On behalf of the board of directors of Veritex Holdings, Inc. (“Veritex”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the merger of Veritex with and into Huntington Bancshares Incorporated (“Huntington”). We are requesting that you take certain actions as a holder of shares of common stock of Veritex, par value $0.01 per share (“Veritex common stock”) (a “Veritex shareholder”).

The boards of directors of Veritex and Huntington have each approved, by the unanimous vote of the directors present, an Agreement and Plan of Merger, dated as of July 13, 2025, by and between Veritex and Huntington (as amended from time to time, the “merger agreement”), pursuant to which Veritex will merge with and into Huntington (the “merger”), with Huntington as the surviving corporation.

In the merger, holders of Veritex common stock will receive 1.95 shares (the “exchange ratio” and such shares, the “merger consideration”) of Huntington common stock, par value $0.01 per share (“Huntington common stock”), for each share of Veritex common stock they own. Based on the closing price of Huntington common stock on the Nasdaq Global Select Market (the “NASDAQ”) on July 11, 2025, the last trading day before public announcement of the merger, of $17.39, the exchange ratio represented approximately $33.91 in value for each share of Veritex common stock. Based on the closing price of Huntington common stock on the NASDAQ on August 14, 2025, the last practicable trading day before the date of this proxy statement/prospectus, of $16.81, the exchange ratio represented approximately $32.78 in value for each share of Veritex common stock. The value of the Huntington common stock at the time of completion of the merger could be greater than, less than or the same as the value of Huntington common stock on the date of this proxy statement/prospectus. We urge you to obtain current market quotations of Huntington common stock (trading symbol “HBAN”) and Veritex common stock (trading symbol “VBTX”).

The merger is intended to qualify as a “reorganization” for U.S. federal income tax purposes. Accordingly, U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences of the Merger”) of Veritex common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Veritex common stock for Huntington common stock in the merger, except with respect to any cash received instead of fractional shares of common stock of the combined company. For more information regarding the tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

Based on the number of shares of Veritex common stock outstanding as of August 11, 2025, Huntington expects to issue approximately 106,820,257 million shares of Huntington common stock to holders of Veritex common stock (in the aggregate) in the merger. Based on the number of shares of Veritex common stock outstanding as of August 11, 2025 and the number of shares of Huntington common stock outstanding as of August 11, 2025, we estimate that, following the completion of the merger, former holders of Veritex common stock will own approximately 7% of the combined company and existing Huntington shareholders will own approximately 93% of the combined company.

Veritex will hold a special meeting of Veritex shareholders (the “Veritex special meeting”) in connection with the merger. At the Veritex special meeting, in addition to other business, Veritex will ask Veritex shareholders to approve the merger agreement (the “merger proposal”). Information about the Veritex special meeting and the merger is contained in the accompanying proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 16. We urge you to read this document carefully and in its entirety. You can also obtain information about Veritex and Huntington from documents that have been filed with the U.S. Securities and Exchange Commission (the “SEC”) that are incorporated into the accompanying proxy statement/prospectus by reference.

The Veritex special meeting will be held solely by means of remote communication on September 22, 2025 at https://edge.media-server.com/mmc/p/efwxy7os at 10:00 a.m., Central Time. Whether or not you plan to attend the Veritex special meeting, please vote as soon as possible to make sure that your shares are represented at the Veritex special meeting.

The Veritex board of directors unanimously recommends that holders of Veritex common stock vote “FOR” each of the proposals to be considered at the Veritex special meeting. We strongly support this combination of our companies and join the Veritex board of directors in their recommendation.

Neither the SEC nor any state securities regulator has approved or disapproved the merger, including the issuance of Huntington common stock to be issued in connection with the merger, or the other transactions described in this proxy statement/prospectus, or determined if the accompanying proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Huntington common stock are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or by any other U.S. federal or state governmental agency.

The accompanying proxy statement/prospectus is dated August 15, 2025, and is first being mailed to Veritex shareholders on or about August 18, 2025.

This proxy statement/prospectus incorporates important business and financial information about Huntington and Veritex from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:

For Huntington documents incorporated by reference:

For Veritex documents incorporated by reference:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Veritex common stock requesting documents must do so by September 15, 2025, in order to receive them before the Veritex special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated August 15, 2025, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to holders of Veritex common stock nor the issuance by Huntington of shares of Huntington common stock in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Veritex has been provided by Veritex and information contained in, or incorporated by reference into, this document regarding Huntington has been provided by Huntington.

See the section entitled “Where You Can Find More Information” beginning on page 110 of this proxy statement/prospectus for further information.

On July 13, 2025, Veritex Holdings, Inc. (“Veritex”) and Huntington Bancshares Incorporated (“Huntington”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus of which this notice is a part, pursuant to which Veritex will merge with and into Huntington (the “merger”).

NOTICE IS HEREBY GIVEN that a special meeting of holders of Veritex common stock (the “Veritex special meeting”) will be held solely by means of remote communication on September 22, 2025 at 10:00 a.m., Central Time (unless it is adjourned or postponed to a later date). The Veritex special meeting will be held exclusively online via webcast. You will be able to attend the Veritex special meeting by visiting https://edge.media-server.com/mmc/p/efwxy7os (the “Veritex special meeting website”) and using the control number included in your proxy card or the voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares of Veritex common stock in “street name.” You will be able to vote your shares electronically over the Internet and submit questions online during the meeting by logging in to the Veritex special meeting website and using the control number. We are pleased to notify you of, and invite you to, the Veritex special meeting.

At the Veritex special meeting, you will be asked to consider and vote on the following matters:

The Veritex board of directors has fixed the close of business on August 11, 2025 as the record date for the Veritex special meeting. Only holders of record of Veritex common stock as of the close of business on the record date for the Veritex special meeting are entitled to notice of, and to vote at, the Veritex special meeting or any adjournment or postponement thereof.

The Veritex board of directors unanimously recommends that holders of Veritex common stock vote “FOR” the Veritex merger proposal, “FOR” the Veritex compensation proposal and “FOR” the Veritex adjournment proposal.

If you have any questions regarding the accompanying proxy statement/prospectus or need assistance with voting, you may contact Okapi Partners LLC, Veritex’s proxy solicitor, by calling toll-free at (844) 202-7428, or for banks and brokers, collect at (212) 297-0720.

Veritex has determined that holders of Veritex common stock are not entitled to appraisal or dissenters’ rights with respect to the proposed merger under Section 10.354 of the Texas Business Organizations Code.

Your vote is important, regardless of the number of shares you own. We cannot complete the transactions contemplated by the merger agreement unless the holders of Veritex common stock approve the Veritex merger proposal. The affirmative vote of the holders of a majority of the outstanding shares of Veritex common stock entitled to vote thereon at the Veritex special meeting is required to approve the Veritex merger proposal.

Each copy of the proxy statement/prospectus mailed to Veritex shareholders is accompanied by a form of proxy card with instructions for voting.

Whether or not you plan to attend the Veritex special meeting virtually, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger agreement, the transactions contemplated thereby, including the merger, and the other matters to be considered at the Veritex special meeting. A summary of the merger agreement is included in the proxy statement/prospectus in the sections entitled “The Merger” and “The Merger Agreement”, and a copy of the merger agreement is attached as Annex A to the proxy statement/prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

The following are some questions that you may have about the merger and the Veritex special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the Veritex special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 110.

In this proxy statement/prospectus, unless the context otherwise requires:

An investment by Veritex’s shareholders in Huntington common stock as a result of the exchange of shares of Huntington common stock for shares of Veritex common stock in the merger involves certain risks. Certain material risks and uncertainties connected with the merger agreement and transactions contemplated thereby, including the merger and bank merger, and ownership of Huntington common stock are discussed below. In addition, Huntington and Veritex discuss certain other material risks connected with the ownership of Huntington common stock and with Huntington’s business, and with the ownership of Veritex common stock and Veritex’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that each has filed with the SEC or may file with the SEC after the date of this proxy statement/prospectus, each of which reports is or will be incorporated by reference in this proxy statement/prospectus.

Holders of Veritex common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the Veritex special meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Huntington common stock that you, as an existing Huntington shareholder, currently hold or that you, as an existing holder of Veritex common stock, will hold upon consummation of the merger, and could result in a significant decline in the value of Huntington common stock and cause the current holders of Huntington common stock and/or the holders of Veritex common stock to lose all or part of the value of their respective investments in Huntington common stock.

In the merger, each share of Veritex common stock issued and outstanding immediately prior to the effective time (other than certain shares held by Huntington or Veritex) will be converted into 1.95 shares of Huntington common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Huntington common stock or Veritex common stock. Changes in the price of Huntington common stock prior to the merger will affect the value that holders of Veritex common stock will receive in the merger. Neither Huntington nor Veritex is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of Huntington common stock or Veritex common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Huntington’s or Veritex’s businesses, operations and prospects and regulatory considerations, many of which factors are beyond Huntington’s or Veritex’s control. Therefore, at the time of the Veritex special meeting, holders of Veritex common stock will not know the market value of the consideration to be received by holders of Veritex common stock at the effective time. You should obtain current market quotations for shares of Huntington common stock and for shares of Veritex common stock.

