HBAN 10-K & 10-Q changes, risk factors and insider trading

The risks and uncertainties listed below present risks that could have a material impact on Huntington’s financial condition, the results of operations, or its business. Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others. The risks and uncertainties described below are not the only ones Huntington faces. Additional risks and uncertainties not presently known to Huntington or that Huntington believes to be immaterial may also adversely affect its business. Additionally, refer to factors set forth under the caption “Forward-Looking Statements.” For more information on how we manage risks, see discussion in the “Risk GovernanceManagement” section of our MD&A.

Our ACL level may prove to not be adequate or be negatively affected by credit risk exposuresexposures, which could adversely affect our net income and capital.

In addition, regulatory review of risk ratings and loan and lease losses may impact the level of theour ACL and could have a material adverse effect on our financial condition and results of operations.

Our results of operations depend substantially on net interest income, which is the difference between interest earned on interest earning assets (such as investments and loans) and interest paid on interest bearing liabilities (such as deposits and borrowings). Interest rates are highly sensitive to many factors, including governmental monetary policies, inflation, and domestic and international economic and political conditions. Conditions such as inflation, deflation, recession, unemployment, money supply, and other factors beyond our control may also affect interest rates. In addition, the Federal Reserve’s monetary policies, including changes in the federal funds rate and increasing or reducing the size of its balance sheet, may also affect interest rates. If our interest earning assets mature or reprice faster than interest bearing liabilities in a declining interest rate environment, our net interest income could be materially adversely impacted. Likewise, if interest bearing liabilities mature or reprice more quickly than interest earning assets in a rising interest rate environment, our net interest income could be adversely impacted.

Certain investment securities, notably mortgage-backed securities, are sensitive to rising and falling interest rates. Generally, when rates rise, prepayments of principal and interest will decrease, and the duration of mortgage-backed securities will increase. Conversely, when rates fall, prepayments of principal and interest will increase, and the duration of mortgage-backed securities will decrease. In either case, interest rates have a significant impact on the value of mortgage-backed securities.

In addition to volatility associated with interest rates, the Company also has exposure to equity markets related to the investments within theour benefit plans and other income from client-based transactions.

Prolonged periods of inflation may impact our profitability by negatively impacting our fixed costs and expenses, including increasing funding costs and expense related to talent acquisition and retention. Additionally, inflation may lead to a decrease in consumer and clients’ purchasing power and negatively affect the need or demand for our products and services. If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit extensions. These inflationary pressures could also result in missed earnings and budgetary projections causing our stock price to suffer.

We are a holding company and depend on dividends byfrom our subsidiaries for liquidity needs.

Huntington is an entity separate and distinct from the Bank. The Bank conducts most of our operations, and Huntington depends upon dividends from the Bank to service Huntington’s operating costs and to pay dividends to Huntington’s shareholders. The availability of dividends from the Bank is limited by various statutes and regulations. It is possible, depending upon the financial conditioncondition, including liquidity and capital adequacy of the BankBank, and other factors, that the OCC could limit the payment of dividends or other payments to Huntington by the Bank. In addition, the payment of dividends by our other subsidiaries is also subject to the laws of the subsidiary’s state of incorporation, and regulatory capital and liquidity requirements applicable to such subsidiaries. In the event that the Bank was unable to pay dividends to us, we in turn would likely have to reduce or stop paying dividends on our Preferred and Common Stock. Our failure to pay dividends on our Preferred and Common Stock could have a material adverse effect on the market price of our Preferred and Common Stock. Additional information regarding dividend restrictions is provided in Item 1: Business - “Regulatory Matters.”

Wholesale funding sources can include securitization, federal funds purchased, securities sold under repurchase agreements, brokered deposits, and long-term debt. The Bank is also a member of the FHLB, which provides members access to funding through advances collateralized with mortgage-related assets. We maintain a portfolio of highly-rated,highly rated, marketable securities that is available as a source of liquidity.

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other information contained in this report. The forward-looking statements in this section and other parts of this report involve assumptions, risks, uncertainties, and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Forward-Looking Statements” and those set forth in “Item 1A.1A: Risk Factors”.

(1) Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. 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 tax liabilitytaxes and calculated assuming a 21% tax rate.

(2) OnCalculated on an FTE basisbasis, 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.gains (losses).

