Core Viewpoint - Huntington Bancshares Incorporated (HBAN) is expected to report an increase in quarterly revenues and earnings year over year for the second quarter of 2025, with earnings anticipated to be stable compared to the previous quarter [1][3]. Financial Performance - The bank recorded an earnings surprise of 9.7% in the last reported quarter, driven by improvements in fee income and net interest income (NII), although non-interest expenses increased [1][2]. - Preliminary results indicate earnings of 34 cents per share, reflecting a 13.3% rise from the year-ago figure, despite a 2.9% decline in the Zacks Consensus Estimate over the past week [3][10]. - Revenues for the quarter are projected to be $1.95 billion, slightly below the consensus estimate of $1.99 billion, but still representing a year-over-year increase of 9.6% [4][10]. Key Factors Influencing Performance - NII is expected to grow to $1.5 billion, a 3% increase from the prior quarter, supported by steady loan demand and interest rates remaining unchanged by the Federal Reserve [5][10]. - The average total earnings assets are estimated to rise by 1.5% to $191.1 billion, reflecting strong demand for commercial and industrial loans [6]. - Mortgage banking income is projected to increase by 9.5% to $34 million, aided by stable refinancing activities despite fluctuating mortgage rates [7][8]. Non-Interest Income and Expenses - Total non-interest income is expected to decline by 5.4% to $520.6 million, influenced by rising expenses and credit loss reserves [10][12]. - Higher expenses are anticipated due to increased costs from data processing, marketing, and expansion efforts in commercial banking [13][14]. Asset Quality - The bank has increased its allowance for credit losses by $37 million to $2.5 billion, reflecting concerns over potential delinquent loans amid economic uncertainties [14]. - The Zacks Consensus Estimate for total non-accrual loans indicates a 3.5% increase from the prior quarter, suggesting a cautious approach to asset quality [15]. Earnings Expectations - The chances of HBAN beating earnings estimates are considered low due to a negative Earnings ESP of -2.42% [16]. - The company currently holds a Zacks Rank of 2 (Buy), indicating a favorable outlook compared to other stocks [17].

Merger and Expansion - Huntington Bank is acquiring Veritex, a Texas-based regional bank, in an all-stock deal valued at just under $2 billion [1] - The acquisition helps Huntington Bank expand in Texas, a market where it was already growing aggressively [2][4] - Huntington Bank aims to target higher growth, pro-business states, including North and South Carolina, where it has already seen success [11][22] Financial Performance and Outlook - Huntington Bank pre-announced solid second-quarter earnings, with better-than-expected net interest income and strong credit quality metrics [2][3] - Huntington Bank had a sensational quarter with a 16% beat, driven by revenue expansion, net interest income growth of 3%, and capital growth [13] - Huntington Bank experienced loan growth of 8% on average over the past year [21] - Huntington Bank's credit quality is outstanding, with charge-offs at 20 basis points [13] Economic Factors and Regulatory Environment - The banking sector is benefiting from a more constructive overall business tone, facilitating deal-making [10] - Accelerated depreciation provisions in the "big beautiful bill" (likely referring to tax legislation) are expected to boost onshore manufacturing and economic activity [19][20] - While uncertainties related to tariffs exist, the core economy is performing well, as reflected in credit quality and loan growth [23][24]

Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations related to the proposed acquisition of Veritex Holdings, Inc. by Huntington Bancshares Incorporated, which is valued at approximately $1.9 billion [1]. Group 1: Acquisition Details - The proposed acquisition involves stockholders of Veritex Holdings receiving 1.95 shares of Huntington Bancshares common stock for each share of Veritex Holdings stock they hold [1]. - The transaction is expected to close in the fourth quarter of 2025 [1]. Group 2: Legal Investigation - Rowley Law PLLC is representing shareholders in the investigation concerning the acquisition and potential securities law violations by Veritex Holdings and its board of directors [1]. - Additional information regarding the investigation can be obtained by contacting Rowley Law PLLC [2].

