30, 2025

ALLL balance, beginning of period

$1,548

$783

$2,331

Loan and lease charge-offs

(80)

(57)

(137)

Recoveries of loans and leases previously charged-off

44

18

62

Provision for loan and lease losses

56

62

118

ALLL balance, end of period

$1,568

$806

$2,374

AULC balance, beginning of period

$124

$60

$184

Provision for unfunded lending commitments

1

3

4

AULC balance, end of period

$125

$63

$188

ACL balance, end of period

$1,693

$869

$2,562

Nine months ended September 30, 2026

ALLL balance, beginning of period

$1,731

$806

$2,537

Loan and lease charge-offs (1)

(328)

(236)

(564)

Recoveries of loans and leases previously charged-off

125

63

188

Provision for loan and lease losses

391

103

494

Allowance on PCD loans and leases at acquisition

268

54

322

Allowance on purchased seasoned loans and leases at acquisition

170

75

245

ALLL balance, end of period

$2,357

$865

$3,222

AULC balance, beginning of period

$145

$61

$206

Provision (benefit) for unfunded lending commitments

(49)

(32)

(81)

Allowance for unfunded lending commitments at acquisition

3

8

11

AULC balance, end of period

$99

$37

$136

ACL balance, end of period

$2,456

$902

$3,358

Nine months ended September 30, 2025

ALLL balance, beginning of period

$1,484

$760

$2,244

Loan and lease charge-offs

(210)

(171)

(381)

Recoveries of loans and leases previously charged-off

99

55

154

Provision for loan and lease losses

195

162

357

ALLL balance, end of period

$1,568

$806

$2,374

AULC balance, beginning of period

$144

$58

$202

Provision (benefit) for unfunded lending commitments

(19)

5

(14)

AULC balance, end of period

$125

$63

$188

ACL balance, end of period

$1,693

$869

$2,562

(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.

66    Huntington Bancshares Incorporated

Table of Contents

At September 30, 2026, the ACL was $3.4 billion, a $615 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 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.

The commercial ACL was $2.5 billion at September 30, 2026, a $580 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 during the first nine months of 2026, partially offset by a

lower ACL coverage ratio. The consumer ACL was $902 million at September 30, 2026, an increase of $35 million

from December 31, 2025, with the increase due primarily to $129 million of ALLL recorded for consumer loans

acquired in the Cadence transaction, partially offset by a lower ACL coverage ratio on consumer loans.

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 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, expected 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 September 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.

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Residential mortgage loans sold with servicing retained

$1,748

$1,514

$5,102

$3,691

Pretax gains resulting from above loan sales (1)

46

24

123

66

Total servicing, late, and other ancillary fees (1)

35

27

102

80

(1)Included in mortgage banking income.

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

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Fair value, beginning of period

$752

$567

$593

$573

Servicing assets obtained in acquisition

—

`

`

—

140

—

New servicing assets created

35

27

103

67

Change in fair value during the period due to:

Time decay (1)

(8)

(6)

(24)

(20)

Payoffs (2)

(14)

(11)

(43)

(28)

Changes in valuation inputs or assumptions (3)

72

(1)

68

(16)

Fair value, end of period

$837

$576

$837

$576

Related loans serviced for third parties, unpaid principal balance,

end of period

$43,861

$34,370

$43,861

$34,370

(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.

2026 3Q Form 10-Q    67

Table of Contents

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

assumptions.

At September 30, 2026

At December 31, 2025

Decline in fair value due to

Decline in fair value due to

(dollar amounts in millions)

Actual

10%

adverse

change

20%

adverse

change

Actual

10%

adverse

change

20%

adverse

change

Constant prepayment rate (annualized)

6.61%

$(19)

$(37)

8.09%

$(17)

$(33)

Spread over forward interest rate swap rates

543

bps

(19)

(38)

538

bps

(14)

(27)

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.

(dollar amounts in millions)

Consumer &

Regional Banking

Commercial

Banking

Huntington

Consolidated

Balance, December 31, 2025

$3,855

$2,142

$5,997

Cadence acquisition (1)

2,597

900

3,497

Other activity

—

33

33

Balance, September 30, 2026

$6,452

$3,075

$9,527

(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.

Excluding fully amortized intangible assets, Huntington’s other intangible assets consisted of the following.

(dollar amounts in millions)

Gross

Carrying

Amount

Accumulated

Amortization

Net

Carrying

Value

At September 30, 2026

Core deposit intangible

$1,041

$(188)

$853

Other intangible assets

76

(63)

13

Total other intangible assets

$1,117

$(251)

$866

At December 31, 2025

Core deposit intangible

$473

$(335)

$138

Other intangible assets

66

(59)

7

Total other intangible assets

$539

$(394)

$145

9. BORROWINGS

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

following.

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Securities sold under agreements to repurchase

$—

$22

FHLB advances

5,500

1,000

Other borrowings

566

239

Total short-term borrowings

$6,066

$1,261

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 September 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.

68    Huntington Bancshares Incorporated

Table of Contents

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

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

The Parent Company:

Senior Notes

$6,272

$5,514

Subordinated Notes

2,028

1,510

Total notes issued by the Parent Company

8,300

7,024

The Bank:

Senior Notes

3,155

3,192

Subordinated Notes

238

233

Total notes issued by the Bank

3,393

3,425

FHLB Advances

3,149

4,514

Credit linked notes (1)

1,561

1,161

Auto loan securitization trust (2)

352

600

Other

586

497

Total long-term debt

$17,341

$17,221

(1)As of September 30, 2026, the weighted average contractual interest rate on the CLNs was 5.87%. 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 5.20% due through 2029. See Note 16 - “Variable Interest

Entities” for additional information.

During the third quarter of 2026, the Bank completed a CLN transaction whereby it issued $483 million of

unsecured credit linked notes to third-party investors. There are six classes of notes, each maturing in August 2048.