Net interest income was $5.3$6.0 billion in 2024,2025, aan decreaseincrease of $94$646 million, or 2%,12%, from 2023.2024. FTE net interest income, a non-GAAP financial measure, decreasedincreased $83$658 million, or 2%,12%, from 2023.2024. The decreaseincrease in FTE net interest income reflected a 1913 basis point decreaseincrease in the FTE NIM to 3.00%3.13% and a $12.2$13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities,liabilities. The NIM increase was primarily due to a decrease in the cost of funding, partially offset by a $8.2 billion, or 5%, increasedecrease in averageyields on earning assets. The NIM compression was primarily due to the higher rate environment driving a higher cost of funds, partially offset by an increase in loansassets and leasesnet andhedging investment security yields.activity.

The provision for credit losses increased $18$43 million, or 4%,10%, to $420$463 million for 2024.2025. The ACL was $2.7 billion, or 1.83% of total loans and leases, at December 31, 2025, compared to $2.4 billion, or 1.88% of total loans and leases, at December 31, 2024, compared to $2.4 billion, or 1.97% of total loans and leases, at December 31, 2023.2024. The modest increase in the total ACL was driven by acurrent combination ofyear loan and lease growth and increased net charge off activitygrowth, in 2024,addition mostlyto an ACL recorded for loans acquired in the Veritex transaction, partially offset by a decrease in the overall ACL coverage ratios in 2024 that is reflective of the current macroeconomic environment.ratio.

Total assets at December 31, 20242025 were $204.2$225.1 billion, an increase of $14.9$20.9 billion, or 8%,10%, compared to December 31, 2023.2024. The increase in total assets was primarily driven by increases$10.3 inbillion of organic loan growth and $9.3 billion of loans andacquired leasesas a result of $8.1the billion, or 7%, interest-earning deposits with bankscompletion of $2.9the billion,Veritex or 33%, and total securities of $2.6 billion, or 6%.acquisition. Total liabilities at December 31, 20242025 were $184.4$200.7 billion, an increase of $14.5$16.3 billion, or 9%, compared to December 31, 2023.2024. The increase in total liabilities was primarilylargely driven by increases$10.8 in total depositsbillion of $11.2liabilities billion,assumed oras 7%,a result of the completion of the Veritex acquisition and long-termorganic debtdeposit growth, partially offset by the run-off of $4.0certain billion,higher-cost orVeritex 32%.deposits.

Our 20242025 results reflect strong organic growth,growth across bothloans, loansdeposits, and deposits,value-added fee services, supported by the combination of existing and new businesses.businesses, and our partnership with Veritex. Driven by our strongrobust liquidity, capital, and credit, we investedcontinued to invest in building existing business relationships, whileadding new relationships, and expanding capabilities and expertise through both geographic expansion and the addition of new commercial verticals. Credit continues to perform well, consistent with our aggregate moderate-to-low risk appetite. We remain focused on deliveringdriving our flywheel of value creation to deliver profitable growth and drivinglong-term value for our shareholders,customers, colleagues, and believe Huntington is positioned to perform well through the dynamic environment.shareholders.

For a discussion of our results of operations for 20232024 versus 2022,2023, see “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” Discussion of Results of Operations included in our 20232024 Annual Report on Form 10-K, filed with the SEC on February 16,14, 2024.2025.

Our primary source of revenue is net interest income, which is the difference between interest income from earning assets (primarily loans and leases and securities), and interest expense from funding sources (primarily interest-bearing deposits and borrowings). Earning asset balances and related funding sources, as well as changes in the levels of interest rates, impact net interest income. The difference between the average yield on earning assets and the average rate paid for interest-bearing liabilities is the net interest spread. Noninterest-bearing sources of funds, such as demand deposits and shareholders’ equity, also support earning assets. The impact of the noninterest-bearing sources of funds, often referred to as “free funds” funds,, is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. Both the net interest margin and net interest spread are presented on an FTE basis, which means that tax-free interest income has been adjusted to a pretax equivalent income, assuming a 21% tax rate. Information related to major components of our net interest income (FTE) and related yields are presented on the following table.

(1)Calculated on an FTE yieldsbasis, arewhich calculatedrepresents 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.

(1)Calculated on an FTE yieldsbasis, arewhich calculatedrepresents 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.

