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]

Summary of Huntington Bank's Conference Call Company Overview - **Company**: Huntington Bank - **Industry**: Banking and Financial Services Key Points and Arguments Strategic Vision and Goals - Huntington aims to be the leading customer-centered bank in the U.S. by focusing on expertise and customer relationships, which will drive customer acquisition and deepen primary bank relationships [6][7] Financial Performance - In the second quarter, Huntington reported cumulative loan growth of 7.3%, outperforming the peer median by over eight percentage points [8] - Loan balances increased by approximately $2 billion, driven by middle market commercial and industrial, indirect auto, and residential mortgage sectors [9] - The deposit base grew by approximately $1.8 billion in the same quarter, with efforts to reduce deposit costs enhancing net interest margin (NIM) [9] NIM and Revenue Expectations - NIM is expected to trend 2 to 3 basis points higher than previous expectations of 307 basis points for the second quarter and the remainder of the year [10] - Fee income grew about 6% year-over-year, with expectations to sustain this growth in the second quarter [11] Risk Management - Huntington maintains a moderate to low risk appetite, with strong credit performance and a disciplined approach to client selection and portfolio management [7][13] - Expected charge-offs for Q2 are near the first quarter level of 26 basis points, with a focus on monitoring portfolios amid macroeconomic uncertainties [14][60] Growth Opportunities - Huntington is optimistic about growth in new geographic markets, particularly in North and South Carolina and Texas, as well as in specialty commercial verticals [15][16] - The bank has successfully hired experienced bankers in new markets, enhancing its local presence and capabilities [17] Capital Management - Huntington generates approximately 40 basis points of capital each quarter, with plans to maintain an adjusted CET1 ratio in the range of 9% to 10% by mid-year [20][50] - The bank has tactically restructured its securities portfolio, selling corporate bonds to reinvest in higher-yielding securities, which is expected to benefit NIM and ROTCE [21][47] Expense Management - Huntington targets a 1% reduction in baseline operating costs annually, focusing on process reengineering and automation to drive positive operating leverage [41][43] Credit Quality - The bank expects stable credit performance with no significant changes in early-stage delinquencies, supported by a solid credit reserve of 1.87% [60] Regulatory Environment - Huntington is encouraged by the potential for tailored regulations for banks of its size, which could lead to a more prudent regulatory environment [66] Additional Important Insights - The bank's approach to risk management has evolved to include more automation and process-focused capabilities, enhancing its ability to respond to market changes [61][62] - Huntington's competitive advantage in fee-based businesses stems from its strong customer relationships and execution capabilities rather than just product differentiation [53][54] This summary encapsulates the key insights from Huntington Bank's conference call, highlighting its strategic direction, financial performance, risk management practices, and growth opportunities.