HUNTINGTON BANCSHARES DEP(HBANM) - 2025 Q2 - Quarterly Results

Huntington Bancshares Announces Acquisition of Veritex and Preliminary Q2 2025 Results Huntington Bancshares announces its strategic acquisition of Veritex Holdings, Inc. and provides preliminary strong financial results for the second quarter of 2025 Acquisition of Veritex Holdings, Inc. Huntington Bancshares will acquire Veritex Holdings, Inc. to expand its commercial banking presence and accelerate growth in the high-growth Texas markets - The acquisition is a strategic move to expand Huntington's presence in the dynamic Texas markets of Dallas/Fort Worth and Houston[3][4] Veritex Holdings, Inc. Key Metrics (as of March 31, 2025) | Metric | Value | | :--- | :--- | | Total Assets | ~$13 billion | | Total Loans | ~$9 billion | | Total Deposits | ~$11 billion | - Veritex Chairman, President, and CEO, Malcolm Holland, will join Huntington as Chairman of Texas in a non-executive capacity[4] - Huntington plans to maintain and invest in Veritex's network of over 30 branches and has committed an initial $10 million to philanthropic investments in Texas[5][7] - The transaction is expected to close in the early fourth quarter of 2025, pending regulatory approvals and customary closing conditions[8] Transaction Terms The acquisition is a $1.9 billion all-stock transaction, expected to be modestly accretive to Huntington's EPS and neutral to regulatory capital Transaction Details | Metric | Value | | :--- | :--- | | Transaction Type | 100% stock | | Exchange Ratio | 1.95 Huntington shares per Veritex share | | Implied Value per Share | $33.91 (based on HBAN's $17.39 close on 7/11/2025) | | Aggregate Transaction Value | $1.9 billion | - The transaction is expected to be modestly accretive to Huntington's EPS, neutral to regulatory capital, and slightly dilutive to tangible book value per share with a payback period of approximately one year[9] Preliminary Second Quarter 2025 Financial Highlights Huntington reported strong preliminary Q2 2025 financial results, with EPS of $0.34 and growth in net interest income, loans, and deposits, alongside excellent credit quality Huntington Preliminary Q2 2025 Financial Results | Metric | Q2 2025 | Change vs. Prior Quarter | Change vs. Year-Ago Quarter | | :--- | :--- | :--- | :--- | | EPS | $0.34 | Unchanged | +13% | | Net Interest Income | $1.5 billion | +3% | +12% | | Average Loans & Leases | $133.2 billion | +2% | +8% | | Average Deposits | $163.4 billion | +1% | +6% | | Net Charge-offs (% of avg. loans) | 0.20% | -6 bps | N/A | | Tangible Book Value per Share | $9.13 | +4% | +16% | - Q2 EPS of $0.34 included a $0.04 negative impact from a securities repositioning and other notable items[12] - The Allowance for Credit Losses (ACL) increased by $37 million from the prior quarter to $2.5 billion, representing 1.86% of total loans and leases[12] Tangible Book Value Per Share Reconciliation (Non-GAAP) | ($ in millions, except per share) | 2Q24 | 1Q25 | 2Q25 | | :--- | :--- | :--- | :--- | | 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 | Company Profiles Huntington Bancshares is a $210 billion regional bank, while Veritex Community Bank is a $13 billion Texas-based community bank focused on small to mid-size businesses - Huntington is a $210 billion asset regional bank holding company headquartered in Columbus, Ohio, with a comprehensive suite of banking and wealth management services[16] - Veritex is a mid-sized community bank with approximately $13 billion in assets, headquartered in Dallas, Texas, focusing on credit and depository services for small to mid-size businesses[17] Conference Call Information Huntington will host two conference calls in July 2025 to discuss the Veritex acquisition and preliminary 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] - A separate conference call to review Q2 2025 financial results will be held on Friday, July 18, 2025, at 9:00 a.m. Eastern Time[14] Legal Disclosures and Disclaimers This document contains forward-looking statements and advises investors to review forthcoming SEC filings, including the Form S-4, for comprehensive transaction details and disclosures - The document contains forward-looking statements regarding the transaction and future performance, which are subject to significant risks, assumptions, and uncertainties[19][20] - Huntington will file a Registration Statement on Form S-4 with the SEC, which will include a Proxy Statement for Veritex and a Prospectus for Huntington. Shareholders are urged to read these documents when they become available[22] - Directors and executive officers of both Huntington and Veritex may be considered participants in the proxy solicitation from Veritex shareholders. Their interests will be detailed in the proxy statement/prospectus[23]