Five note classes bear interest at fixed rates that range from 5.612% to 11.879% (weighted average of 6.69%) and

the remaining note class bears interest at a floating rate equal to SOFR plus a spread rate of 1.35%. These notes

transfer a portion of the risk of losses to third-party investors on an initial $4.6 billion reference pool of Huntington’s

RV and marine secured loans.

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 automobile secured loans.

2026 3Q Form 10-Q    69

Table of Contents

10. OTHER COMPREHENSIVE INCOME

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

(dollar amounts in millions)

Pretax

Tax (expense)

benefit

After-tax

Three months ended September 30, 2026

Unrealized losses on available-for-sale securities arising during the period, net of hedges

$(681)

$159

$(522)

Reclassification adjustment for realized net losses included in net income

2

—

2

Total unrealized losses on available-for-sale securities, net of hedges

(679)

159

(520)

Unrealized losses on cash flow hedges during the period

(320)

75

(245)

Reclassification adjustment for cash flow hedges included in net income

3

(1)

2

Net change related to cash flow hedges on loans

(317)

74

(243)

Change in accumulated unrealized gains for pension and other post-retirement obligations

2

—

2

Other comprehensive loss

$(994)

$233

$(761)

Three months ended September 30, 2025

Unrealized gains on available-for-sale securities during the period, net of hedges

$197

$(46)

$151

Reclassification adjustment for realized net losses included in net income

2

—

2

Total unrealized gains on available-for-sale securities, net of hedges

199

(46)

153

Unrealized gains on cash flow hedges during the period

23

(6)

17

Reclassification adjustment for cash flow hedges included in net income

7

(1)

6

Net change related to cash flow hedges on loans

30

(7)

23

Translation adjustments, net of hedges (1)

(2)

1

(1)

Other comprehensive income

$227

$(52)

$175

Nine months ended September 30, 2026

Unrealized losses on available-for-sale securities arising during the period, net of hedges

$(806)

$189

$(617)

Reclassification adjustment for realized net gains included in net income

(20)

5

(15)

Total unrealized losses on available-for-sale securities, net of hedges

(826)

194

(632)

Unrealized losses on cash flow hedges during the period

(584)

137

(447)

Reclassification adjustment for cash flow hedges included in net income

13

(3)

10

Net change related to cash flow hedges on loans

(571)

134

(437)

Translation adjustments, net of hedges (1)

(3)

2

(1)

Change in accumulated unrealized gains for pension and other post-retirement obligations

6

(2)

4

Other comprehensive loss

$(1,394)

$328

$(1,066)

Nine months ended September 30, 2025

Unrealized gains on available-for-sale securities arising during the period, net of hedges

$591

$(139)

$452

Reclassification adjustment for realized net losses included in net income

69

(16)

53

Total unrealized gains on available-for-sale securities, net of hedges

660

(155)

505

Unrealized gains on cash flow hedges during the period

324

(77)

247

Reclassification adjustment for cash flow hedges included in net income

46

(10)

36

Net change related to cash flow hedges on loans

370

(87)

283

Translation adjustments, net of hedges (1)

7

(1)

6

Change in accumulated unrealized gains for pension and other post-retirement obligations

1

—

1

Other comprehensive income

$1,038

$(243)

$795

(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.

70    Huntington Bancshares Incorporated

Table of Contents

The following table summarizes the activity in AOCI.

(dollar amounts in millions)

Unrealized gains

(losses) on

available-for-sale

securities, net of

hedges (1)

Net change

related to cash

flow hedges on

loans

Translation

adjustments,

net of hedges

Unrealized

losses for

pension and

other post-

retirement

obligations

Total

Three months ended September 30, 2026

Balance, beginning of period

$(1,850)

$(167)

$(5)

$(191)

$(2,213)

Other comprehensive (loss) income before

reclassifications

(522)

(245)

—

2

(765)

Amounts reclassified from AOCI to earnings

2

2

—

—

4

Period change

(520)

(243)

—

2

(761)

Balance, end of period

$(2,370)

$(410)

$(5)

$(189)

$(2,974)

Three months ended September 30, 2025

Balance, beginning of period

$(2,013)

$(7)

$(5)

$(221)

$(2,246)

Other comprehensive income (loss) before

reclassifications

151

17

(1)

—

167

Amounts reclassified from AOCI to earnings

2

6

—

—

8

Period change

153

23

(1)

—

175

Balance, end of period

$(1,860)

$16

$(6)

$(221)

$(2,071)

Nine months ended September 30, 2026

Balance, beginning of period

$(1,738)

$27

$(4)

$(193)

$(1,908)

Other comprehensive (loss) income before

reclassifications

(617)

(447)

(1)

4

(1,061)

Amounts reclassified from AOCI to earnings

(15)

10

—

—

(5)

Period change

(632)

(437)

(1)

4

(1,066)

Balance, end of period

$(2,370)

$(410)

$(5)

$(189)

$(2,974)

Nine months ended September 30, 2025

Balance, beginning of period

$(2,365)

$(267)

$(12)

$(222)

$(2,866)

Other comprehensive income before reclassifications

452

247

6

1

706

Amounts reclassified from AOCI to earnings

53

36

—

—

89

Period change

505

283

6

1

795

Balance, end of period

$(1,860)

$16

$(6)

$(221)

$(2,071)

(1)AOCI amounts at September 30, 2026 and September 30, 2025 include $39 million and $45 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.