In the merger, holders of Veritex common stock will become holders of Huntington common stock. Huntington’s business differs from that of Veritex. Accordingly, the results of operations of the combined company and the market price of Huntington common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Huntington and Veritex. For a discussion of the businesses of Huntington and Veritex and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 110.

Each of Veritex and Huntington has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, filing

fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either Veritex or Huntington regardless of whether or not the merger is completed. If the merger is not completed, Veritex and Huntington would have to recognize these expenses without realizing the expected benefits of the merge.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Huntington and Veritex. To realize the anticipated benefits and cost savings from the merger, Huntington and Veritex must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If Huntington and Veritex are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.

Huntington and Veritex have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Huntington and Veritex during this transition period and for an undetermined period after completion of the merger on the combined company.

The success of the merger and the bank merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Veritex. It is possible that these employees may decide not to remain with Veritex while the merger is pending or with the combined company after the merger is completed. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Veritex to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Huntington may not be able to locate suitable replacements for any key employees who leave the combined company, or to offer employment to potential replacements on reasonable terms.

Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the OCC and other regulatory authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 56. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, require branch divestitures, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or will otherwise reduce the anticipated benefits of the merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not

result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Despite the parties’ commitments to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither Huntington, Veritex nor their respective subsidiaries is required under the terms of the merger agreement to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be likely to have a material adverse effect on the combined company and its subsidiaries, considered on a scale relative to Veritex, after giving effect to the merger. See the section entitled “The Merger—Regulatory Approvals” beginning on page 56.

Holders of Veritex common stock should be aware that some of Veritex’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of holders of Veritex common stock generally. These interests and arrangements may create potential conflicts of interest. The Veritex board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger and merger agreement, and in recommending that shareholders vote to approve the merger agreement. For a more complete description of these interests, please see the section entitled “The Merger—Interests of Veritex’s Directors and Executive Officers in the Merger” beginning on page 51.

If the merger is not completed for any reason, including as a result of Veritex shareholders failing to approve the Veritex merger proposal, there may be various adverse consequences and Veritex may experience negative reactions from the financial markets and from their respective customers and employees. For example, Veritex’s businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Veritex’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Veritex may be required to pay a termination fee of $56 million to Huntington.

Additionally, Veritex has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, including legal, accounting and financial advisory costs. If the merger is not completed, Veritex would have to pay certain of these expenses without realizing the expected benefits of the merger.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Veritex. These uncertainties may impair Veritex’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Veritex to seek to change existing business relationships with Veritex. In addition, subject to certain exceptions, Veritex has agreed to operate its business in the ordinary course prior to closing, and not to take certain actions which could cause Veritex to be unable to pursue other beneficial opportunities that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page 65 for a description of the restrictive covenants applicable to Huntington and Veritex.

In the merger, holders of Veritex common stock will become holders of Huntington common stock and their rights as shareholders will be governed by Maryland law and the governing documents of the combined company. The rights associated with Huntington common stock are different from the rights associated with Veritex common stock. See the section entitled “Comparison of Shareholders’ Rights” beginning on page 93 for a discussion of the different rights associated with Huntington common stock.

Holders of Veritex common stock currently have the right to vote in the election of the board of directors and on other matters affecting Veritex. When the merger is completed, holders of Veritex common stock will become holders of Huntington common stock, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of Veritex. Based on the number of shares of Huntington and Veritex common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of Huntington common stock expected to be issued in the merger, the former holders of Veritex common stock, as a group, are estimated to own approximately seven percent (7%) of the fully diluted shares of the combined company immediately after the merger and current holders of Huntington common stock as a group are estimated to own approximately ninety-three percent (93%) of the fully diluted shares of the combined company immediately after the merger. Because of this, holders of Veritex common stock will have less influence on the management and policies of the combined company than they now have on the management and policies of Veritex.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under Section 10.354 of the TBOC, the holders of Veritex common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger if, on the record date for the Veritex special meeting, Veritex’s shares are listed on a national securities exchange. Veritex common stock is currently listed on the NASDAQ, a national securities exchange, and is expected to continue to be so listed on the record date for the Veritex special meeting. Accordingly, the holders of Veritex common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.

Since the initial filing on July 21, 2025, of the registration statement of which this proxy statement/prospectus is a part, Veritex and the Veritex board of directors have received demand letters from purported stockholders of Veritex, which could result in litigation relating to the merger being filed against, Veritex, the board of directors of Veritex, and/or Huntington and the board of directors of Huntington, and additional demand letters may be received or litigation may be filed against them, which could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Huntington and Veritex.

Since the initial filing on July 21, 2025, of the registration statement of which this proxy statement/prospectus is a part, Veritex and the Veritex board of directors has received demand letters from purported stockholders of Veritex, generally alleging that the registration statement filed on July 21, 2025, omits material information. The shareholders have demanded disclosure of certain additional information pertaining to certain financial projections of Veritex and Huntington, information with respect to KBW's analysis and other requested disclosure.

The stockholders who provided the demand letters, may initiate litigation against Veritex, the board of directors of Veritex, and/or Huntington and the board of directors of Huntington, and additional demand letters may be received or litigation may be filed against them.

One of the conditions to closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated by the merger, the bank merger or any of the other transactions contemplated by the merger agreement being in effect. If any plaintiff were successful in obtaining an injunction prohibiting Huntington or Veritex from completing the transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Huntington and/or Veritex, including any costs associated with the indemnification of directors and officers of each company. Huntington and Veritex may also incur costs in connection with the defense or settlement of any shareholder lawsuit filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and result of operations of Huntington and Veritex and could prevent or delay the completion of the merger.

The merger agreement contains “no shop” covenants that restrict Veritex’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to, engage or participate in any negotiations with any person concerning, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any acquisition proposal, subject to certain exceptions, or, during the term of the merger agreement, approve or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement relating to any acquisition proposal.

The merger agreement further provides that, during the twelve (12)-month period following the termination of the merger agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, Veritex may be required to pay to Huntington a cash termination fee equal to $56 million. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 75.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Huntington or Veritex from considering or proposing that acquisition.

The merger agreement subjects Huntington and Veritex to certain restrictions on their respective business activities prior to the effective time. Subject to certain specified exceptions, the merger agreement obligates Veritex to, and to cause each of its subsidiaries to, conduct its business in the ordinary course in all material respects and use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and each of Huntington and Veritex to, and to cause each of its subsidiaries to, take no action that is intended or would be reasonably likely to adversely affect or materially delay the ability of either Huntington or Veritex to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement or to perform its respective covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement on a timely basis. These restrictions could prevent Huntington and Veritex from pursuing certain business opportunities that arise prior to the effective time. See the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Businesses Prior to the Completion of the Merger” beginning on page 65.

The opinion of Veritex’s financial advisor was delivered on, and dated, July 13, 2025. Changes in the operations and prospects of Huntington and Veritex, general market and economic conditions and other factors which may be beyond the control of Huntington and Veritex may have altered the value of Huntington or Veritex or the prices of shares of Huntington common stock and shares of Veritex common stock as of the date of this proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of the opinion. See the section entitled “The Merger—Opinion of Veritex’s Financial Advisor” beginning on page 41.

You should read and consider risk factors specific to Huntington’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in Huntington’s Annual Report on Form 10-K most recently filed with the SEC and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 110 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

You should read and consider risk factors specific to Veritex’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in Veritex’s Annual

Report on Form 10-K most recently filed with the SEC and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 110 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed merger, the plans, objectives, expectations and intentions of Huntington and Veritex, the expected timing of completion of the merger, and other statements that are not historical facts and are subject to numerous assumptions, risks, and uncertainties that are beyond the control of Huntington and Veritex. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.

Huntington and Veritex caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Huntington’s and Veritex’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors, in addition to the factors relating to the merger discussed under the caption “Risk Factors” beginning on page 16 and the factors previously disclosed in Huntington’s and Veritex’s reports filed with the SEC and incorporated by reference into this proxy statement/prospectus, which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance:

Additional factors that could cause results to differ materially from those described above can be found in Huntington’s and Veritex’s filings with the SEC that are incorporated by reference into this proxy statement/prospectus, as described in the section “Where You Can Find More Information.”

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus and are based on information available at that time. Neither Huntington nor Veritex assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington or Veritex update one or more forward-looking statements, no inference should be drawn that Huntington or Veritex will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Huntington and Veritex have filed with the SEC as described under “Where You Can Find More Information” beginning on page 110.

Huntington and Veritex expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

This section contains information for holders of Veritex common stock about the special meeting that Veritex has called to allow holders of Veritex common stock to consider and vote on the merger agreement and other related matters. This proxy statement/prospectus is accompanied by a notice of the special meeting of holders of Veritex common stock and a form of proxy card that the Veritex board of directors is soliciting for use by the holders of Veritex common stock at the special meeting and at any adjournments or postponements of the special meeting.