Mergers and Acquisitions - Huntington agreed to acquire Veritex for $1.9 billion in an all-stock transaction [1] Geographic Expansion - Veritex operates more than 30 bank branches in Texas [1]

2Q25 Preliminary Results - Revenue (FTE) reached $1,954 million, a 7.6% year-over-year increase[9] - EPS was $0.34, up 13.3% year-over-year[9] - Average loans amounted to $133.2 billion, reflecting a 7.9% increase[9] - Average deposits totaled $163.4 billion, showing a 6.4% increase[9] - Tangible book value per share (TBVPS) stood at $9.13, a 15.7% increase[9] Strategic Partnership with Veritex - Huntington is partnering with Veritex to accelerate organic growth in Texas[9, 10] - The transaction value is $1.9 billion[27] - Veritex has $12.6 billion in assets[21] - Veritex has $9 billion in loans and $11 billion in deposits[21, 24] - Veritex has 31 branches located in DFW & Houston[21]

[Acquisition of Veritex by Huntington Bancshares](index=1&type=section&id=Huntington%20Bancshares%20Incorporated%20Announces%20Acquisition%20of%20Veritex) Huntington Bancshares is acquiring Veritex to expand its presence in Texas through an all-stock transaction valued at approximately $1.9 billion, expected to close in early Q4 2025 [Strategic Rationale](index=2&type=section&id=Strategic%20Rationale) Huntington aims to accelerate growth in Texas by acquiring Veritex, leveraging its strong local relationships and established commercial banking franchise - The acquisition is designed to accelerate Huntington's growth in Texas, one of the fastest-growing economies in the U.S., by expanding its presence in Dallas/Fort Worth and Houston[3](index=3&type=chunk)[4](index=4&type=chunk) - As of March 31, 2025, Veritex reported approximately **$13 billion in assets**, **$9 billion in loans**, and **$11 billion in deposits**[3](index=3&type=chunk) - Huntington plans to maintain and invest in Veritex's network of over 30 branches. Veritex Chairman, President, and CEO, Malcolm Holland, will join Huntington as Chairman of Texas[4](index=4&type=chunk)[5](index=5&type=chunk) - To continue Veritex's community support, Huntington is initially funding **$10 million** for philanthropic investments in Texas[7](index=7&type=chunk) [Transaction Terms](index=3&type=section&id=Transaction%20Terms) The all-stock acquisition of Veritex is valued at approximately $1.9 billion, expected to close in early Q4 2025, and is projected to be modestly accretive to Huntington's EPS Transaction Details | Metric | Value | | :--- | :--- | | Transaction Type | 100% stock transaction | | Exchange Ratio | 1.95 Huntington shares per Veritex share | | Implied Value per Share | $33.91 (as of July 11, 2025) | | Aggregate Transaction Value | $1.9 billion | | Expected Closing | Early Q4 2025 | - The transaction is expected to be modestly accretive to Huntington's earnings per share[9](index=9&type=chunk) - The deal is projected to be neutral to regulatory capital at closing and slightly dilutive to tangible book value per share, with a payback period of approximately one year[9](index=9&type=chunk) [Preliminary Second Quarter 2025 Financial Results](index=3&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Huntington reported strong preliminary Q2 2025 results with EPS of $0.34, robust growth in net interest income, loans, and deposits, and excellent credit quality Key Financial Highlights | Financial Metric | Q2 2025 | Change from Prior Quarter | Change from Year-Ago Quarter | | :--- | :--- | :--- | :--- | | **Earnings per Common Share (EPS)** | **$0.34** | Unchanged | **+13%** | | Net Interest Income | $1.5 billion | +$41 million (+3%) | +$155 million (+12%) | | Average Loans and Leases | $133.2 billion | +$2.3 billion (+2%) | +$9.8 billion (+8%) | | Average Deposits | $163.4 billion | +$1.8 billion (+1%) | +$9.9 billion (+6%) | | Net Charge-offs (% of avg. loans) | 0.20% | -6 bps | N/A | | Allowance for Credit Losses (ACL) | $2.5 billion | +$37 million | N/A | | Tangible Book Value per Share | $9.13 | +$0.33 (+4%) | +$1.24 (+16%) | - EPS for the quarter included a **$0.04 negative impact** from a **$58 million decrease** in earnings due to a securities repositioning and **$3 million** from other Notable Items[12](index=12&type=chunk) [Company & Event Information](index=4&type=section&id=Company%20%26%20Event%20Information) This section provides profiles of Huntington and Veritex, along with details for upcoming conference calls regarding the acquisition and Q2 2025 financial results [Company Profiles](index=4&type=section&id=About%20Huntington%20%26%20Veritex) Huntington is a $210 billion regional bank operating across 13 states, while Veritex is a $13 billion community bank focused on Texas markets - Huntington is a **$210 billion asset** regional bank holding company headquartered in Columbus, Ohio, with 968 branches in 13 states[16](index=16&type=chunk) - Veritex is a community bank with approximately **$13 billion in assets**, headquartered in Dallas, Texas, and serving customers in Houston, Fort Worth, and Dallas[17](index=17&type=chunk) [Conference Call Information](index=4&type=section&id=Teleconference%2F%20Webcast%20Information) Huntington will host separate conference calls on July 14, 2025, for the Veritex acquisition and July 18, 2025, for Q2 2025 financial results - A conference call to discuss the acquisition will be held on Monday, July 14, 2025, at 8:30 a.m. Eastern Time[13](index=13&type=chunk) - A conference call to review Q2 2025 financial results will be held on Friday, July 18, 2025, at 9:00 a.m. Eastern Time[14](index=14&type=chunk) [Disclosures & Legal Information](index=5&type=section&id=Disclosures%20%26%20Legal%20Information) This section provides non-GAAP financial reconciliation, forward-looking statement warnings, and important additional information regarding the transaction [Non-GAAP Reconciliation](index=5&type=section&id=Non-GAAP%20Recognition) This section provides a non-GAAP reconciliation of Tangible Book Value per share, showing its calculation and consistent increase across recent quarters Tangible Book Value per Share Reconciliation | ($ in millions, except per share) | 2Q24 | 1Q25 | 2Q25 | | :--- | :--- | :--- | :--- | | Common shareholders' equity | $17,121 | $18,445 | $18,939 | | Less: goodwill | $5,561 | $5,561 | $5,561 | | Less: other intangible assets, net of tax | $94 | $67 | $58 | | **Tangible common equity (A)** | **$11,466** | **$12,817** | **$13,320** | | Number of common shares outstanding (B) | 1,452 | 1,457 | 1,459 | | **Tangible book value per share (A/B)** | **$7.89** | **$8.80** | **$9.13** | [Forward-Looking Statements](index=5&type=section&id=CAUTION%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that forward-looking statements regarding the transaction and future performance are subject to significant risks and uncertainties, which could cause actual results to differ materially - The communication contains forward-looking statements about the plans, expectations, and benefits of the proposed transaction, which are subject to risks and uncertainties[19](index=19&type=chunk) - Key risks that could cause actual results to differ include: changes in economic conditions, interest rate policies, regulatory reviews of bank mergers, failure to obtain necessary approvals, and potential difficulties in integrating the two companies[20](index=20&type=chunk) - Neither Huntington nor Veritex is obligated to update forward-looking statements to reflect future events or new information[21](index=21&type=chunk) [Important Additional Information & Participants in Solicitation](index=7&type=section&id=IMPORTANT%20ADDITIONAL%20INFORMATION) This section advises investors that Huntington will file a Form S-4 Registration Statement with the SEC, including a Proxy Statement/Prospectus, urging shareholders to review these important transaction documents - Huntington will file a Form S-4 Registration Statement with the SEC that includes a Proxy Statement for Veritex and a Prospectus for Huntington[22](index=22&type=chunk) - Investors and shareholders of Veritex are urged to read the registration and proxy statement/prospectus when available because they will contain important information[22](index=22&type=chunk) - Directors and executive officers of Huntington and Veritex may be deemed participants in the solicitation of proxies from Veritex shareholders. Their interests will be described in the proxy statement/prospectus[23](index=23&type=chunk)