2026 3Q Form 10-Q    71

Table of Contents

11. SHAREHOLDERS' EQUITY

Preferred Stock

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

(dollar amounts in millions)

Issuance Date

Shares

Outstanding

Dividend Rate

Earliest Redemption

Date (1)

Carrying Amount

Preferred Series

At September 30, 2026

At December 31, 2025

Series B (2)

12/28/2011

35,500

Variable (3)

1/15/2017

$24

$24

Series F (4)

5/27/2020

5,000

5.625%

7/15/2030

494

494

Series G (4)

8/3/2020

5,000

4.45

10/15/2027

494

494

Series H (2)

2/2/2021

500,000

4.50

4/15/2026

486

486

Series I (5)

6/9/2021

7,000

5.70

12/01/2022

175

175

Series J (2)

3/6/2023

325,000

6.875

4/15/2028

317

317

Series K (4)

9/11/2025

7,500

6.25

10/15/2030

741

741

Series L (5)

2/1/2026

6,900

5.50

(6)

150

—

Total

891,900

$2,881

$2,731

(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.

Three Months Ended

Nine Months Ended

(amounts in millions, except per share

data)

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Cash

Dividend

Declared

Per Share

Cash

Dividend

Declared

Per Share

Cash

Dividend

Declared

Per Share

Cash

Dividend

Declared

Per Share

Preferred Series

Amount

Amount

Amount

Amount

Series B

$16.79

$1

$18.20

$—

$49.96

$3

$54.40

$2

Series F

1,406.25

7

1,406.25

7

4,218.75

21

4,218.75

21

Series G

1,112.50

6

1,112.50

6

3,337.50

18

3,337.50

17

Series H

11.25

6

11.25

6

33.75

18

33.75

17

Series I

356.25

2

356.25

2

1,068.75

6

1,068.75

7

Series J

17.19

6

17.19

6

51.57

18

51.57

17

Series K (1)

1,562.50

11

4,687.50

33

Series L (2)

343.75

2

1,031.25

6

Total

$41

$27

$123

$81

(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.

72    Huntington Bancshares Incorporated

Table of Contents

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.

Three Months Ended

Nine Months Ended

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

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Basic earnings per common share:

Net income attributable to Huntington

$721

$629

$1,971

$1,692

Dividends on preferred shares

41

27

123

81

Net income available to common shareholders

$680

$602

$1,848

$1,611

Average common shares issued and outstanding

2,019,285

1,459,129

1,970,567

1,456,979

Basic earnings per common share

$0.34

$0.41

$0.94

$1.11

Diluted earnings per common share:

Average dilutive potential common shares:

Stock options, restricted stock units and awards, and

performance share units

20,626

18,491

21,759

18,662

Shares held in deferred compensation plans

6,962

6,967

7,114

7,036

Average dilutive potential common shares

27,588

25,458

28,873

25,698

Total diluted average common shares issued and outstanding

2,046,873

1,484,587

1,999,440

1,482,677

Diluted earnings per common share

$0.33

$0.41

$0.92

$1.09

Anti-dilutive awards (1)

238

230

278

1,693

(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.

2026 3Q Form 10-Q    73

Table of Contents

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.

(dollar amounts in millions)

Consumer &

Regional Banking

Commercial

Banking

Treasury / Other

Huntington

Consolidated

Major Revenue Streams

Three months ended September 30, 2026

Payments and cash management revenue

$142

$55

$—

$197

Wealth and asset management revenue

127

4

—

131

Customer deposit and loan fees

70

5

—

75

Capital markets and advisory fees

8

48

—

56

Other noninterest income

22

—

3

25

Net revenue from contracts with customers

369

112

3

484

Noninterest income within the scope of other GAAP topics

72

144

22

238

Total noninterest income

$441

$256

$25

$722

Three months ended September 30, 2025

Payments and cash management revenue

$120

$41

$—

$161

Wealth and asset management revenue

96

8

—

104

Customer deposit and loan fees

62

4

—

66

Capital markets and advisory fees

10

37

(1)

46

Other noninterest income

42

6

(1)

47

Net revenue from contracts with customers

330

96

(2)

424

Noninterest income within the scope of other GAAP topics

63

122

19

204

Total noninterest income

$393

$218

$17

$628

(dollar amounts in millions)

Consumer &

Regional Banking

Commercial

Banking

Treasury / Other

Huntington

Consolidated

Major Revenue Streams

Nine Months Ended September 30, 2026

Payments and cash management revenue

$396

$171

$—

$567

Wealth and asset management revenue

369

16

—

385

Customer deposit and loan fees

208

14

—

222

Capital markets and advisory fees

22

180

—

202

Other noninterest income

65

10

7

82

Net revenue from contracts with customers

1,060

391

7

1,458

Noninterest income within the scope of other GAAP topics

225

392

114

731

Total noninterest income

$1,285

$783

$121

$2,189

Nine Months Ended September 30, 2025

Payments and cash management revenue

$345

$106

$—

$451

Wealth and asset management revenue

289

18

—

307

Customer deposit and loan fees

172

10

—

182

Capital markets and advisory fees

16

102

(1)

117

Other noninterest income

81

17

(3)

95

Net revenue from contracts with customers

903

253

(4)

1,152

Noninterest income within the scope of other GAAP topics

156

304

(19)

441

Total noninterest income

$1,059

$557

$(23)

$1,593

2026 3Q Form 10-Q    74

Table of Contents

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 September 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 September 30, 2026 was determined to be immaterial.

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 nine-month periods ended

September 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.