The Veritex special meeting will be held virtually via the Internet on September 22, 2025 at https://edge.media-server.com/mmc/p/efwxy7os, at 10:00 a.m. Central Time. The Veritex special meeting will be held solely via live webcast and there will not be a physical meeting location.

Only Veritex shareholders as of the close of business on the Veritex record date are entitled to receive notice of, and vote at, the Veritex special meeting via the Veritex special meeting website or any adjournment or postponement thereof. Veritex shareholders will be able to attend the Veritex special meeting via the Veritex special meeting website or by proxy, submit questions and vote their shares electronically during the meeting by visiting the Veritex special meeting website at https://edge.media-server.com/mmc/p/efwxy7os. Veritex shareholders will need the control number found on their proxy card in order to access the Veritex special meeting website.

At the Veritex special meeting, holders of Veritex common stock will be asked to consider and vote on the following proposals:

The members of the Veritex board of directors present at the meeting where the merger agreement and transactions contemplated thereby was approved have unanimously determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interest of Veritex and its shareholders. The Veritex board of directors unanimously recommends that Veritex shareholders vote “FOR” the Veritex merger proposal, “FOR” the Veritex compensation proposal and “FOR” the Veritex adjournment proposal. See “The Merger—Veritex’s Reasons for the Merger, Recommendation of the Veritex Board of Directors” beginning on page 37 for a more detailed discussion of the Veritex board of directors’ recommendation.

Completion of the merger is conditioned upon the approval of the Veritex merger proposal, but is not conditioned upon the approval of the Veritex compensation proposal or the Veritex adjournment proposal.

The Veritex board of directors has fixed the close of business on August 11, 2025 as the record date (the “Veritex record date”) for determination of the holders of Veritex common stock entitled to notice of and to vote at the Veritex special meeting. Only Veritex shareholders at the close of business on the Veritex record date will be entitled to vote at the Veritex special meeting. As of the Veritex record date, there were 54,779,619 shares of Veritex common stock outstanding and entitled to be voted at the Veritex special meeting.

The presence at the Veritex special meeting, either via the Veritex special meeting website or proxy, of at least a majority of the shares of Veritex common stock outstanding and entitled to vote on the Veritex record date will constitute a quorum for the purposes of the Veritex special meeting. All shares of Veritex common stock represented by means of remote communication or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Veritex special meeting.

Under Veritex’s bylaws, if a quorum is not present at the Veritex special meeting, it will be postponed until the holders of the number of shares of Veritex common stock required to constitute a quorum attend. If additional votes must be solicited in order for Veritex shareholders to approve the Veritex merger proposal, and the Veritex adjournment proposal is approved, the Veritex special meeting will be adjourned to solicit additional proxies.

At the Veritex special meeting, each share of Veritex common stock is entitled to one (1) vote on all matters properly submitted to holders of Veritex common stock.

As of the Veritex record date, Veritex directors and executive officers and their affiliates owned and were entitled to vote approximately 2,323,743 shares of Veritex common stock, representing approximately 4.2% of the shares of Veritex common stock outstanding on the Veritex record date. Veritex currently expects that Veritex’s directors and executive officers will vote their shares in favor of the merger agreement and the other proposals to be considered at the Veritex special meeting, although none of them has entered into any agreements obligating them to do so.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Veritex special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Veritex special meeting. If your bank, broker, trustee or other nominee holds your shares of Veritex common stock in “street name,” such entity will vote your shares of Veritex common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

The Veritex special meeting may be accessed via the Veritex special meeting website, where Veritex shareholders will be able to listen to the Veritex special meeting, submit questions and vote online. You are entitled to attend the Veritex special meeting via the Veritex special meeting website only if you were a shareholder of record at the close of business on the Veritex record date or you held your Veritex shares beneficially in the name of a bank, broker, trustee or other nominee as of the Veritex record date, or you hold a valid proxy for the Veritex special meeting. If you were a shareholder of record at the close of business on the Veritex record date and wish to attend the Veritex special meeting via the Veritex special meeting website, you will need the control number on your proxy card. If a bank, broker, trustee or other nominee is the record owner of your shares of Veritex common stock, you will need to obtain your specific control number and further instructions from your bank, broker, trustee or other nominee. Individuals without a control number may attend the Veritex special meeting as a guest via the Veritex special meeting website, but will not have the option to vote or submit a question.

A holder of Veritex common stock may vote by proxy or at the Veritex special meeting via the Veritex special meeting website. If you hold your shares of Veritex common stock in your name as a holder of record, to submit a proxy, you, as a holder of Veritex common stock, may use one of the following methods:

Veritex requests that holders of Veritex common stock vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to Veritex as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Veritex common stock represented by it will be voted at the Veritex special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Veritex merger proposal, “FOR” the Veritex compensation proposal and “FOR” the Veritex adjournment proposal.

If a holder’s shares are held in “street name” by a bank, broker, trustee or other nominee, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the Internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the Veritex special meeting via the Veritex special meeting website. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally via the Veritex special meeting website at the meeting because you may subsequently revoke your proxy.

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the broker, bank or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your broker, bank or other nominee.

You may not vote shares held in “street name” by returning a proxy card directly to Veritex, unless you provide a signed “legal proxy” giving you the right to vote the shares, which you must obtain from your bank, broker, trustee or other nominee. You may not vote shares held in “street name” via the Veritex special meeting website during the Veritex special meeting, unless you obtain a specific control number from your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares of Veritex common stock on behalf of their customers may not give a proxy to Veritex to vote those shares with respect to any non-routine matters without specific instructions from you, as banks, brokers, trustees and other nominees do not have discretionary voting power on any non-routine matters that will be voted upon at the Veritex special meeting, including the Veritex merger proposal, the Veritex compensation proposal and the Veritex adjournment proposal.

If you are a holder of Veritex common stock of record, you may revoke your proxy at any time before it is voted by:

If you hold your shares of Veritex common stock through a bank, broker, trustee or other nominee, you should contact your bank, broker, trustee or other nominee to change your vote.

Attendance virtually at the Veritex special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Veritex after the vote will not affect the vote. Written notices of revocation and other communications about revoking your proxy card should be addressed to:

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

If the Veritex special meeting is postponed or adjourned, it will not affect the ability of holders of Veritex common stock of record as of the Veritex record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to holders of Veritex common stock residing at the same address, unless such holders of Veritex common stock have notified Veritex of their desire to receive multiple copies of the proxy statement/prospectus.

Veritex will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any holder of Veritex common stock residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Veritex’s Investor Relations at (972) 349-6200 or Veritex’s proxy solicitor, Okapi Partners LLC, by calling toll-free at (844) 202-7428.

Huntington and Veritex will share equally the expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. To assist in the solicitation of proxies, Veritex has retained Okapi Partners LLC, for a fee of $25,000 plus reimbursement of out-of-pocket expenses for their services. Veritex and its proxy solicitor will also request banks, brokers, trustees and other intermediaries holding shares of Veritex common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Veritex. No additional compensation will be paid to Veritex’s directors, officers or employees for solicitation.

You should not send in any Veritex stock certificates with your proxy card (or, if you hold your shares in “street name” your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to holders of Veritex common stock as soon as practicable after completion of the merger.

Veritex management knows of no other business to be presented at the Veritex special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Veritex board of directors’ recommendations.

If you need assistance in completing your proxy card, have questions regarding Veritex’s special meeting or would like additional copies of this proxy statement/prospectus, please contact Veritex’s Investor Relations at (972) 349-6200 or Veritex’s proxy solicitor, Okapi Partners LLC, by calling toll-free at (844) 202-7428.

Veritex is asking holders of Veritex common stock to approve the merger agreement and approve the transactions contemplated thereby, including the merger. Holders of Veritex common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the members of the Veritex board of directors present at the meeting where the merger agreement and the transactions contemplated thereby was approved unanimously determined that the merger, the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Veritex and its shareholders and unanimously adopted the merger agreement and authorized and approved the merger and the other transactions contemplated by the merger agreement. See “The Merger—Veritex’s Reasons for the Merger; Recommendation of Veritex’s Board of Directors” beginning on page 37 for a more detailed discussion of the Veritex board of directors’ recommendation.

The Veritex board of directors unanimously recommends a vote “FOR” the Veritex merger proposal.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Veritex is seeking a non-binding, advisory shareholder approval of the compensation of Veritex’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Veritex’s Directors and Executive Officers in the Merger—Merger-Related Compensation for Veritex’s Named Executive Officers” beginning on page 55. The proposal gives holders of Veritex common stock the opportunity to express their views on the merger-related compensation of Veritex’s named executive officers.