Net interest income for 20242025 was $5.3$6.0 billion, aan decreaseincrease of $94$646 million, or 2%,12%, from 2023.2024. FTE net interest income, a non-GAAP financial measure, decreasedincreased $83$658 million, or 2%,12%, from 2023.2024. The decreaseincrease in FTE net interest income reflected a 1913 basis point decreaseincrease in the FTE NIM to 3.00%3.13% and a $12.2$13.9 billion, or 8%, increase in average earning assets, partially offset by a $12.9 billion, or 9%, increase in average interest-bearing liabilities,liabilities. The NIM increase was primarily due to a decrease in cost of funding, partially offset by a $8.2decrease billion,in oryields 5%,on increaseearning assets and net hedging activity. The increases in average earning assets.assets Theand NIMinterest-bearing compressionliabilities was primarily due toincluded the higher rate environment driving a higher costimpact of funds,earning partiallyassets offsetand byinterest-bearing anliabilities increaseacquired in loansconnection andwith leasesthe andVeritex investment security yields.transaction.

Average assets for 20242025 were $196.3$210.8 billion, an increase of $8.7$14.5 billion, or 5%,7%, from 2023,2024. Average assets were impacted by the $12.0 billion of total assets acquired in connection with the Veritex transaction effective October 20, 2025. The increase in average assets was primarily due to an increaseincreases in average loans and leases of $3.6$12.2 billion, or 3%, total securities of $2.8 billion, or 7%, and10%, interest-earning deposits with banks of $1.8$876 billion,million, or 19%.8%, and total securities of $686 million, or 2%. The increase in average loans and leasesleases, inclusive of acquired Veritex loans and leases, included growth in average consumer loans of $1.9 billion, or 4%, and average commercial loans and leases of $1.6$9.1 billion, or 2%.13%, and in average consumer loans of $3.1 billion, or 6%.

Average liabilities for 20242025 were $176.6$159.8 billion, an increase of $7.7$12.7 billion, or 5%,9%, from 2023,2024. Average liability increases were also impacted by the Veritex acquisition. The increase in average liabilities was primarily due to an increase in average deposits of $7.7$12.9 billion, or 5%,9%, driven by an increase in average interest-bearing deposits of $12.2$10.7 billion, or 11%,9%, partiallyand offsetan by a decreaseincrease in noninterest-bearingaverage depositstotal debt of $4.5$2.2 billion, or 13%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and timeinterest-bearing demand deposits, partially offset by a decrease in average savingstime deposits.

Average shareholders’ equity for 20242025 was $19.7$21.5 billion, an increase of $1.0$1.8 billion, or 5%,9%, from 2023,2024, primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss.loss, and the impact of common stock issued in connection with the Veritex acquisition.

The provision for credit losses in 20242025 was $420$463 million, an increase of $18$43 million, or 4%,10%, from 2023.2024. The increase in the provision expensefor credit losses over the prior year was driven primarily by a combination of current year loan and lease growthgrowth, and increased net charge off activity in 2024. These increases were largelypartially offset by a modest reduction in overall ACL coverage ratios in 2024 that is reflective of the current macroeconomic environment.2025.

Noninterest income was $2.0$2.2 billion, an increase of $119$135 million, or 6%,7%, from the prior year. CapitalCustomer marketsdeposit and advisoryloan fees increased $79$56 million, or 32%,17%, primarily due toreflecting higher advisoryloan and underwritingcommitment fees. Wealth and asset management revenue increased $36$45 million, or 11%,12%, reflecting anhigher increasetrust inand assetsinvestment undermanagement management.account income. Payments and cash management revenue increased $35$44 million, or 7%, reflecting higher merchant acquiring, commercial treasury management, and card transaction revenue. Capital markets and advisory fees increased $19 million, or 6%, reflectingprimarily due to higher cardsyndication fees and merchant acquiring transaction revenue. Customer deposit andcommercial loan feesproduction increasedrelated $22activities, million,partially oroffset 7%,by primarilylower reflecting higher depositadvisory fees. Mortgage banking income increased $21$11 million, or 19%,8%, largely reflecting an increase in saleable spreads. Partially offsetting these increases, leasing revenue decreased $33 million, or 29%, driven by lower income on terminated leases and operating lease income. Other noninterest income decreasedincreased $30$6 million, or 19%,5%, primarily due to items recognized in 2023, including a $57$24 million gain in 2025 on the sale of a portion of our RPS businesstrust and $24custody business, partially offset by a decrease in revenue from tax credit syndications. Partially offsetting these increases, net gains (losses) on sales of securities included a net loss of $58 million in 2025, compared to $21 million in 2024, as a result of unfavorablecorporate mark-to-marketdebt onsecurities therepositioning pay-fixedcompleted swaptionsin program.each respective period, and leasing revenue decreased $13 million, or 16%, driven by lower operating lease income.