Fair Value Measurements at Reporting Date Using

Netting

Adjustments (1)

Total

(dollar amounts in millions)

Level 1

Level 2

Level 3

At September 30, 2026

Assets

Trading account assets

$42

$303

$—

$—

$345

Available-for-sale securities:

U.S. Treasury

8,454

—

—

—

8,454

Residential MBS

—

12,116

—

—

12,116

Residential CMO

—

6,189

—

—

6,189

Commercial MBS

—

2,525

—

—

2,525

Other agencies

—

449

—

—

449

Municipal securities

—

80

4,387

—

4,467

Corporate debt

—

164

—

—

164

Asset-backed securities

—

133

28

—

161

Private-label CMO

—

68

20

—

88

Other securities/sovereign debt

—

10

—

—

10

Total available-for-sale securities

8,454

21,734

4,435

—

34,623

Other securities

28

34

—

—

62

Loans held for sale

—

1,154

—

—

1,154

Loans held for investment

—

101

65

—

166

MSRs

—

—

837

—

837

Other assets:

Derivative assets

—

1,239

5

(746)

498

Assets held in trust for deferred compensation plans

234

—

—

—

234

Liabilities

Short-term borrowings

293

51

—

—

344

Long-term debt

—

1,561

—

—

1,561

Derivative liabilities

—

1,592

5

(337)

1,260

(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 3Q Form 10-Q    75

Table of Contents

Fair Value Measurements at Reporting Date Using

Netting

Adjustments (1)

Total

(dollar amounts in millions)

Level 1

Level 2

Level 3

At December 31, 2025

Assets

Trading account assets

$—

$63

$—

$—

$63

Available-for-sale securities:

U.S. Treasury

4,635

—

—

—

4,635

Residential MBS

—

9,669

—

—

9,669

Residential CMO

—

5,197

—

—

5,197

Commercial MBS

—

1,831

—

—

1,831

Other agencies

—

150

—

—

150

Municipal securities

—

82

4,061

—

4,143

Corporate debt

—

178

—

—

178

Asset-backed securities

—

193

28

—

221

Private-label CMO

—

79

19

—

98

Other securities/sovereign debt

—

10

—

—

10

Total available-for-sale securities

4,635

17,389

4,108

—

26,132

Other securities

30

12

—

—

42

Loans held for sale

—

885

—

—

885

Loans held for investment

—

105

62

—

167

MSRs

—

—

593

—

593

Other assets:

Derivative assets

—

499

8

(260)

247

Assets held in trust for deferred compensation plans

216

—

—

—

216

Liabilities

Short-term borrowings

131

7

—

—

138

Long-term debt

—

1,161

—

—

1,161

Derivative liabilities

—

514

5

(169)

350

(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 3Q Form 10-Q    76

Table of Contents

Level 3 Fair Value Measurements

Available-for-sale securities

Loans held

for

investment

(dollar amounts in millions)

MSRs

Derivative

instruments

Municipal

securities

Private-

label CMO

Asset-backed

securities

Three months ended September 30, 2026

Opening balance

$752

$9

$4,565

$20

$43

$62

Transfers into Level 3

—

—

—

—

—

5

Transfers out of Level 3 (1)

—

(11)

—

—

—

—

Total gains (losses) for the period:

Included in earnings:

Interest and fee income

—

—

—

—

—

(1)

Mortgage banking income

72

2

—

—

—

—

Other noninterest income

—

(1)

—

—

—

—

Included in OCI

—

—

(84)

—

—

—

Purchases/originations

35

—

275

—

—

—

Repayments

—

—

—

—

—

(1)

Settlements

(22)

1

(369)

—

(15)

—

Closing balance

$837

$—

$4,387

$20

$28

$65

Change in unrealized gains (losses) for the period

included in earnings for assets held at end of the

reporting date

$72

$(10)

$—

$—

$—

$—

Change in unrealized gains (losses) for the period

included in other comprehensive income for assets held

at the end of the reporting period

—

—

(88)

—

—

—

Three months ended September 30, 2025

Opening balance

$567

$7

$4,067

$21

$38

$62

Transfers into Level 3

—

—

—

—

—

3

Transfers out of Level 3 (1)

—

(14)

—

—

—

—

Total gains (losses) for the period:

Included in earnings:

Mortgage banking income

(1)

12

—

—

—

—

Other noninterest income

—

(4)

—

—

—

—

Included in OCI

—

—

35

—

—

—

Purchases/originations

27

—

160

—

—

—

Repayments

—

—

—

—

—

(2)

Settlements

(17)

2

(172)

2

—

—

Closing balance

$576

$3

$4,090

$23

$38

$63

Change in unrealized gains (losses) for the period

included in earnings for assets held at end of the

reporting date

$(1)

$(1)

$—

$—

$—

$—

Change in unrealized gains (losses) for the period

included in other comprehensive income for assets held

at the end of the reporting period

—

—

34

—

—

—

(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 3Q Form 10-Q    77

Table of Contents

Level 3 Fair Value Measurements

Available-for-sale securities

Loans held

for

investment

(dollar amounts in millions)

MSRs

Derivative

instruments

Municipal

securities

Private-

label CMO

Asset-backed

securities

Nine months ended September 30, 2026

Opening balance

$593

$3

$4,061

$19

$28

$62

Transfers into Level 3

—

—

—

—

—

9

Transfers out of Level 3 (1)

—

(39)

—

—

—

—

Total gains (losses) for the period:

Included in earnings:

Interest and fee income

—

32

—

—

—

(1)

Mortgage banking income

68

(1)

—

—

—

—

Included in OCI

—

—

(116)

—

—

—

Acquisition

140

1

—

—

—

—

Purchases/originations

103

—

1,264

—

24

—

Repayments

—

—

—

—

—

(5)

Settlements

(67)

4

(822)

1

(24)

—

Closing balance

$837

$—

$4,387

$20

$28

$65

Change in unrealized gains (losses) for the period included

in earnings for assets held at end of the reporting date

$68

$(6)

$—

$—

$—

$—

Change in unrealized gains (losses) for the period included

in other comprehensive income for assets held at the end

of the reporting period

—

—

(122)

—

—

—

Nine months ended September 30, 2025

Opening balance

$573

$2

$3,954

$21

$49

$61

Transfers into Level 3

—

—

—

—

—

7

Transfers out of Level 3 (1)

—

(31)

—

—

—

—

Total gains (losses) for the period:

Included in earnings:

Interest and fee income

—

—

(1)

—

—

—

Mortgage banking income

(16)

34

—

—

—

—

Other noninterest income

—

(10)

—

—

—

—

Included in OCI

—

—

52

—

—

—

Purchases/originations

67

—

799

—

Repayments

—

—

—

—

—

(5)

Settlements

(48)

8

(714)

2

(11)

—

Closing balance

$576

$3

$4,090

$23

$38

$63

Change in unrealized gains (losses) for the period included

in earnings for assets held at end of the reporting date

$(16)

$4

$—

$—

$—

$—

Change in unrealized gains (losses) for the period included

in other comprehensive income for assets held at the end

of the reporting period

—

—

48

—

—

—

(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 3Q Form 10-Q    78

Table of Contents

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.