Accordingly, Veritex is asking holders of Veritex common stock to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

The vote on the advisory compensation proposal is a vote separate and apart from the votes on the Veritex merger proposal and the Veritex adjournment proposal. Accordingly, if you are a holder of Veritex common stock, you may vote to approve the Veritex merger proposal and/or the Veritex adjournment proposal and vote not to approve the Veritex compensation proposal, and vice versa. The approval of the Veritex compensation proposal by holders of Veritex common stock is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to Veritex’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if holders of Veritex common stock fail to approve the advisory vote regarding merger-related compensation.

The Veritex board of directors unanimously recommends a vote “FOR” the advisory Veritex compensation proposal.

The Veritex special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Veritex special meeting to approve the Veritex merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of Veritex common stock.

If, at the Veritex special meeting, the number of shares of Veritex common stock present or represented and voting in favor of the Veritex merger proposal is insufficient to approve the Veritex merger proposal, Veritex intends to move to adjourn the Veritex special meeting in order to enable the Veritex board of directors to solicit

additional proxies for approval of the Veritex merger proposal. In that event, Veritex will ask holders of Veritex common stock to vote upon the Veritex adjournment proposal, but not the Veritex merger proposal or the Veritex compensation proposal.

In this proposal, Veritex is asking holders of Veritex common stock to authorize the holder of any proxy solicited by the Veritex board of directors, on a discretionary basis, to vote in favor of adjourning the Veritex special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from holders of Veritex common stock who have previously voted. If the date of the adjournment is not announced at the Veritex special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

The approval of the Veritex adjournment proposal by holders of Veritex common stock is not a condition to the completion of the merger.

The Veritex board of directors recommends a vote “FOR” the Veritex adjournment proposal.

Huntington is a multi-state diversified regional bank holding company headquartered in Columbus, Ohio. Founded in 1866, The Huntington National Bank and its affiliates provide consumers, small and middle-market businesses, corporations, municipalities, and other organizations with a comprehensive suite of banking, payments, wealth management, and risk management products and services. Huntington operates approximately 970 branches in 13 states, with certain businesses operating in extended geographies. As of June 30, 2025, Huntington had consolidated total assets of approximately $208 billion, total loans and leases of approximately $135 billion, total deposits of approximately $163 billion and total stockholders’ equity of approximately $21 billion.

Huntington’s common stock is traded on the NASDAQ under the symbol “HBAN.”

Huntington’s principal office is located at 41 South High Street, Columbus, Ohio 43287, and its telephone number at that location is (614) 480-2265. Additional information about Huntington and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 110.

Veritex is a financial holding company incorporated under Texas law in 2010 and headquartered in Dallas, Texas. Veritex completed an initial public offering of common stock in October 2013.

As of June 30, 2025, Veritex had total assets of $12.53 billion and is one of the ten largest banks headquartered in Texas. Through its wholly owned bank subsidiary, Veritex Community Bank, a Texas state-chartered member bank with its main office in Dallas, Texas, Veritex delivers a wide variety of relationship-driven commercial banking products and services, including commercial and retail lending and checking and savings deposit products which are tailored to meet the needs of small to medium-sized businesses and professionals. Veritex Community Bank operates banking centers located in the Dallas-Fort Worth metroplex and the Houston metropolitan area.

Veritex’s common stock is traded on the NASDAQ under the symbol “VBTX.”

Veritex’s principal office is located at 8214 Westchester Drive, Suite 800, Dallas, Texas 75255, and its telephone number at that location is (972) 349-6200. Additional information about Veritex and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 110.

This section of the proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about each of us into this proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 110.

Each of Huntington’s and Veritex’s respective board of directors has approved the merger agreement. The merger agreement provides that Veritex will merge with and into Huntington, with Huntington as the surviving corporation. Following the completion of the merger, Veritex Community Bank, a Texas state-chartered bank and a wholly owned bank subsidiary of Veritex, will merge with and into The Huntington National Bank, a national bank and a wholly owned bank subsidiary of Huntington, with The Huntington National Bank as the surviving bank.

In the merger, each share of Veritex common stock issued and outstanding immediately prior to the effective time (other than certain shares held by Huntington or Veritex) will be converted into the right to receive 1.95 shares of Huntington common stock. No fractional shares of Huntington common stock will be issued in connection with the merger, and holders of Veritex common stock will be entitled to receive cash in lieu thereof.

Holders of Veritex common stock are being asked to approve the merger and the merger agreement. See the section entitled “The Merger Agreement” beginning on page 60 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

As part of the ongoing consideration and evaluation of their respective long-term prospects and strategies, each of Huntington’s and Veritex’s board of directors (which we refer to in this section as the “Huntington Board” and the “Veritex Board”, respectively) and Huntington’s and Veritex’s senior management have regularly reviewed and assessed their respective business strategies and objectives, including assessments of strategic growth opportunities potentially available to Huntington and Veritex, as part of their respective continuous efforts to enhance value for their respective stockholders and shareholders and deliver the best possible services to their respective customers and communities. These reviews have focused on, among other things, prospects and developments in the financial services industry, the regulatory environment, the economy generally, and financial markets, and the implications of such developments for financial institutions generally and Huntington and Veritex, in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Huntington and Veritex, respectively, and their respective stockholders and shareholders, of strategic combinations compared to the benefits and risks of continued operation as a stand-alone company.

In September 2024, Mr. C. Malcolm Holland, Veritex’s chairman, president and chief executive officer, met with the chief executive officer of a regional bank holding company (Company A) at an industry conference and discussed the potential of evaluating a possible business combination transaction between Veritex and Company A. Mr. Holland and the chief executive officer of Company A continued to speak periodically in late 2024 and early 2025 about such a possible business combination transaction. In January 2025, the chief executive officer of Company A met with Mr. Holland and presented certain financial aspects of a combination of Veritex and Company A. Mr. Holland periodically advised the Veritex Board of his conversations with the chief executive officer of Company A. In February 2025, Mr. Holland advised the chief executive officer of Company A that, based on Mr. Holland’s discussions with members of the Veritex Board, a business combination transaction between Veritex and Company A was not believed to be in the best interests of Veritex and its shareholders.

In December 2024, Mr. Holland was contacted by the chief executive officer of a regional bank holding company (Company B) who was interested in learning more about Veritex and considering evaluating a possible business combination transaction between Veritex and Company B. They met in Dallas, Texas in February 2025

and, thereafter, spoke periodically, including regarding a possible business combination between Veritex and Company B in which Company B would be the surviving company. Mr. Holland periodically advised the Veritex Board of his conversations with the chief executive officer of Company B.

On March 5, 2025, Mr. Holland and Mr. Terry Earley, Veritex’s chief financial officer at the time, traveled to Company B’s offices to meet with the chief executive officer of Company B and other senior management members of Company B to further familiarize themselves with each other’s bank, including the markets in which each bank operates, and evaluate the financial aspects of a possible business combination transaction. The chief executive officer of Company B orally expressed interest to Mr. Holland in pursuing a business combination transaction between Veritex and Company B and that Company B planned to provide Veritex with a written proposal for such a business combination transaction.

On March 13, 2025, Company B delivered to Veritex a letter of intent (which we refer to as the “Company B LOI”) that, among other things, contemplated an all-stock transaction in which Company B was the acquirer and an exchange ratio range valuing each share of Veritex common stock at $26.23-$27.43 (based on the then-current stock price of Company B), which represented a premium of 10%-15% of Veritex’s current stock price, and requested eight weeks of exclusivity. Thereafter, on March 13, 2025, Mr. Holland and Mr. Earley discussed the Company B LOI with representatives of Keefe, Bruyette & Woods, Inc. (which we refer to as “KBW”), Veritex’s financial advisor, and Simpson Thacher & Bartlett LLP (which we refer to as “Simpson Thacher”), Veritex’s legal counsel. Mr. Holland then called a special meeting of the Veritex Board Executive Committee to discuss the Company B LOI.

On March 18, 2025, the Veritex Board Executive Committee held a special meeting, which was also attended by members of Veritex’s management and representatives of KBW and Simpson Thacher. Mr. Holland discussed with the Veritex Board Executive Committee the timeline of discussions with Company B and the rationale for a business combination transaction with a larger peer, such as Company B. A representative of KBW reviewed with the Veritex Board Executive Committee the current economic environment, Veritex’s and Company B’s respective market valuations and other illustrative financial and valuation information, the potential business combination transaction with Company B and the potential of there being other partners for a business combination transaction. The Veritex Board Executive Committee discussed challenges resulting from the competitive environment, Veritex’s funding mix, and the potential benefits and risks of a business combination transaction with Company B relative to Veritex’s available alternatives, including pursuing its standalone plan or a combination with a similarly sized peer. Following the discussion, the Veritex Board Executive Committee recommended that the Company B LOI and possible business combination transaction with Company B be brought before the Veritex Board for consideration.

On March 19, 2025, Company A delivered to Veritex a letter (which we refer to as the “Company A Letter”) expressing interest in a business combination transaction with Veritex that, among other things, contemplated an all-stock transaction in which Company A was the acquirer and offered a 25% premium to Veritex’s stock price, which reflected a value of $30.86 per share of Veritex common stock as of the close of business on such date (based on the then-current stock price of Company A). Thereafter, on March 19 and 20, 2025, Mr. Holland discussed the Company A Letter with representatives of KBW and Simpson Thacher and briefed the Veritex Board Executive Committee.