The provision for income taxes was $443$459 million for 2024,2025, compared with $413$443 million in 2023.2024. The effective tax rates for 20242025 and 20232024 were 18.4%17.1% and 17.3%,18.4%, respectively. Both years 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 increasedecrease in the effective tax rate in 2024,2025, compared to 2023,2024, wasrelated primarily due to a decrease in tax benefits associated with qualified affordable housing projects and lower taxincreased benefits from discretegeneral items.business credits and the benefits of capital losses recognized in 2025.

Segment Risk Officers are embedded in the first-line and report directly to business unit senior management and indirectly to the Chief Risk Officer. They identify and monitor risk, elevate and remediate issues, establish controls, perform testing, and oversee the self-assessment process. Second-line Corporate Risk Management oversees first-line risk-taking activity, establishes policies, sets operating limits, reviews new or modified products and processes, and is responsible for producing an independent assessment of the Company’s risk position relative to the Board’s risk appetite. Third-line Internal Audit and Credit Review provideprovides additional assurance that risk-related functions are operating as intended.

•Credit risk, which is risk of loss due to loan and lease customers or other counterparties not being able to meet their financial obligations under agreed uponagreed-upon terms.

•Market risk, which includes interest rate and price risk. Interest rate risk is the risk to current or projected financial condition arising from movements in interest rates and considers reprice risk, basis risk, yield curve risk, and options risk. Price risk results from changes in the value of either trading portfolios or other obligations that are entered into as part of distributing risk, primarily associated with market making, dealing, and position taking in interest rate, foreign exchange, equity, commodities, and credit markets.

•Our Technology Committee oversees technology and cybersecurity strategies and plans and is charged with evaluating the Company’s capabilityability to properly perform all technology functions necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development, and management capacity. It provides oversight of technology investments and plans to drive efficiency as well as to meet defined standards for risk, information security, and redundancy; oversees allocation of technology costs and ensures that they are understood by the Board; evaluates innovation and technology trends that may affect our strategic plans, including monitoring of overall industry trends; and reviews and provides oversight of our continuity and disaster recovery planning and preparedness.

Overlapping or common topics are overseen by more than one committee. On a regular basis, the ROC and Audit Committee meet in joint session to cover matters relevant to both committees’ responsibilities, including reviews of annual and quarterly filings, the methodology and level of the ACL, conduct risk, and others. These committees routinely hold executive sessions with our key officers engaged in both accounting and risk management. In addition, the ROC, Audit Committee, and Technology Committee oversee the effectiveness of management’s efforts to address risk issues in a timely, comprehensive, and sustainable manner, and regularly meet in ina joint session to discuss. All directors have access to information provided to each committee and all scheduled meetings are open to all directors.

Our Risk Governance structure also includes executive level committees to manage and oversee risk, which include Asset & Liability Management, Credit Policy & Strategy, Risk Management,Management (inclusive of credit risk and strategy), Capital Management, Allowance, Incentive Compensation, Sarbanes-Oxley, and Disclosure Review. These committees are strategic in nature and are supported by subcommittees that are tactical. We believe this structure helps ensure appropriate escalation of issues, overall communication of strategies, and adherence to the Board’s risk appetite.

C&I – C&I loans are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects, and to institutional sponsors supporting REITs. We focus on borrowers doing business within our geographic markets. C&I loans are generally underwritten individually and secured with the assets of the company and/or the personal guarantee of the business owners. The financing of owner-occupied facilities is considered a C&I loan even though there is improved real estate as collateral. This treatment is a result of the credit decision process, which focuses on cash flow from operations of the business to repay the debt. The operation, sale, rental, or refinancing of the real estate is not considered the primary repayment source for these types of loans. As we have expanded our C&I portfolio, we have developed a series of “vertical specialties” to ensure that new products or lending types are embedded within a structured, centralized Commercial Lending area with designated, experienced credit officers. These specialties are comprised of either targeted industries (for example, healthcare, technology & telecom, finance and insurance, etc.) and/or lending disciplines (equipment finance, distribution finance, asset-based lending, etc.), all of which requiresrequire a high degree of expertise and oversight to effectively mitigate and monitor risk. As such, we have dedicated colleagues and teams focused on bringing value-added expertise to these specialty customers.