Total Loans

Loans that are 90 or more days past due

(dollar amounts in millions)

Fair value

carrying

amount

Aggregate

unpaid

principal

Difference

Fair value

carrying

amount

Aggregate

unpaid

principal

Difference

At September 30, 2026

Assets

Loans held for sale

$1,154

$1,168

$(14)

$—

$—

$—

Loans held for investment

166

179

(13)

6

7

(1)

Liabilities

Long-term debt

1,561

1,582

21

At December 31, 2025

Assets

Loans held for sale

$885

$855

$30

$—

$—

$—

Loans held for investment

167

179

(12)

3

4

(1)

Liabilities

Long-term debt

1,161

1,151

(10)

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

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

Classification

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Loans held for sale

Mortgage banking income

$(48)

$1

$(44)

$16

Loans held for investment

Mortgage banking income

(1)

—

(1)

(1)

Long-term debt

Other noninterest income

13

—

31

(5)

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.

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

Total Losses

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Collateral-dependent loans

$39

$74

$(39)

$(14)

$(128)

$(57)

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 3Q Form 10-Q    79

Table of Contents

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.

Quantitative Information about Level 3 Fair Value Measurements (1)

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Valuation Technique

Significant Unobservable Input

Range

Weighted

 Average

Range

Weighted

 Average

Measured at fair value on a recurring basis:

MSRs

Discounted cash flow

Constant prepayment rate

6%

-

22%

7%

6%

-

61%

8%

Spread over forward interest 

rate swap rates

5%

-

11%

5%

5%

-

11%

5%

Municipal securities

Discounted cash flow

Discount rate

4%

-

6%

5%

4%

-

4%

4%

Cumulative default

—%

-

64%

3%

—%

-

64%

3%

Loss given default (2)

20%

20%

(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 3Q Form 10-Q    80

Table of Contents

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

instruments.

(dollar amounts in millions)

Amortized Cost

Lower of Cost or

Market

Fair Value or

Fair Value Option

Total Carrying

Amount

Estimated Fair

Value

At September 30, 2026

Financial Assets

Cash and short-term assets

$17,396

$—

$—

$17,396

$17,396

Trading account assets

—

—

345

345

345

Available-for-sale securities

—

—

34,623

34,623

34,623

Held-to-maturity securities

14,733

—

—

14,733

12,466

Other securities

1,371

—

62

1,433

1,433

Loans held for sale

—

413

1,154

1,567

1,567

Net loans and leases (1)

188,061

—

166

188,227

184,671

Derivative assets

—

—

498

498

498

Assets held in trust for deferred compensation

plans

—

—

234

234

234

Financial Liabilities

Deposits (2)

224,678

—

—

224,678

224,651

Short-term borrowings

5,722

—

344

6,066

6,066

Long-term debt

15,780

—

1,561

17,341

17,378

Derivative liabilities

—

—

1,260

1,260

1,260

At December 31, 2025

Financial Assets

Cash and short-term assets

$14,078

$—

$—

$14,078

$14,078

Trading account assets

—

—

63

63

63

Available-for-sale securities

—

—

26,132

26,132

26,132

Held-to-maturity securities

15,258

—

—

15,258

13,636

Other securities

952

—

42

994

994

Loans held for sale

—

530

885

1,415

1,420

Net loans and leases (1)

146,938

—

167

147,105

146,273

Derivative assets

—

—

247

247

247

Assets held in trust for deferred compensation

plans

—

—

216

216

216

Financial Liabilities

Deposits (2)

176,610

—

—

176,610

176,610

Short-term borrowings

1,123

—

138

1,261

1,261

Long-term debt

16,060

—

1,161

17,221

17,479

Derivative liabilities

—

—

350

350

350

(1)Includes collateral-dependent loans.

(2)Includes $3.5 billion and $2.1 billion in time deposits in excess of the FDIC insurance coverage limit at September 30, 2026 and December 31, 2025,

respectively.

2026 3Q Form 10-Q    81

Table of Contents

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

Estimated Fair Value Measurements at Reporting Date Using

Netting

Estimated Fair Value

(dollar amounts in millions)

Level 1

Level 2

Level 3

Adjustments (1)

At September 30, 2026

Financial Assets

Trading account assets

$42

$303

$—

$—

$345

Available-for-sale securities

8,454

21,734

4,435

—

34,623

Held-to-maturity securities

2,340

10,126

—

—

12,466

Other securities (2)

28

34

—

—

62

Loans held for sale

—

1,154

413

—

1,567

Net loans and leases

—

101

184,570

—

184,671

Derivative assets

—

1,239

5

(746)

498

Financial Liabilities

Deposits

—

202,221

22,430

—

224,651

Short-term borrowings

293

5,773

—

—

6,066

Long-term debt

—

13,589

3,789

—

17,378

Derivative liabilities

—

1,592

5

(337)

1,260

At December 31, 2025

Financial Assets

Trading account assets

$—

$63

$—

$—

$63

Available-for-sale securities

4,635

17,389

4,108

—

26,132

Held-to-maturity securities

2,368

11,268

—

—

13,636

Other securities (2)

30

12

—

—

42

Loans held for sale

—

885

535

—

1,420

Net loans and leases

—

105

146,168

—

146,273

Derivative assets

—

499

8

(260)

247

Financial Liabilities

Deposits

—

158,472

18,138

—

176,610

Short-term borrowings

131

1,130

—

—

1,261

Long-term debt

—

12,336

5,143

—

17,479

Derivative liabilities

—

514

5

(169)

350

(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 3Q Form 10-Q    82

Table of Contents

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.

