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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Veritex Acquisition On October 20, 2025, Huntington completed the acquisition of Veritex Holdings, Inc. (“Veritex”), a bank holding company headquartered in Dallas, Texas, pursuant to the Agreement and Plan of Merger dated July 13, 2025 (“Veritex Merger Agreement”). Upon completion of the acquisition, Veritex merged with and into Huntington, with Huntington as the surviving company, immediately followed by the merger of Veritex’s wholly owned subsidiary bank, Veritex Community Bank, with and into Huntington’s wholly owned subsidiary bank, Huntington National Bank, with Huntington National Bank as the surviving bank. Under the terms of the Veritex Merger Agreement, Huntington issued 1.95 shares of its common stock for each outstanding share of Veritex common stock (“Veritex Merger Consideration”), in a 100% stock transaction, with cash paid in lieu of fractional shares. In addition, each holder of an outstanding Veritex stock option received cash equal to the per-share value of the Veritex Merger Consideration over the per-share exercise price, while any Veritex stock option with a per-share exercise price that was equal to or greater than the per share value of the Merger Consideration was cancelled for no consideration, and each outstanding restricted stock unit representing a right to receive Veritex common stock was converted into a restricted stock unit representing a right to receive Huntington’s common stock as adjusted by the 1.95 exchange ratio. Upon completion of the merger, Huntington issued 107 million shares of its common stock to Veritex shareholders of record as of the merger date, in addition to 1 million shares issued upon the conversion of certain Veritex equity awards, resulting in total consideration from the transaction of $1.7 billion based on the closing price of the Company’s common stock on October 17, 2025. The acquisition of Veritex constituted a business combination in accordance with ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the assets and liabilities from Veritex are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. As of June 30, 2026, management completed its review of information related to events or circumstances existing as of the acquisition date. Allocation of Purchase Consideration The following table provides the allocation of the purchase consideration to the assets acquired and liabilities assumed from Veritex as of October 20, 2025.
In connection with the Veritex acquisition, Huntington recorded goodwill of $450 million, none of which is anticipated to be deductible for tax purposes. The goodwill is primarily attributable to expected synergies, operational efficiencies, and other factors to arise from the transaction. See Note 8 - “Goodwill and Other Intangible Assets” to the Consolidated Financial Statements appearing in Huntington’s 2025 Annual Report on Form 10-K for information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets. See Note 3 - “Business Combinations” to the Consolidated Financial Statements appearing in Huntington’s 2025 Annual Report on Form 10-K for descriptions of the methods used to determine the fair values of significant assets acquired and liabilities assumed in the Veritex acquisition. Cadence Acquisition On February 1, 2026, Huntington completed the acquisition of Cadence Bank (“Cadence”), a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, pursuant to an agreement by and among Huntington, Huntington National Bank, and Cadence, whereby Cadence merged with and into Huntington National Bank, with Huntington National Bank as the surviving bank (“Cadence Merger Agreement”). Under the terms of the Cadence Merger Agreement, Huntington issued 2.475 shares of common stock for each outstanding common share of Cadence in a 100% stock transaction, with cash paid in lieu of fractional shares. In addition, each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence was converted into the right to receive one depositary share representing 1/1000 of a share of a newly created 5.50% Series L Non-Cumulative Perpetual Preferred Stock of Huntington. Upon completion of the merger, Huntington issued 462 million shares of its common stock to Cadence shareholders of record as of the merger date, in addition to the conversion of certain Cadence equity awards into Huntington equity awards and the issuance of the depositary shares representing the newly created Series L Preferred Stock, resulting in total consideration from the transaction of $8.3 billion based on the closing price of the Company’s common stock on January 30, 2026. The acquisition of Cadence constituted a business combination in accordance with ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the assets and liabilities from Cadence are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. The purchase consideration allocation is considered preliminary as certain estimates related to the assets acquired and liabilities assumed are subject to continuing refinement. Valuations subject to refinement include, but are not limited to, loans, certain other assets, and the core deposit intangible asset. Preliminary Allocation of Purchase Consideration The following table provides the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed from Cadence as of February 1, 2026.
In connection with the Cadence acquisition, Huntington recorded preliminary goodwill of $3.5 billion, none of which is anticipated to be deductible for tax purposes. The preliminary goodwill is primarily attributable to expected synergies, operational efficiencies, and other factors to arise from the transaction. Information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts of core deposit and other intangible assets, are provided in Note 8 - “Goodwill and Other Intangible Assets” of the Notes to Unaudited Consolidated Financial Statements. The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed. Cash and due from banks and interest-earning deposits with banks: The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets. Securities: Fair values for securities were based on quoted market prices or recent transactions, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market. In the absence of observable inputs, fair value was estimated based on pricing models and/or discounted cash flow methodologies. Loans and leases: Fair values for loans and leases were based on a discounted cash flow methodology that considered factors including the type of loan and lease and related collateral, classification status, fixed or variable interest rate, term, amortization status and current discount rates. Loans and leases were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans and leases were based on current market rates for new originations of comparable loans and leases and include adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows. Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ALLL on the date of acquisition using the same methodology as other loans and leases held-for-investment. In addition, Huntington adopted ASU 2025-08 in the fourth quarter of 2025. Accordingly, the initial estimate of expected credit losses recognized in the ALLL included both PCD and non-PCD loans which were deemed purchased seasoned loans. The following table includes the fair value and unpaid principal balance of the acquired loans and leases.
CDI: Huntington recorded a CDI of $855 million as of the acquisition date, which represents the low cost of funding that acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are expected to be received. Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. The fair values for time deposits were estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits. Pro Forma Financial Information (Unaudited) Huntington's operating results for the three and six months ended June 30, 2026 include the operating results of the acquired assets and assumed liabilities of Veritex subsequent to the acquisition on October 20, 2025 and Cadence subsequent to the acquisition on February 1, 2026. Due to the streamlining and integration of certain operating activities into those of Huntington post-acquisition, historical reporting for the former Veritex and Cadence operations is impracticable, and thus disclosures of the revenue from the assets acquired and income before income taxes are impracticable for the periods subsequent to the acquisitions. The following table presents unaudited pro forma combined information as if the acquisitions of Veritex and Cadence had occurred on January 1, 2025 under the “Unaudited Pro Forma Combined Results” columns. The pro forma adjustments give effect to any change in interest income due to the accretion of the net discount associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustments to acquired interest-bearing deposits and long-term debt, and the amortization of the CDI that would have resulted had the deposits been acquired as of January 1, 2025. Pro forma combined results for the three and six months ended June 30, 2026 include $152 million and $473 million, respectively, of acquisition-related expenses attributable to the acquisitions, which primarily included, but were not limited to, severance costs, professional services, and data processing fees. Pro forma combined results also include adjustments for the elimination of Veritex’s and Cadence’s intangible amortization expense and Cadence’s interest income and interest expense related to premium amortization/ discount accretion from prior acquisitions, and the related income tax effects. The pro forma information does not necessarily reflect the results of operations that would have occurred had Huntington acquired Veritex and Cadence on January 1, 2025. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma combined amounts.
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