On March 25, 2025, the Veritex Board held a special meeting, which was also attended by members of Veritex’s management and representatives of KBW and Simpson Thacher. Mr. Holland discussed with the Veritex Board the timeline of discussions with Company A and Company B, the rationale for and against a business combination transaction with a larger partner, such as Company A, and a smaller partner, such as Company B, and details about Company A and Company B. A representative of KBW reviewed with the Veritex Board Executive Committee the current economic environment, Veritex’s, Company A’s and Company B’s respective market valuations and other illustrative financial and valuation information (including regarding the pro forma combined company in a merger with Company A or Company B), the potential business combination transaction with Company A and Company B (including potential market reaction thereto) and the potential of there being other partners for a business combination transaction. The Veritex Board discussed challenges resulting from the competitive environment, Veritex’s funding mix, the potential benefits and risks of a business combination transaction with Company A and Company B relative to Veritex’s available alternatives, including pursuing its standalone plan, the potential growth prospects, in Texas and elsewhere, in a combination with Company A and Company B, the importance of Mr. Holland and other Veritex personnel to growth prospects, and keeping an

open mind about alternative proposals. Following the discussion, the Veritex Board authorized Mr. Holland to (a) inform the chief executive officer of Company A that Veritex was not interested in pursuing business combination discussions with Company A, including as a result of the relative prospects of the combined company, execution risk and likely market reaction, and (b) (i) inform the chief executive officer of Company B that Veritex was interested in evaluating and discussing a business combination transaction with Company B, (ii) discuss with the chief executive officer of Company B certain considerations raised by the Veritex Board, including to obtain clarity on certain questions raised by the Veritex Board, and (iii) negotiate certain key terms from the Company B LOI, including the exchange ratio and exclusivity request.

On March 26, 2025, Mr. Holland informed the chief executive officer of Company A of the Veritex Board’s determination not to pursue business combination discussions with Company A. No confidentiality agreement was ever entered into between Veritex and Company A.

On March 26, 2025, Mr. Holland spoke with the chief executive officer of Company B to provide feedback on the Veritex Board’s guidance and set up a meeting to discuss in greater detail. Thereafter, Mr. Earley and the chief financial officer of Company B had ongoing discussions about a potential transaction. On April 2, 2025, Mr. Holland and Mr. Earley met with the chief executive officer and other senior management members of Company B in Houston, Texas to discuss feedback from the Veritex Board, the exchange ratio for a business combination transaction and other terms of the Company B LOI.

On April 4, 2025, the Veritex Board held a special meeting, which was also attended by members of Veritex’s management and representatives of KBW and Simpson Thacher. Mr. Holland discussed with the Veritex Board the discussions with Company B that had occurred following the March 25, 2025 meeting of the Veritex Board, including the feedback Mr. Holland had received on the key questions raised by the Veritex Board. Following the discussion, the Veritex Board authorized Mr. Holland to respond in writing to the Company B LOI with Veritex’s requests, including specifying an exchange ratio. Thereafter on April 4, 2025, Veritex sent a revised letter of intent to Company B.

Over the following days, representatives of Veritex’s management continued to have exploratory discussions with representatives of Company B regarding a possible business combination transaction and, with the assistance of KBW, continued to review financial matters relating to a possible business combination with Company B. On April 9, 2025, Veritex and Company B agreed to discontinue actively engaging in discussions regarding a possible business combination transaction due to recent market volatility, the decline in regional bank stock prices at that time and uncertainties regarding the economic environment. No confidentiality agreement was ever entered into between Veritex and Company B.

On May 21, 2025, Mr. Holland and Mr. Stephen Steinour, Huntington’s chairman, president and chief executive officer, as well as Mr. Brant Standridge, Huntington’s Senior Executive Vice President and President, Consumer and Regional Banking, and Mr. Zachary Wasserman, Huntington’s Senior Executive Vice President, Chief Financial Officer, met in Dallas, Texas and discussed their respective institutions, the markets in which they operate and evaluating a possible business combination transaction between Veritex and Huntington. Messrs. Holland and Steinour were introduced to each other in 2023 and have periodically discussed matters of mutual interest to their respective institutions, including developments in the financial services industry generally. These discussions have occurred during the course of investor and banking industry conferences and social and community settings. Prior to May 2025, none of these discussions included discussions regarding a potential business combination between Huntington and Veritex.

On June 13, 2025, Messrs. Holland and Steinour met and further discussed a possible business combination transaction between Veritex and Huntington. Messrs. Holland and Steinour agreed that to facilitate more detailed discussions of a potential business combination and to conduct reciprocal due diligence efforts they should enter into a mutual nondisclosure agreement. On June 14, 2025, Huntington and Veritex executed a mutual nondisclosure agreement.

Starting on June 15, 2025, Veritex and Huntington began to make available to the other party documents and information for mutual due diligence review, including in a virtual data room. Through July 13, 2025, the parties engaged in extensive due diligence, including through a series of virtual and in-person due diligence meetings and telephone calls between the parties and their respective representatives to discuss relevant topics.

On June 23, 2025, Mr. Steinour delivered to Mr. Holland a non-binding term sheet for an all-stock transaction in which Huntington was the acquirer, the terms of which included merger consideration consisting of 1.894 shares of Huntington common stock for each share of Veritex, which reflected a value of $30.44 per share of Veritex common stock, a 21.3% premium, based on the closing prices of Veritex and Huntington common stock on such date.

On June 24, 2025, the Veritex Board held a regularly scheduled meeting and discussed, among other matters, the potential business combination transaction with Huntington, with members of Veritex management and representatives of KBW and Simpson Thacher present. Mr. Holland reported to the Veritex Board on the various discussions he and other representatives of Veritex management had conducted with representatives of Huntington regarding the potential business combination transaction. Mr. Holland and representatives of KBW provided the Veritex Board with, among other information, an overview of Huntington and its business operations, as well as Veritex’s operations and prospects and the strategic rationale for considering a business combination transaction with Huntington. Mr. Holland reviewed with the Veritex Board the key terms for the potential transaction that Mr. Holland and Mr. Steinour had discussed, including the 1.894 exchange ratio. Mr. Holland also advised the Veritex Board that Huntington expressed interest in Mr. Holland entering into an arrangement with Huntington to assist in business development and customer, community and government relations following the closing, but that details of such a role had not been discussed. A Simpson Thacher representative advised the Veritex Board that the purpose of this meeting was not to approve any deal, but to discuss whether the Veritex Board would be supportive of moving toward negotiating a transaction with Huntington and on what terms, including the proposed exchange ratio. Following discussion, the Veritex directors expressed their support for continuing to explore whether a potential business combination transaction was feasible and desirable and directed Mr. Holland and other members of Veritex management, with the assistance of KBW and Simpson Thacher, to continue their discussions and negotiations with Huntington and its advisors regarding such a transaction, including seeking a higher exchange ratio.

On June 24, 2025, following the Veritex Board meeting, Mr. Holland called Mr. Steinour and relayed to Mr. Steinour the guidance of the Veritex Board, including in respect of exchange ratio. Messrs. Holland and Steinour discussed the financial merits of the potential business combination transaction and the exchange ratio. As a result of those discussions, Mr. Steinour informed Mr. Holland that Mr. Steinour expected to be able to deliver an improved exchange ratio of 1.95 shares of Huntington common stock for each share of Veritex common stock, subject to approval of the Huntington Board, which reflected a value of $30.81 per share of Veritex common stock based on the closing price of Huntington common stock on such date. Mr. Holland advised Mr. Steinour that he believed a 1.95 exchange ratio would be satisfactory to the Veritex Board. Messrs. Holland and Steinour agreed to relay the discussions to their respective boards and to continue discussions and negotiations regarding such a transaction on that basis.

On June 25 and 26, 2025, members of Veritex management and members of Huntington management met in Dallas, Texas to conduct mutual due diligence review of the other party and its business, as well as engage in detailed discussions regarding a potential business combination transaction and the terms thereof. Following these discussions, Mr. Steinour indicated to Mr. Holland that Huntington anticipated entering into advisory services and non-competition agreements with Messrs. Holland and Earley, which would be effective upon the closing of the transaction, to assist in business development and customer, community and government relations following the closing, and which would include customary non-competition and other restrictive covenants, which Huntington believed would support the value of the Veritex franchise and the combined company.

On June 30, 2025, the Veritex Board Executive Committee held a special meeting, which members of Veritex management and representatives of Simpson Thacher attended, to discuss developments related to the potential transaction since the June 24, 2025 Veritex Board meeting, including updates on due diligence, the transaction timeline and the status and terms of the potential transaction. Mr. Holland also advised the Veritex Board Executive Committee that Huntington expected Messrs. Holland and Earley to enter into advisory services and non-competition agreements, which would be effective upon the closing of the transaction, to assist in business development and customer, community and government relations following the closing. Following discussion, the Veritex Board Executive Committee unanimously supported continuing negotiations with Huntington.