At September 30, 2026

At December 31, 2025

(dollar amounts in millions)

Notional Value

Asset

Liability

Notional Value

Asset

Liability

Derivatives designated as Hedging Instruments

Interest rate contracts

$41,846

$—

$468

$43,996

$109

$28

Foreign exchange contracts

280

—

9

809

4

—

Derivatives not designated as Hedging Instruments

Interest rate contracts

56,178

1,050

982

49,284

260

389

Foreign exchange contracts

9,079

107

72

7,085

58

60

Equity contracts

866

18

2

912

33

5

Commodities contracts

1,288

67

64

822

40

37

Credit contracts

75

2

—

139

3

—

Total contracts

$109,612

$1,244

$1,597

$103,047

$507

$519

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.

Location of Gain or (Loss) Recognized in

Income on Derivatives

Amount of Gain or (Loss) Recognized in Income on Derivatives

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Interest rate contracts:

Customer

Capital markets and advisory fees

$13

$13

$43

$34

Mortgage banking

Mortgage banking income

(34)

9

(44)

9

Foreign exchange contracts

Capital markets and advisory fees

14

13

41

37

Equity contracts

Other noninterest income and other

noninterest expense

(5)

3

(9)

4

Commodities contracts

Capital markets and advisory fees

2

—

4

2

Credit contracts

Other noninterest income

(3)

(2)

(5)

(6)

Total

$(13)

$36

$30

$80

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 3Q Form 10-Q    83

Table of Contents

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

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

sensitive instruments.

(dollar amounts in millions)

Fair Value Hedges

Cash Flow Hedges

Economic Hedges

Total

At September 30, 2026

Instruments associated with:

Investment securities

$5,622

$—

$—

$5,622

Loans

—

24,825

28

24,853

Long-term debt

11,399

—

—

11,399

Total notional value

$17,021

$24,825

$28

$41,874

At December 31, 2025

Instruments associated with:

Investment securities

$5,147

$—

$—

$5,147

Loans

—

28,250

28

28,278

Long-term debt

10,599

—

—

10,599

Total notional value

$15,746

$28,250

$28

$44,024

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 $21 million and $38 million

for the three-month periods ended September 30, 2026, and 2025, respectively, and decreases to net interest

income of $54 million and $63 million for the nine-month periods ended September 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.

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Interest rate contracts

Change in fair value of interest rate swaps hedging investment securities (1)

$293

$(40)

$342

$(302)

Change in fair value of hedged investment securities (1)

(293)

38

(338)

299

Change in fair value of interest rate swaps hedging long-term debt (2)

(218)

16

(391)

231

Change in fair value of hedged long-term debt (2)

218

(16)

392

(231)

(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 3Q Form 10-Q    84

Table of Contents

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

value hedges.

Amortized Cost

Cumulative Amount of Fair Value Hedging

Adjustment To Hedged Items

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

At September 30, 2026

At December 31, 2025

Assets

Available-for-sale securities (1)

$14,724

$11,402

$(515)

$(177)

Liabilities

Long-term debt (2)

10,939

11,066

(391)

1

(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 $(32) million at September 30, 2026 and $(42) million at December 31, 2025.

Cash Flow Hedges

At September 30, 2026, Huntington had $24.8 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 September 30, 2026, net losses recognized in AOCI that are expected to be reclassified into earnings within

the next 12 months totaled $8 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 $40 million at September 30, 2026 and $2 million at

December 31, 2025. At September 30, 2026 and December 31, 2025, Huntington had commitments to sell

residential real estate loans of $1.8 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 3Q Form 10-Q    85

Table of Contents

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.

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Notional value

$2,042

$2,658

Trading liabilities

79

18

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Trading gains (losses)

$(80)

$4

$(82)

$13

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, was $85 million and $58 million at September 30, 2026 and December 31, 2025,

respectively. The total notional values of derivative financial instruments used by Huntington on behalf of

customers, including offsetting derivatives, were $51.8 billion and $52.8 billion at September 30, 2026 and

December 31, 2025, respectively. Huntington’s credit risk from customer derivatives was $71 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.

2026 3Q Form 10-Q    86

Table of Contents

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.

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

bank derivative transactions was net credit risk of $306 million and $73 million at September 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 September 30, 2026, Huntington pledged $467 million of investment securities and cash collateral to

counterparties, while other counterparties pledged $550 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.

Offsetting of Financial Assets and Derivative Assets

Gross amounts

of recognized

assets

Gross amounts

offset in the

unaudited

consolidated

balance sheets

Net amounts of

assets

presented in

the unaudited

consolidated

balance sheets

Gross amounts not offset in the

unaudited consolidated

balance sheets

(dollar amounts in millions)

Financial

instruments

Cash collateral

received

Net amount

At September 30, 2026

$1,244

$(746)

$498

$(22)

$(3)

$473

At December 31, 2025

507

(260)

247

(2)

(100)

145

Offsetting of Financial Liabilities and Derivative Liabilities

Gross amounts

of recognized

liabilities

Gross amounts

offset in the

unaudited

consolidated

balance sheets

Net amounts of

liabilities

presented in the

unaudited

consolidated

balance sheets

Gross amounts not offset in the

unaudited consolidated

balance sheets

(dollar amounts in millions)

Financial

instruments

Cash collateral

delivered

Net amount

At September 30, 2026

$1,597

$(337)

$1,260

$(211)

$(256)

$793

At December 31, 2025

519

(169)

350

(120)

(15)

215

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.