Core Viewpoint - The strategic acquisition of Veritex by Huntington is aimed at enhancing Huntington's growth in Texas, particularly in the Dallas/Fort Worth and Houston markets, leveraging Veritex's established local presence and customer relationships [1][2]. Company Overview - Huntington Bancshares is a regional bank holding company with approximately $210 billion in assets, providing a wide range of banking and financial services [13]. - Veritex Community Bank, headquartered in Dallas, has around $13 billion in assets and operates over 30 branches in key Texas markets [14]. Transaction Details - Huntington will acquire Veritex in a 100% stock transaction, issuing 1.95 shares of Huntington for each outstanding share of Veritex, valuing the transaction at approximately $1.9 billion based on Huntington's stock price of $17.39 as of July 11, 2025 [7]. - The transaction is expected to close in early Q4 2025, pending regulatory approvals [6]. Financial Implications - The acquisition is projected to be modestly accretive to Huntington's earnings per share and neutral to regulatory capital at close, with a slight dilution to tangible book value per share [7]. - Huntington's second quarter 2025 earnings per share is expected to be $0.34, reflecting a 13% increase year-over-year [8]. Strategic Goals - The acquisition aligns with Huntington's long-term commitment to Texas, a rapidly growing economy, and aims to enhance its commercial banking capabilities in the region [2][5]. - Huntington plans to maintain and invest in Veritex's branch network to support future growth [3]. Community Engagement - Huntington is committed to continuing Veritex's legacy of community support, with an initial philanthropic investment of $10 million in Texas [5].

Core Viewpoint - Huntington Bancshares Incorporated is set to release its second quarter 2025 financial results on July 18, 2025, prior to market opening, with a conference call scheduled for 9 a.m. ET to discuss the results [1][2]. Company Overview - Huntington Bancshares Incorporated is a regional bank holding company with $210 billion in assets, headquartered in Columbus, Ohio, and operates 968 branches across 13 states [4]. - The company provides a wide range of financial services including banking, payments, wealth management, and risk management to various clients including consumers, small and middle-market businesses, and municipalities [4].

Financial Performance - Huntington's total assets reached $183 billion in 2024[25] - Total deposits amounted to $148 billion in 2024[27] - Total loans reached $120 billion in 2024[29] - Pre-Provision Net Revenue (PPNR) was $2.9 billion in 2024[31] - Return on Tangible Common Equity (ROTCE) was 15.7% in 2024[33] - Adjusted ROTCE was 16% in 2024[33] - The company's Net Charge-off Ratio was 0.30% in FY2024[44] - The company's Allowance for Credit Losses (ACL) was 1.88%[44] Growth & Strategy - Consumer and Business Primary Banking Relationships (PBRs) grew 2% and 3% year-over-year respectively[22] - Adjusted noninterest income increased by 10% year-over-year, reaching $2080 million[40]

Financial Performance & Growth - Huntington National Bank is delivering on organic growth strategies with a diversified customer base[8] - The bank is driving robust profit growth through expanded net interest margin, higher fee revenues, and efficient expense management[8] - The company has a cumulative growth rate of average loans and average deposits[11] - The bank's earnings growth supports capital priorities[29] - The company has a +13% Year-over-Year adjusted CET1 Ratio[32] Asset Quality & Risk Management - The bank is achieving strong credit performance through disciplined client selection and rigorous portfolio management[8] - The bank has a top-tier asset quality and reserve profile[17] - Consumer loans account for 43% of total loans, while commercial loans account for 57%[17, 18] Strategic Initiatives - The company is driving growth via share gains and executional outperformance[26] - The bank is building on a position of strength with national expertise[25] - The management focus is on driving value through accelerated Tangible Book Value (TBV) accretion and expanding long-term returns[37]