On July 2, 2025, Huntington’s counsel, Wachtell, Lipton, Rosen & Katz, which we refer to as “Wachtell Lipton”, shared with Simpson Thacher a first draft of the proposed merger agreement. From July 2, 2025 until July 13, 2025, Huntington’s and Veritex’s legal advisors negotiated the proposed merger agreement and other transaction documents.

On July 7, 2025, Mr. Holland and Mr. Standridge met to address certain due diligence matters and transaction terms and discuss the transaction timeline. Thereafter on July 7, 2025, the Veritex Board Executive Committee held a special meeting, which members of Veritex management and representatives of Simpson Thacher attended, to discuss developments related to the potential transaction since the June 30, 2025 Veritex Board Executive Committee meeting, including Mr. Holland’s discussions with Mr. Standridge, updates on transaction documents, due diligence, and the transaction timeline. Following discussion, the Veritex Board Executive Committee unanimously supported continuing negotiations with Huntington.

On July 11, 2025, a meeting of the Veritex Board was held to discuss the potential transaction with Huntington, with members of Veritex management and representatives of KBW and Simpson Thacher in attendance. Mr. Holland updated the directors regarding the discussions between Veritex and Huntington and their respective advisors since the last Veritex Board meeting. Mr. Holland reported, among other things, on discussions to finalize the determination of the merger exchange ratio, including based on the parties’ ongoing negotiations and substantial completion of their due diligence reviews. Members of Veritex management then reviewed with the directors the status, process and key findings of Veritex’s due diligence review of Huntington. Mr. Holland then reviewed with the directors the material terms of the advisory services and non-competition agreements that Messrs. Holland and Earley and Huntington would enter into in connection with the proposed transaction. Representatives of KBW then reviewed with the Veritex Board certain financial aspects of the potential transaction on preliminary basis based on the proposed exchange ratio. Representatives of Simpson Thacher discussed with the directors the terms of the transaction documents, including the principal terms of the draft merger agreement, and reviewed with the directors their fiduciary duties in connection with their consideration of a potential transaction with Huntington. Following discussion, the directors expressed unanimous support for pursuing a potential transaction with Huntington on the terms discussed at the meeting and directed Veritex management, with the assistance of Veritex’s advisors, to finalize the merger agreement and other transaction documents.

On July 13, 2025, a joint meeting of the Veritex Board and Veritex Community Bank Board was held to discuss the potential transaction with Huntington, with members of Veritex management and representatives of KBW and Simpson Thacher in attendance. Mr. Holland updated the directors regarding the discussions and developments between Veritex and Huntington and their respective advisors since the July 11, 2025 Veritex Board meeting, and informed the boards that the Huntington holding company and bank boards of directors had previously met and approved the transaction. KBW reviewed the financial aspects of the proposed transaction based on the proposed 1.95 exchange ratio and closing market information on July 11, 2025 and rendered to the Veritex Board an opinion, which was initially rendered verbally and subsequently confirmed in a written opinion, dated July 13, 2025, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW, as set forth in its written opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Veritex common stock. Representatives of Simpson Thacher discussed with the directors the proposed final terms of the transaction documents. Following discussion, the directors in attendance expressed unanimous support for entering into a transaction with Huntington on the terms discussed and directed that Veritex execute the merger agreement and other transaction documents.

During the evening of July 13, 2025, each of Huntington and Veritex executed the merger agreement.

In reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve the merger agreement and the merger, the Veritex board of directors evaluated the merger agreement, the merger and the other transactions and arrangements contemplated by and in connection with the merger agreement in consultation with Veritex’s management, as well as Veritex’s financial and legal advisors, and considered a number of factors, including the following factors:

The Veritex board of directors also considered the potential risks related to the transaction but concluded that the anticipated benefits of combining with Huntington were likely to outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the Veritex board of directors is not intended to be exhaustive but includes the material factors considered by the Veritex board of directors. In reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, the Veritex board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Veritex board of directors considered all these factors as a whole in evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement.

For the reasons set forth above, the Veritex board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Veritex and its shareholders, and adopted the merger agreement and approved the merger and the other transactions contemplated by the merger agreement.

In considering the recommendation of the Veritex board of directors, you should be aware that certain directors and executive officers of Veritex may have interests in the merger that are different from, or in addition to, interests of shareholders of Veritex generally and may create potential conflicts of interest. The Veritex board of directors was aware of these interests and considered them when evaluating, negotiating and improving the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to Veritex’s shareholders that they vote in favor of the Veritex merger proposal. See “The Merger—Interests of Veritex’s Directors and Executive Officers in the Merger.”

It should be noted that this explanation of the reasoning of the Veritex board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 22.

For the reasons set forth above, the Veritex board of directors unanimously recommends that the holders of Veritex common stock vote “FOR” the Veritex merger proposal and “FOR” the other proposals to be considered at the Veritex special meeting.

Veritex engaged KBW to render financial advisory and investment banking services to Veritex, including an opinion to the Veritex board of directors as to the fairness, from a financial point of view, to the common shareholders of Veritex of the exchange ratio in the proposed merger. Veritex selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Veritex board of directors held on July 13, 2025, at which the Veritex board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Veritex board an opinion, which was initially rendered verbally and subsequently confirmed in a written opinion, dated July 13, 2025, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Veritex common stock. The Veritex board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Veritex board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of Veritex common stock. It did not address the underlying business decision of Veritex to engage in the merger or enter into the merger agreement or constitute a recommendation to the Veritex board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Veritex common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder or stockholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Veritex and Huntington and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions with the management of Veritex regarding the past and current business operations, regulatory relations, financial condition and future prospects of Veritex and Huntington and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to assist, and did not assist, Veritex with soliciting indications of interest from third parties regarding a potential transaction with Veritex.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Veritex as to the reasonableness and achievability of the publicly available consensus “street estimates” of Veritex and the assumed Veritex long-term growth rates referred to above (and the assumptions and bases therefor), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the Veritex “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of Veritex management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated. KBW further relied, with the consent of Veritex, upon Huntington management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Huntington and the assumed Huntington

long-term growth rates referred to above (and the assumptions and bases therefor), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the Huntington “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of Huntington management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of Veritex and Huntington that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Veritex and Huntington referred to above, was based on numerous variables and assumptions that are inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Veritex and Huntington and with the consent of the Veritex board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Veritex or Huntington since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses and KBW assumed, without independent verification and with Veritex’s consent, that the aggregate allowances for credit losses for each of Veritex and Huntington are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Veritex or Huntington, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Veritex or Huntington under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by each of Veritex and Huntington of its loans and owned securities as either held to maturity or held for investment, on the one hand, or held for sale or available for sale, on the other hand, and KBW also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the respective financial statements of Veritex and Huntington, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses, the following:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Veritex that Veritex relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Veritex, Huntington, the merger and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to the holders of Veritex common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including, without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger or any such related transaction to Veritex, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any charitable foundation, employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There has been significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged high interest rates. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Veritex and Huntington. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several

factors taken into consideration by the Veritex board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Veritex board of directors with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Veritex and Huntington and the decision of Veritex to enter into the merger agreement was solely that of the Veritex board of directors.

The following is a summary of the material financial analyses presented by KBW to the Veritex board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Veritex board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $33.91 per outstanding share of Veritex common stock, or approximately $1,875 million in the aggregate (inclusive of the implied value of Veritex restricted stock unit awards and in-the-money Veritex stock options), based on the 1.95x exchange ratio in the proposed merger and the closing price of Huntington common stock on July 11, 2025.

Veritex Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Veritex to seven selected major exchange-traded banks headquartered in the U.S. Southwestern region (defined as Colorado, Louisiana, New Mexico, Oklahoma, Texas and Utah) with total assets between $5 billion and $40 billion. Merger targets, ethnic group-focused banks, companies which were savings banks, thrifts or mutuals, companies with fee income to revenue ratios greater than 20% and companies for which research analyst estimates were not publicly available were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the quarter ended March 31, 2025 (“2025Q1”), for the latest twelve (12) months (“LTM”) ended March 31, 2025 or as of March 31, 2025 (except where noted below in the case of Veritex) and market price information as of July 11, 2025. KBW also used 2025 and 2026 earnings per share (“EPS”) estimates taken from publicly available consensus “street estimates” for Veritex and the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in Veritex’s historical financial statements, as a result of the different periods, assumptions and methods used to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Veritex and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of Veritex and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of Veritex and the selected companies:

KBW further compared the above price-to-tangible book value per share multiples, price-to-2025 estimated EPS multiples and price-to-2026 estimated EPS multiples of Veritex and the selected companies with implied transaction multiples for the proposed merger (based on the implied transaction value for the merger of $33.91 per outstanding share of Veritex common stock) of 1.53x Veritex’s tangible book value per share as of March 31, 2025, 15.4x Veritex’s estimated 2025 EPS and 14.3x Veritex’s estimated 2026 EPS.

