BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

up to one year after the closing date of the acquisition as additional information becomes available. 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 and certain other assets.

Preliminary Allocation of Purchase Consideration

The following table provides the preliminary 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
Preliminary fair value of net assets acquired	1,234
Preliminary goodwill	$450

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

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

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

Intangible Assets” to the Consolidated Financial Statements appearing in Huntington’s 2025 Annual Report on Form

10-K for information regarding the allocation of goodwill to the Company’s reportable segments as a result of the

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

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

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

acquired and liabilities assumed in the Veritex acquisition.

Cadence Acquisition

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

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

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

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

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

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

addition, each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was

converted into the right to receive one depositary share representing 1/1000 of a share of a newly created 5.50%

Series L Non-Cumulative Perpetual Preferred Stock of Huntington. Upon completion of the merger, Huntington

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

to the conversion of certain Cadence equity awards into Huntington equity awards and the issuance of the

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

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

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

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

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

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

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

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

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

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

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

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 expected

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

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

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

of the Notes to Unaudited Consolidated Financial Statements.

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

liabilities assumed.

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

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

Securities: Fair values for securities were based on quoted market prices, 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.

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 estimated 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.

Pro Forma Financial Information (Unaudited)

Huntington's operating results for the quarter ended March 31, 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 months ended March 31, 2026 include

$321 million 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
(dollar amounts in millions)	March 31, 2026	March 31, 2025
Net interest income	$2,042	$1,914
Noninterest income	739	594
Net income attributable to Huntington	485	665