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Assets

Net loans and leases

$415

$669

Other assets

454

431

Total assets

$869

$1,100

Liabilities

Long-term borrowings

$352

$600

Other liabilities

117

152

Total liabilities

$469

$752

2026 3Q Form 10-Q    87

Table of Contents

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.

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 September 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.

(dollar amounts in millions)

Total Assets

Total Liabilities

Maximum

Exposure to Loss

At September 30, 2026

Affordable housing tax credit partnerships

$3,107

$1,239

$3,107

Trust preferred securities

14

248

—

Other investments

1,936

334

1,936

Total

$5,057

$1,821

$5,043

At December 31, 2025

Affordable housing tax credit partnerships

$2,453

$946

$2,453

Trust preferred securities

14

262

—

Other investments

1,465

196

1,465

Total

$3,932

$1,404

$3,918

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.

2026 3Q Form 10-Q    88

Table of Contents

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

unfunded commitments.

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Affordable housing tax credit investments

$4,753

$3,898

Less: amortization

(1,646)

(1,445)

Net affordable housing tax credit investments

$3,107

$2,453

Unfunded commitments

$1,239

$946

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

investments.

Three Months Ended

Nine Months Ended

(dollar amounts in millions)

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Tax credits and other tax benefits recognized

$108

$86

$329

$259

Proportional amortization expense included in provision for income

taxes

84

68

251

209

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:

(dollar amounts in millions)

At September 30, 2026

At December 31, 2025

Contract amount representing credit risk

Commitments to extend credit:

Commercial and industrial

$58,865

$47,736

Consumer loan portfolio

24,273

21,659

Commercial real estate

5,721

4,036

Standby letters of credit and guarantees on industrial revenue bonds

1,977

895

2026 3Q Form 10-Q    89

Table of Contents

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 $46 million and $31 million at September 30, 2026 and December 31, 2025, respectively.

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 September 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 September 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 $70 million at

September 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.

2026 3Q Form 10-Q    90

Table of Contents

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. Cadence has consistently denied all allegations of wrongdoing and that any alleged damages were

the result of the MSLP loan.

The parties have reached a tentative resolution, and settlement documentation is being prepared. All court

dates and deadlines, including the trial date, have been stayed pending finalization of the settlement.

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.

Consumer &

Regional Banking

Commercial

Banking

Treasury / Other

Huntington

Consolidated

(dollar amounts in millions)

Three months ended September 30, 2026

Net interest income (loss)

$1,451

$706

$(88)

$2,069

Provision for credit losses

105

18

—

123

Net interest income (loss) after provision for credit losses

1,346

688

(88)

1,946

Noninterest income

441

256

25

722

Noninterest expense:

Direct personnel costs

421

188

381

990

Other noninterest expense, including corporate allocations

754

235

(207)

782

Total noninterest expense

1,175

423

174

1,772

Income (loss) before income taxes

612

521

(237)

896

Provision (benefit) for income taxes

128

110

(66)

172

Income attributable to non-controlling interest

—

3

—

3

Net income (loss) attributable to Huntington

$484

$408

$(171)

$721

2026 3Q Form 10-Q    91

Table of Contents

Consumer &

Regional Banking

Commercial

Banking

Treasury / Other

Huntington

Consolidated

(dollar amounts in millions)

Three months ended September 30, 2025

Net interest income (loss)

$1,061

$538

$(93)

$1,506

Provision for credit losses

121

1

—

122

Net interest income (loss) after provision for credit losses

940

537

(93)

1,384

Noninterest income

393

218

17

628

Noninterest expense:

Direct personnel costs

308

152

297

757

Other noninterest expense, including corporate allocations

541

167

(219)

489

Total noninterest expense

849

319

78

1,246

Income (loss) before income taxes

484

436

(154)

766

Provision (benefit) for income taxes

102

91

(60)

133

Income attributable to non-controlling interest

—

4

—

4

Net income (loss) attributable to Huntington

$382

$341

$(94)

$629

Nine months ended September 30, 2026

Net interest income (loss)

$4,274

$2,065

$(327)

$6,012

Provision for credit losses

269

143

1

413

Net interest income (loss) after provision for credit losses

4,005

1,922

(328)

5,599

Noninterest income

1,285

783

121

2,189

Noninterest expense:

Direct personnel costs

1,210

581

1,201

2,992

Other noninterest expense, including corporate allocations

2,189

697

(523)

2,363

Total noninterest expense

3,399

1,278

678

5,355

Income (loss) before income taxes

1,891

1,427

(885)

2,433

Provision (benefit) for income taxes

397

300

(246)

451

Income attributable to non-controlling interest

—

11

—

11

Net income (loss) attributable to Huntington

$1,494

$1,116

$(639)

$1,971

Nine months ended September 30, 2025

Net interest income (loss)

$3,018

$1,564

$(183)

$4,399

Provision for credit losses

306

34

—

340

Net interest income (loss) after provision for credit losses

2,712

1,530

(183)

4,059

Noninterest income

1,059

557

(23)

1,593

Noninterest expense:

Direct personnel costs

907

440

803

2,150

Other noninterest expense, including corporate allocations

1,601

499

(655)

1,445

Total noninterest expense

2,508

939

148

3,595

Income (loss) before income taxes

1,263

1,148

(354)

2,057

Provision (benefit) for income taxes

265

241

(155)

351

Income attributable to non-controlling interest

—

14

—

14

Net income (loss) attributable to Huntington

$998

$893

$(199)

$1,692

Assets

Deposits

(dollar amounts in millions)

At September 30,

2026

At December 31,

2025

At September 30,

2026

At December 31,

2025

Consumer & Regional Banking

$115,271

$87,307

$148,587

$117,188

Commercial Banking

100,707

79,798

67,912

50,657

Treasury / Other

71,855

58,001

8,179

8,765

Total

$287,833

$225,106

$224,678

$176,610

2026 3Q Form 10-Q    92

Table of Contents

Item 3: Quantitative and Qualitative Disclosures about Market Risk

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.