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 MarchJune 31,30, 2026, we operated over 1,400 branches in 21 states, with our Commercial and Vehicle Finance businesses delivering expertise nationally.

In this MD&A we refer to FTE net interest income and FTE total revenue.revenue and the efficiency and tangible common equity ratios. These financial measures are not required by,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,measures and reconciliations to the most directly comparable GAAP measure, see the "Non-GAAP Financial Measures" within the “Additional Disclosures” section below.

Summary of 2026 FirstSecond Quarter Results Compared to 2025 FirstSecond Quarter

For the firstsecond quarter of 2026, we reported net income attributable to Huntington of $523$727 million, or $0.25$0.33 per diluted common share, compared with $527$536 million, or $0.34 per diluted common share, in the year-ago quarter.

Net interest income was $1.9$2.1 billion for the firstsecond quarter of 2026, an increase of $465$585 million, or 33%,40%, from the year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $469$589 million, or 33%,40%, from the year-ago quarter. The increase in FTE net interest income primarily reflected a $50.7$67.5 billion, or 27%,35%, increase in average earning assets and a 1410 basis point increase in the FTE NIM to 3.24%,3.21%, partially offset by a $40.1$53.0 billion, or 27%,35%, increase in average interest-bearing liabilities. The increases in average earning assets and average interest-bearing liabilities were attributable to a combination of the Cadence and Veritex acquisitions, as well as organic growth. The NIM increase was primarily due to a decrease in funding costs, partially offset by a decrease in yields on interest earning assets.

Noninterest income,income inclusivewas $785 million in the second quarter of the impact from the Cadence and Veritex acquisitions, was $682 million,2026, an increase of $188$314 million, or 38%,67%, from the year-ago quarter. The increase in noninterest income was driven by increases across all major noninterest income categories.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,billion in the second quarter of 2026, an increase of $622$612 million, or 54%,51%, from the year-ago quarter. The increase in noninterest expense was primarily driven by $152 million of acquisition-related expenses and other impacts from the Cadence and Veritex acquisitions.

Consolidated Balance SheetSheet, Credit Quality, and Capital Ratios as of MarchJune 31,30, 2026 Compared to Prior Year End

Total assets at MarchJune 31,30, 2026 were $285.4$284.0 billion, an increase of $60.3$58.9 billion, or 27%,26%, compared to December 31, 2025. The increase in total assets was primarily driven by $51.3 billion of assets acquired as a result of the completion of the Cadence acquisition, an increase in interest-earning deposits with banks, goodwill resulting from the Cadence acquisition, and organic loan growth. Total liabilities at MarchJune 31,30, 2026 were $252.8$251.3 billion, an increase of $52.1$50.6 billion, or 26%,25%, compared to December 31, 2025. The increase in total liabilities was primarily driven by $46.5 billion of liabilities assumed as a result of the completion of the Cadence acquisition, additional short- and long-term borrowings, and organic deposit growth.

Our shareholders’ equity to total assets ratio was 11.5% at June 30, 2026, compared to 10.8% at December 31, 2025. The tangible common equity to tangible assets ratio, a non-GAAP measure, was 7.0%7.1% at Marchboth 31,June 2026,30, down2026 slightly compared to 7.1% atand December 31, 2025, as an increase in tangible common equity from current period earnings, net of dividends, and the impact of the Cadence acquisition, were offset by common share repurchases, a decline in AOCI, common share repurchases, and an increase in tangible assets. The CET1 risk-based capital ratio was 10.2%10.0% at MarchJune 31,30, 2026, compared to 10.4% at December 31, 2025, with the decrease driven by higher risk-weighted assets, the impact of the Cadence acquisitionacquisition, and share repurchases, partially offset by an increase in regulatory capital from current period earnings, net of dividends.

Our quarterly results reflect continued progressstrong across our organic growth initiatives,execution, supported by thegrowth combinationin ofour existinglegacy organization and newthe business,successful andintegrations our partnerships withof Cadence and Veritex. Driven by ourOur robust liquidity, capital, and credit,credit weprofiles continuedallowed us to continue to invest in buildingdeepening existing businesscustomer relationships, adding new relationships,business, and expanding our capabilities and expertise through both geographic expansion and the addition of new commercial verticals.expertise. Credit continuesperformance toremained perform well,strong, consistent with our aggregate moderate-to-low risk appetite.