No company used as a comparison in the above selected companies analysis is identical to Veritex. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Huntington Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Huntington to six (6) selected major exchange-traded U.S. banks with total assets between $100 billion and $250 billion. Merger targets and Northern Trust Corporation (which is focused on asset servicing and wealth management) were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the quarter ended March 31, 2025, for the latest twelve (12) months ended March 31, 2025 or as of March 31, 2025 (except where noted below in the case of Huntington) and market price information as of July 11, 2025. KBW also used 2025 and 2026 EPS estimates taken from publicly available consensus “street estimates” for Huntington and the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in Huntington’s historical financial statements, as a result of the different periods, assumptions and methods used to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Huntington and the selected companies:

KBW’s analysis showed the following concerning the financial condition of Huntington and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of Huntington and the selected companies (excluding the impact of the LTM dividend payout ratio of one (1) of the selected companies, which ratio was considered not meaningful):

No company used as a comparison in the above selected companies analysis is identical to Huntington. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis. KBW reviewed publicly available information related to fourteen (14) selected U.S. bank transactions announced since January 1, 2021 with announced deal values between $1 billion and $3 billion and acquired company LTM return on average assets of not less than 0.0%.

The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction and then publicly available consensus “street estimates” for the acquired company at the announcement of the respective transaction:

KBW also reviewed the price per common share paid for the acquired company for the 12 selected transactions involving publicly traded acquired companies as a premium/(discount) to the closing price of the acquired company one-day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one day market premium). The resulting transaction multiples and premiums for the selected transactions were compared with the corresponding transaction multiples and premiums for the proposed merger based on the implied transaction value for the merger of $33.91 per outstanding share of Veritex common stock and using historical financial information for Veritex as of or for the 12-month period ended March 31, 2025, Huntington’s estimated tangible book value per share as of March 31, 2025, Veritex’s estimated 2026 EPS taken from publicly available consensus “street estimates” for Veritex and the closing prices of Veritex common stock and Huntington common stock on July 11, 2025.

The results of the analysis are set forth in the following table:

No company or transaction used as a comparison in the above selected transaction analysis is identical to Veritex or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of Huntington and Veritex to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments. To perform this analysis, KBW used (i) balance sheet data for Huntington and Veritex as of March 31, 2025, (ii) publicly available consensus “street estimates” for Huntington and Veritex, and (iii) market price information as of July 11, 2025. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Huntington stockholders and Veritex shareholders in the combined company based on the 1.95x exchange ratio provided for in the merger agreement:

Veritex Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of Veritex to estimate a range for the implied equity value of Veritex. In this analysis, KBW used publicly available consensus “street estimates” of Veritex and assumed long-term growth rates for Veritex provided by Veritex management, and KBW assumed discount rates ranging from 12.0% to 14.0%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that Veritex could generate over the period from March 31, 2025 through December 31, 2029 as a standalone company, and (ii) the present value of Veritex’s implied terminal value at the end of such period. KBW assumed that Veritex would maintain a tangible common equity to tangible assets ratio of 9.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Veritex, KBW applied a range of 10.0x to 14.0x Veritex’s estimated 2030 earnings. This dividend discount model analysis resulted in a range of implied values per share of Veritex common stock of $22.11 to $30.04.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Veritex.

Huntington Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of Huntington to estimate a range for the implied equity value of Huntington. In this analysis, KBW used publicly available consensus “street estimates” of Huntington and assumed long-term growth rates for Huntington as discussed with Huntington management, and KBW assumed discount rates ranging from 12.0% to 14.0%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that Huntington could generate over the period from March 31, 2025 through December 31, 2029 as a standalone company, and (ii) the present value of Huntington’s implied terminal value at the end of such period. KBW assumed that Huntington would maintain a common equity tier 1 to risk weighted assets ratio of 10.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Huntington, KBW applied a range of 9.0x to 13.0x Huntington’s estimated 2030 earnings. This dividend discount model analysis resulted in a range of implied values per share of Huntington common stock of $14.63 to $20.28.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Huntington or the pro forma combined company.

Miscellaneous. KBW acted as financial advisor to Veritex in connection with the proposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banks and bank holding companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses (and further to existing sales and trading relationships between a KBW broker-dealer affiliate and each of Veritex and Huntington), may from time to time purchase securities from, and sell securities to, Veritex and Huntington. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Veritex or Huntington for its and their own respective accounts and for the accounts of its and their respective customers and clients.

Pursuant to the KBW engagement agreement, Veritex agreed to pay KBW a cash fee equal to 1.25% of the aggregate merger consideration, $2,000,000 of which became payable to KBW concurrently with Veritex entering

into the merger agreement (subject to the rendering of KBW’s opinion) and the balance of which is contingent upon the closing of the merger. Veritex also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the present engagement, during the two (2) years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to Veritex. During the two (2) years preceding the date of its opinion, KBW provided investment banking and financial advisory services to Huntington and received compensation for such services. KBW acted as a co-manager in connection with debt offerings by Huntington in August 2023, January 2024, November 2024 and February 2025 and received aggregate fees (including underwriting discounts) of approximately $430,000 from Huntington. KBW may in the future provide investment banking and financial advisory services to Veritex or Huntington and receive compensation for such services.

In considering the recommendation of the Veritex board of directors with respect to the merger, Veritex shareholders should be aware that certain of Veritex’s directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders of Veritex generally. The Veritex board of directors was aware of and considered these interests during its deliberations on the merits of the merger and in determining to recommend to Veritex shareholders that they vote for the Veritex merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger. See the sections entitled “The Merger—Background of the Merger” and “The Merger—Veritex’s Reasons for the Merger; Recommendation of Veritex’s Board of Directors” in this proxy statement/prospectus. These interests are described in more detail below, and certain of them are quantified in the narrative and table below. For purposes of the Veritex equity awards and the employment agreements with the Veritex executive officers, the consummation of the merger will be a change of control.

The outstanding Veritex equity awards held by Veritex’s executive officers immediately prior to the effective time will be generally treated in the same manner as those Veritex equity awards held by other employees of Veritex, and in each case, except as described below, will be treated in accordance with the terms and conditions that were applicable to such awards before the effective time. As further described in “The Merger Agreement—Treatment of Veritex Equity Awards,” at the effective time of the merger, each outstanding Veritex equity award granted under Veritex’s equity compensation plans will be treated as follows:

If a Veritex executive officer’s employment is terminated by Veritex without cause or by the executive officer for good reason on or within twenty-four (24) months of a change of control (such a termination, a

“qualifying termination”), any converted restricted stock unit awards in respect of Huntington common stock (i.e., those granted on or after July 13, 2025) will vest in full.

For an estimate of the amounts that would be realized by each of Veritex’s named executive officers in settlement of his or her unvested Veritex equity awards, see “—Merger-Related Compensation for Veritex’s Named Executive Officers” below. The estimated aggregate amount that would be realized by the three (3) executive officers who are not named executive officers in settlement of their unvested Veritex equity awards that were outstanding on July 17, 2025 if the merger was completed on October 1, 2025 is $1,844,802.96. In addition, the estimated aggregate amount that would be realized by the twelve (12) Veritex non-employee directors in settlement of their Veritex equity awards that are outstanding as of July 17, 2025 if the effective time occurred on October 1, 2025 is $1,718,256.54. These amounts are calculated using a price per share of Veritex common stock of $32.34 (the average closing price of Veritex common stock on the first five (5) business days following the announcement of the merger) and, in the case of Veritex restricted stock unit awards with performance-based vesting conditions, assumed target performance. These amounts do not attempt to forecast any additional equity grants, issuances or forfeitures that may occur prior to the closing of the merger. As a result of the foregoing assumptions, which may or may not be accurate on the relevant date, the actual amounts, if any, to be realized by Veritex’s executive officers who are not named executive officers and directors may materially differ from the amounts set forth above.

Veritex is party to employment agreements with the following executive officers: Messrs. Holland, Holford, Karaba, Anderson, Donnelly and McDaniel and Mses. Harper and Renfro.

On April 16, 2021, Veritex entered into an employment agreement with C. Malcolm Holland (the “Holland employment agreement”), its Chief Executive Officer. If Mr. Holland experiences a qualifying termination, he will be entitled to receive the following severance payments and benefits, subject to his execution and non-revocation of a release of claims: (i) an amount equal to thirty-six (36) months of Mr. Holland’s base salary plus a cash payment equal to three (3) times the average annual cash incentive bonus paid to Mr. Holland for the two (2) full calendar years immediately preceding the date that his employment terminates; (ii) an annual cash incentive bonus payment for the year of termination of employment, subject to achievement of the applicable performance criteria relating to payment of such bonus, pro-rated based on the number of days Mr. Holland was employed during the performance year, and (iii) a cash payment equal to eighteen (18) months of the COBRA premium in effect at the time of Mr. Holland’s termination of employment.

