Huntington Bancshares (HBAN) Risk Factor Changes

For more information on litigation risks, see Note 22 - “Commitments and Contingent Liabilities” to the Consolidated Financial Statements.

The Trump administration has sought to implement a regulatory reform agenda that is significantly different than that of the Biden administration.

The FASB, regulatory agencies, and other bodies that establish accounting standards periodically change the financial accounting and reporting standards governing the preparation of our financial statements.

Our financial, accounting, data processing, backup, or other operational or security systems and infrastructure may also fail to operate properly or become disabled or damaged as a result of a number of factors, inclu…

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

As cybersecurity and data privacy risks for banking organizations and the broader financial system have significantly increased in recent years, cybersecurity and data privacy issues have become the subject of increas…

Relative to acquisitions, we incur risks and challenges associated with the integration of employees, accounting systems, and technology platforms from acquired businesses and institutions in a timely and efficient ma…

We may, from time-to-time, consider using our existing liquidity position to opportunistically retire outstanding securities in privately negotiated or open market transactions.

The success of the Cadence Merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Huntington and Cadence.

The combined company may be unable to retain Huntington or Cadence personnel successfully.

Following the Cadence Merger, the size of the business of the combined company will increase significantly beyond the current size of either Huntington’s or Cadence’s business.

The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operations.

Prior to completion of the Cadence Merger on February 1, 2026, Huntington and Cadence operated independently.

The success of the Cadence Merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Huntington and Cadence.

Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence Merger.

We are expected to incur substantial costs in connection with the related integration of Cadence.

We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Cadence Merger Agreement.

We are expected to incur substantial costs related to the Cadence Merger and integration.

Damage to our reputation could significantly harm our business, including our competitive position and business prospects.

Bank regulations regarding capital and liquidity, including the CCAR assessment process and the U.S.

We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.

We operate in a highly competitive industry which depends on our ability to successfully execute our strategic plan and adapt our products and services to evolving industry standards and consumer preferences.

As cybersecurity and data privacy risks for banking organizations and the broader financial system have significantly increased in recent years, cybersecurity and data privacy issues have become the subject of increas…

Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.

Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could cause us material financial loss.

The resolution of significant pending litigation, if unfavorable, could have an adverse effect on our results of operations for a particular period.

Legislative and regulatory actions taken now or in the future that impact the financial industry may materially adversely affect us by increasing our costs, adding complexity in doing business, impeding the efficiency…

We operate in a highly regulated industry, and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or ou…

We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.

Climate change manifesting as physical or transition risks could adversely affect our operations, businesses, and customers.

Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.

Changes in accounting policies, standards, and interpretations could affect how we report our financial condition and results of operations.

We rely on third parties to provide key components of our business infrastructure.

We rely on quantitative models to measure risks and to estimate certain financial values.

Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results or prevent fraud, resulting in loss of investor confidence and ad…

After closing, the success of an acquisition is partially dependent on our ability to retain and expand upon the acquired company’s customer base.

•Enterprise risk management systems, policies, and procedures may be different and less mature than those of Huntington, and our necessary reliance on those for a period of time may limit our ability to identify, moni…

•Models used by an acquiree, such as for capital planning and credit loss accounting, may be designed or implemented in a manner different than at Huntington, and our necessary reliance on these for a period of time,…

•Operational and compliance issues at an acquiree may not be fully identified or remediated until after the acquisition closes, potentially resulting in increased costs or penalties.

•The results of litigation and governmental investigations that may be pending at the time of the acquisition or that may be filed or commenced thereafter, because of an acquisition or otherwise, which are often hard…

•If the acquisition involves entering into new businesses or geographic or other markets, potential limitations on our ability to take advantage of those opportunities because of our inexperience with respect to them.

•If the acquisition includes loan portfolios, the extent of actual credit losses and the required allowance for credit losses following completion of the acquisition.

•If a significant aspect of the value of the transaction is intellectual property, the extent to which the intellectual property may be utilized or protected and commercialized by Huntington.

Acquisitions have their own risks that could impact the success of an acquisition and its integration into Huntington, such as:

Acquisitions of other companies or of financial assets, deposits, and other liabilities present risks and uncertainties to us, in addition to those presented by the nature of the business acquired, which may materiall…

We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.

We face significant operational risks which could lead to financial loss, expensive litigation, and loss of confidence by our customers, regulators, and capital markets.

We face risks from cyber-attacks and other information or security breaches, including denial of service attacks, hacking, social engineering attacks targeting our colleagues, contractors, and customers, malware intru…

Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our operations, liquidity, and financial condition, as…

Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.

A reduction in our credit rating could adversely affect our access to capital and could increase our cost of funds.

If we lose access to capital markets, we may not be able to meet the cash flow requirements of our depositors, creditors, and borrowers, or have the operating cash needed to fund corporate expansion and other corporat…

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

Changes in Huntington’s financial condition or in the general banking industry, or changes in interest rates, could result in a loss of depositor confidence.

Industry competition may have an adverse effect on our success.

Inflation could negatively impact our business, our profitability, and our stock price.

Changes in interest rates could reduce our net interest income, reduce transactional income, and negatively impact the value of our loans, securities, and other assets.

At December 31, 2025, 60% of our loan portfolio was comprised of loans in our commercial loan portfolio, which includes commercial and industrial loans, commercial real estate loans, and lease financing.

Our emphasis on commercial lending may expose us to increased lending risks.

Weakness in economic conditions could adversely affect our business.

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

•The combined company may be unable to retain Huntington or Cadence personnel successfully.

•The future results of the combined company following the Cadence Merger may suffer if the combined company does not effectively manage its expanded operations.

•Combining Huntington and Cadence may be more difficult, costly or time consuming than expected and Huntington and Cadence may fail to realize the anticipated benefits of the Cadence Merger.

•We are expected to incur substantial costs related to the Cadence Merger and integration.

•We grow our business in part by acquiring, from time to time, other financial services businesses and businesses with technologies or other assets valuable to us.

•Our emphasis on commercial lending may expose us to increased lending risks.

The following is a summary of material risks that could adversely affect Huntington’s business, financial condition, results of operation, or business.