Our balance sheet remains a source of strength, as demonstrated by the results of the recent CCAR stress test. With our differentiated super regional bank model, which combines national expertise with local delivery, haswe enabled uscontinue to accelerate organic growth across our core footprint and expandexpansion new markets and verticals,markets, while we remainremaining focused on driving our proven flywheel of value creation to deliver profitablesustained growth and long-term value for our customers, colleagues, and shareholders.

Net interest income for the second quarter of 2026 increased $585 million, or 40%, from the second quarter of 2025. FTE net interest income, a non-GAAP financial measure, for the firstsecond quarter of 2026 increased $469$589 million, or 33%,40%, from the firstsecond quarter of 2025. The increase in FTE net interest income primarily reflected a $50.7$67.5 billion, or 27%,35%, increase in average earning assets and a 1410 basis point increase in the FTE NIM to 3.24%,3.21%, partially offset by a $40.1$53.0 billion, or 27%,35%, increase in average interest-bearing liabilities. The increaseincreases in average earning assets and average interest-bearing liabilities eachwere includedattributable theto impacta combination of earning assets and interest-bearing liabilities acquired in connection with the Cadence and Veritex transactions,acquisitions as well asand organic growth. The higherincrease in the NIM was driven by lower costfunding of funds,costs, partially offset by lower yields on interest earning assets.

Average assets for the firstsecond quarter of 2026 were $262.2$284.5 billion, an increase of $57.1$76.6 billion, or 28%,37%, from the firstsecond quarter of 2025. Average assets were impacted by $51.3 billion of total assets acquired in connection with the Cadence transaction which was effective February 1, 2026, and $12.0 billion of total assets acquired in connection with the Veritex transaction which was effective October 20, 2025. The increase in average assets was primarily due to an increases in average loans and leases of $43.4$56.1 billion, or 33%,42%, average interest-earninginvestment depositsand withother bankssecurities of $4.0$6.6 billion, or 34%, and15%, average goodwill and other intangible assets of $3.5$4.8 billion, or 62%.86%, and average interest-earning deposits with banks of $4.7 billion, or 38%. The increase in average loans and leases, inclusive of acquired Cadence and Veritex loans and leases, included growth in average commercial loans and leases of $34.4$44.4 billion, or 46%,59%, and average consumer loans of $9.0$11.7 billion, or 16%.20%. The Cadence acquisition added $36.9 billion of loans as of the acquisition date, including $26.4 billion of commercial loans and $10.5 billion of consumer loans. The Veritex acquisition added $9.3 billion of loans as of the acquisition date, including $8.2 billion of commercial loans and $1.1 billion of consumer loans.

Average liabilities for the second quarter of 2026 increased $64.6 billion, or 35%, from the second quarter of 2025. Average liability increases were also impacted by the Cadence and Veritex acquisitions. The increase in average liabilities was primarily due to increases in average deposits of $43.0$60.0 billion, or 27%,37%, and average total borrowings of $3.7$3.8 billion, or 20%. The increase in average deposits included an increase in average interest-bearing deposits of $36.4$49.2 billion, or 27%, and an increase in noninterest-bearing deposits of $6.6 billion, or 23%. The increase in average interest-bearing deposits was37%, primarily due to increases in average money market, interest-bearing demanddemand, and time deposits.deposits, and an increase in noninterest-bearing deposits of $10.8 billion, or 37%. The increase in average total borrowings was driven by holding company and bank debt issuances, an increase in FHLB borrowings, and CLN transactions over the last year. The Cadence acquisition added $43.5 billion of deposits as of the acquisition date, including $8.8 billion of noninterest-bearing deposits and $34.7 billion of interest-bearing deposits. The Veritex acquisition added $10.5 billion of deposits as of the acquisition date, including $2.4 billion of noninterest-bearing deposits and $8.1 billion of interest-bearing deposits. Following completion of the acquisitions, certain higher-cost acquired Cadence and Veritex deposits were allowed to run-off in order to optimize our funding mix.