Item 4: Controls and Procedures

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.

Item 1: Legal Proceedings

Information required by this item is set forth in Note 17 - “Commitments and Contingent Liabilities” of the Notes

to Unaudited Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is

incorporated into this Item by reference.

Item 1A: Risk Factors

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

Table of Contents

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

(a) and (b)

Not Applicable

(c) In April 2026, our Board of Directors authorized the repurchase of up to $3.0 billion of our common shares. The

timing of share repurchases depends upon marketplace conditions and other factors, and the program remains

subject to the discretion of our Board of Directors.

The table below presents information with respect to purchases made by or on behalf of the Company or any

“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (the

"Exchange Act")), for each of the three months in the period ended September 30, 2026:

(dollars in millions, except per share data, shares in

thousands)

Total Number of Shares

Purchased

Average

Price Paid

Per Share

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

Approximate Dollar

Value that may yet be

Purchased Under the

Plans or Programs (1)

July 1, 2026 to July 31, 2026

—

$—

—

$2,950

August 1, 2026 to August 31, 2026

2,843

17.59

2,843

2,900

September 1, 2026 to September 30, 2026

3,220

15.53

3,220

2,850

Total

6,063

$16.49

6,063

(1)The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly-

announced share repurchase authorizations.

Item 5. Other Information

Trading Plans

During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the

Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

2026 3Q Form 10-Q    94

Table of Contents

Item 6. Exhibits

Exhibit Index

This report incorporates by reference the documents listed below that we have previously filed with the SEC.

The SEC allows us to incorporate by reference information in this document. The information incorporated by

reference is considered to be a part of this document, except for any information that is superseded by information

that is included directly in this document.

The SEC maintains a website that contains reports, proxy statements, and other information about issuers, like

us, who file electronically with the SEC. The address of the website is http://www.sec.gov. The reports and other

information filed by us with the SEC are also available free of charge on the Investor Relations portion of our

website. The address of the website is http://www.ir.huntington.com. Except as specifically incorporated by

reference into this Quarterly Report on Form 10-Q, information on those websites is not part of this report.

Exhibit

Number

Document Description

Report or Registration

Statement

SEC File or

Registration

Number

Exhibit

Reference

2.1

Agreement and Plan of Merger, dated as of July 13, 2025, by and between Huntington

Bancshares Incorporated and Veritex Holdings, Inc.

Current Report on Form 8-K

dated July 17, 2025.

001-34073

2.1

2.2

Agreement and Plan of Merger, dated as of October 26, 2025, by and among Huntington

Bancshares Incorporated, The Huntington National Bank, and Cadence Bank

Current Report on Form 8-K

dated October 26, 2025.

001-34073

2.1

3.1

Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.

Current Report on Form 8-K

dated January 16, 2019.

001-34073

3.2

3.2

Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.

Current Report on Form 8-K

dated May 28, 2020.

001-34073

3.1

3.3

Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.

Current Report on Form 8-K

dated August 5, 2020.

001-34073

3.1

3.4

Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021.

Current Report on Form 8-K

dated February 5, 2021.

001-34073

3.1

3.5

Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021.

Current Report on Form 8-K

dated June 8, 2021.

001-34073

3.1

3.6

Articles of Amendment of Huntington Bancshares Incorporated to Articles of

Restatement of Huntington Bancshares Incorporated, as of June 8, 2021.

Current Report on Form 8-K

dated June 8, 2021.

001-34073

3.2

3.7

Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023.

Current Report on Form 8-K

dated March 2, 2023.

001-34073

3.1

3.8

Articles Supplementary of Huntington Bancshares Incorporated, as of September 10,

2025.

Current Report on Form 8-K

dated September 10, 2025.

001-34073

3.1

3.9

Articles Supplementary of Huntington Bancshares Incorporated, effective as of February

1, 2026.

Registration Statement on Form

8-A filed January 30, 2026.

001-34073

4.2

3.10

Bylaws of Huntington Bancshares Incorporated, as amended and restated on July 17,

2024.

Current Report on Form 8-K

dated July 17, 2024.

001-34073

3.1

4.1

Instruments defining the Rights of Security Holders—reference is made to Articles Fifth

and Eighth of Exhibit A to the Articles of Restatement of Huntington Bancshares

Incorporated, as amended and supplemented.

22

Subsidiary Issuers of Guaranteed Securities

Annual Report on Form 10-K for

year ended December 31, 2025

001-34073

22

31.1

*Rule 13a-14(a) Certification – Chief Executive Officer.

31.2

*Rule 13a-14(a) Certification – Chief Financial Officer.

32.1

**Section 1350 Certification – Chief Executive Officer.

32.2

**Section 1350 Certification – Chief Financial Officer.

101.INS

***The instance document does not appear in the interactive data file because its XBRL

tags are embedded within the Inline XBRL document

101.SCH

*Inline XBRL Taxonomy Extension Schema Document

101.CAL

*Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

*Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

*Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

*Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

*Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit

101 attachments)

*            Filed herewith

**          Furnished herewith

***The following material from Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 formatted in Inline XBRL:

(1) Unaudited Consolidated Balance Sheets, (2) Unaudited Consolidated Statements of Income, (3) Unaudited Consolidated Statements of

Comprehensive Income, (4) Unaudited Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Consolidated Statements of Cash

Flows, and (6) the Notes to Unaudited Consolidated Financial Statements.

2026 3Q Form 10-Q    95

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HUNTINGTON BANCSHARES INCORPORATED

(Registrant)

Date:

October 27, 2026

/s/ Stephen D. Steinour

Stephen D. Steinour

Chairman and Chief Executive Officer

(Principal Executive Officer)

Date:

October 27, 2026

/s/ Zachary Wasserman

Zachary Wasserman

Chief Financial Officer

(Principal Financial Officer)

来源:SEC EDGAR · 本站存档