Average shareholders’ equity for the firstsecond quarter of 2026 increased $9.9$12.0 billion, or 50%,58%, from the firstsecond quarter of 2025, primarily due to the impact of common stock issued in connection with the Cadence and Veritex acquisitions, earnings, net of dividends, and the impact of issued and acquired preferred stock, and the benefit from a decrease in average accumulated other comprehensive loss.stock.

The provision for credit losses for the second quarter of 2026 was $132 million, an increase of $29 million, or 28%, compared to the second quarter of 2025. The provision for credit losses for the first quartersix-month period of 2026 was $158$290 million, an increase of $43$72 million, or 37%,33%, compared to the firstyear-ago quarter of 2025.period. The increase in provision expense in the firstsecond quarter of 2026, compared to the firstsecond quarter of 2025, and for the first six months of 2026, compared to the year-ago period, is reflective of loan growth and higher net loan charge-offs, partially offset by a lower overall reserve coverage. The provision for credit losses is also impacted by fluctuations in the firstprovision quarterfor ofunfunded 2026lending also included $8 million of expense associated with certain acquired Cadence loans that are not within the scope of ASU 2025-08, which Huntington adopted on October 1, 2025.commitments.

Noninterest income for the firstsecond quarter of 2026 was $682$785 million, an increase of $188$314 million, or 38%,67%, from the year-ago quarter, inclusive of the impact of the Cadence and Veritex acquisitions. Capital markets and advisory fees increased $65$56 million, or 97%,67%, primarily due to higher advisory fees,fees whichfrom includedthe legacy business and the impact of three strategic business units acquired from JanneyJanney, in Januaryaddition 2026.to higher syndication fees. Payments and cash management revenue increased $32$39 million, or 21%,24%, driven by higher cash management and interchange revenue. Customer deposit and loan fees increased $24 million, or 28%, primarily due to an increase in the volume of personal service charges. Wealth and asset management revenue increased $19 million, or 19%, primarily due to higher investment management and trust income. Other noninterest income increased $34 million largely due to the net impact of credit risk transfer transactions, an increase in bank owned life insurance income, and changes in valuation adjustments for strategic and other investments. In addition, the first quarter of 2026 included a $13 million gain from the sale of certain investment securities as part of ongoing portfolio positioning.

Noninterest expense in the firstsecond quarter of 2026 was $1.8 billion, an increase of $622$612 million, or 54%,51%, from the prioryear-ago year.quarter. Noninterest expense for the first six-month period of 2026 was $3.6 billion, an increase of $1.2 billion, or 53%, from the year-ago period. Noninterest expense for the second quarter of 2026 and for the first six-month period of 2026 included $263$152 million and $415 million, respectively, of acquisition-related expenses, as detailed in the following table. There were no acquisition-related expenses in the first quartersix months of 2025.

Excluding acquisition-related expenses, noninterest expense for the second quarter of 2026 was $1.7 billion, an increase of $460 million, or 38%, from the year-ago quarter, inclusive of the impact of the Cadence and Veritex acquisitions. Personnel costs increased $250 million, or 35%, primarily due to higher salary, benefit, and incentive compensation expense. Outside data processing and other services increased $53$70 million, or 31%,38%, primarily reflecting higher technology and data expense. Amortization of intangibles increased $30$43 million primarily due to the impact from the addition of core deposit intangibles from the acquisitions. Net occupancy increased $18$34 million, or 28%,63%, largely due to increases in lease and depreciation expense. Other noninterest expense increased $24$32 million, or 32%,36%, primarily due to an increased volume of expense activity driven by the impact of the acquisitions.

The net federal deferred tax asset was $1.1$1.3 billion,billion and the net state deferred tax asset was $118$129 million at MarchJune 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, 2026.2025.

At MarchJune 31,30, 2026, our loans and leases totaled $188.8$189.4 billion, representing a $39.2$39.8 billion, or 26%,27%, increase compared to $149.6 billion at December 31, 2025. The increase was driven by a combination of the Cadence acquisition and organic growth. As of the Cadence acquisition date, acquired loans totaled $36.9 billion, including $17.4 billion of commercial and industrial loans, $9.4 billion of commercial real estate loans, $131 million of lease financing loans, $8.2 billion of residential mortgage loans, $1.5 billion of home equity loans, and $264 million of other consumer loans.

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 MarchJune 31,30, 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.

(1)Amounts include $4.4$5.8 billion and $4.3 billion of auto dealer services loans at MarchJune 31,30, 2026 and December 31, 2025, respectively.