The Holland employment agreement also contains three-year post-termination non-competition, non-solicitation and non-recruitment covenants, as well as customary confidentiality, non-disparagement and cooperation covenants.

In addition, the equity award treatment described above under the heading “—Treatment of Outstanding Veritex Equity Awards” will apply.

For an estimate of the amounts that would be payable to Mr. Holland upon a qualifying termination under the Holland employment agreement, see “—Merger-Related Compensation for Veritex’s Named Executive Officers” below.

Veritex entered into employment agreements with Messrs. Holford, Karaba, Anderson, Donnelly and McDaniel and Mses. Renfro on substantially the same form (each an “executive employment agreement”). Pursuant to each executive employment agreement, upon qualifying termination, the executive will be entitled to receive the following severance payments and benefits, subject to execution and non-revocation of a release of claims: (i) an amount equal to 30 months of the executive’s base salary plus a cash payment equal to two and a half (2.5) times the average annual cash incentive bonus paid to the executive for the two (2) full calendar years immediately preceding the date of his or her involuntary termination; (ii) an annual cash incentive bonus payment for the year in which the involuntary termination occurs, subject to achievement of the applicable

performance criteria relating to payment of such bonus, pro-rated based on the number of days the executive was employed during the performance year; and (iii) a cash payment equal to eighteen (18) months of the COBRA premium in effect at the time the executive’s involuntary termination.

Each executive employment agreement also contains thirty (30)-month post-termination non-competition, non-solicitation and non-recruitment covenants, as well as customary confidentiality, non-disparagement and cooperation covenants.

In addition, the equity award treatment described above under the heading “—Treatment of Outstanding Veritex Equity Awards” will apply.

For an estimate of the amounts that would be payable to Messrs. Holford and Karaba and Mses. Harper and Renfro upon a qualifying termination in connection with the merger under their respective employment agreements, see “—Merger-Related Compensation for Veritex Named Executive Officers” below.

The estimated aggregate value of the severance and other benefits described above (other than the equity award vesting, which is quantified above in “—Treatment of Outstanding Veritex Equity Awards”) that would be payable to Veritex’s three (3) executive officers who are not named executive officers (Messrs. Anderson, Donnelly and McDaniel) under their employment agreements with Veritex if the merger were to be completed on October 1, 2025 and each executive officer experienced a change-in-control termination on that date is $4,264,293.69.

Veritex is party to a consulting agreement with Mr. Earley (the “consulting agreement”), the retired Chief Financial Officer of Veritex, dated as of July 1, 2025. Pursuant to the consulting agreement, Mr. Earley provides consulting services to Veritex for a fee $165,000 per year, payable in equal monthly installments. Upon the termination of the consulting agreement by Veritex without cause (which is currently anticipated to occur upon the second vesting date of the retention bonus payable to Mr. Earley under his retention agreement described below in “—Huntington Retention Agreement with Terry S. Earley”), Mr. Earley will be entitled to a lump-sum payment of the fees payable for the remainder of the one (1)-year term.

For an estimate of the amount that would be payable to Mr. Earley upon termination of the consulting agreement by Veritex without cause in connection with the merger, see “—Merger-Related Compensation for Veritex Named Executive Officers” below.

On July 13, 2025, Huntington entered into a letter agreement (a “letter agreement”) with Mr. Holland which sets forth the terms of his service as an advisor to Huntington after the consummation of the merger.

Mr. Holland will serve as an advisor to Huntington as “Chairman of Texas” beginning at the effective time through the third anniversary of the effective time. In consideration of Mr. Holland’s provision of the advisory services and compliance with the restrictive covenants described below, Mr. Holland will be entitled to a lump-sum cash payment of $7.0 million at the effective time and an annual advisory fee equal to $3.5 million for each of the first three (3) twelve (12)-month periods following the effective time, payable semi-annually in arrears. Such amounts (along with certain continued executive-level benefits, reimbursement of annual membership dues at three country clubs and access at Veritex’s expense to a private aircraft for non-business travel, up to fifty (50) hours per calendar year) are the only compensation that Mr. Holland will receive with respect to his service to Huntington and its affiliates following the closing of the merger in any capacity. Upon Mr. Holland’s termination for any reason, he will receive the portion of the advisory fee that is earned but unpaid with respect to any semi-annual period completed prior to the date of termination and reimbursement for reasonable business expenses that are incurred but unreimbursed through the termination date. Upon Mr. Holland’s termination by Huntington for cause or by Mr. Holland without good reason, Mr. Holland is entitled to the pro-rated portion of the advisory fee for the semi-annual period (50% of the advisory fee) in which the date of termination occurs. Upon termination due to death, the advisory fee(s) that Mr. Holland would have earned through the third anniversary of the consummation of the merger will be paid to Mr. Holland’s estate in a lump sum. Upon termination due to disability, Mr. Holland is entitled to the advisory fee(s) payable

on the same schedule as if he had not been terminated, subject to his execution of a release of claims in favor of Huntington and continued compliance with the agreement (including the restrictive covenants contained thereof).

Under the letter agreement, Mr. Holland has agreed to be bound by certain restrictive covenants, including non-competition and non-solicitation covenants, for the five (5)-year period following the closing date of the merger. Mr. Holland will also be subject to indefinite confidentiality covenants.

The letter agreement acknowledges that the termination of Mr. Holland's employment at the effective time will be deemed a “Change-in-Control Termination” under the terms of the Holland employment agreement, as described above in “—Veritex Employment Agreements and Consulting Agreement—Employment Agreement of C. Malcolm Holland” and, in satisfaction of the obligations thereunder, Mr. Holland will be entitled to a severance payment of $5.3 million, a prorated annual bonus for the year in which the closing occurs based on actual performance and the COBRA premium payment provided under such agreement as described above.

On July 13, 2025, in connection with the merger, Huntington entered into a letter agreement (the “retention agreement”) with Mr. Earley, the retired Chief Financial Officer of Veritex who is currently providing transition services to Veritex as a consultant, which sets forth the terms of his service as an advisor to Huntington after the consummation of the merger.

Pursuant to the retention agreement, Mr. Earley will be entitled to a retention bonus in the aggregate amount of $3.5 million, with $1.0 million vesting on the closing date and the remaining $2.5 million vesting on the later of January 31, 2026, and the date that is fifteen (15) days after the date on which the conversion of the banking systems and operations of Veritex is successfully completed, subject to Mr. Earley’s continued compliance with the Earley consulting and retention agreements; provided, that if Mr. Earley’s services are terminated by Huntington without cause (as defined in his consulting agreement) or due to Mr. Earley’s death or disability after the effective time, he shall be entitled to any unpaid portion of the retention bonus.

Under the letter agreement, Mr. Earley has agreed to continue to be bound by certain restrictive covenants, including non-competition and non-solicitation covenants for twelve (12)-months following July 1, 2025, in accordance with Mr. Earley’s employment agreement in effect at the time of his retirement. Mr. Earley is also subject to indefinite confidentiality covenants.

The retention agreement does not affect the payment of the consulting fee to Mr. Earley in connection with the early termination of the consulting period under the terms of the Earley consulting agreement, as described above in “—Veritex Employment Agreements-Consulting Agreement of Terry S. Earley,” which the retention agreement acknowledges will occur upon the second vesting date of the retention bonus.

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Huntington or any of its affiliates (including, after the closing, Veritex) may enter into new individualized compensation arrangements with Huntington. As of the date of this proxy statement, no compensation arrangements between such persons and Huntington and/or its affiliates have been established (other than the letter agreement with Mr. Holland and the retention agreement with Mr. Earley), although Huntington has discussed with certain Veritex executives the possibility of their continued service with Huntington and the potential compensation terms associated therewith. Such compensation terms may include, in addition to the executive's annual compensation opportunity, the payment of all or a portion of the severance amounts that would be due to the executive under his individual agreement with Veritex upon an involuntary termination following a change in control and/or retention awards that vest based on service with Huntington following the closing of the merger.

Under the merger agreement, each present and former director and officer of Veritex or any of its subsidiaries is entitled to continued indemnification and insurance coverage through the combined company for acts or omissions occurring at or prior to the effective time of the merger. For additional information, see “The Merger Agreement—Covenants and Agreements—Director and Officer Indemnification and Insurance” beginning on page 70.

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of Veritex’s named executive officers that is based on or that otherwise relates to the merger. The merger-related compensation payable to these individuals is subject to a non-binding advisory vote of Veritex’s shareholders, as described above in “Veritex Proposals—Proposals 2: Veritex Compensation Proposal.” The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits that each Veritex named executive officer would receive, using the following assumptions:

The calculations in the table below do not include amounts that Veritex’s named executive officers were already entitled to receive or vested in as of the date of this proxy statement/prospectus. In addition, for Mr. Holland, the calculations in the table do not include any amounts that may become payable under the retention agreement with Mr. Holland, as described in the section entitled “—Huntington Letter Agreement with C. Malcolm Holland” and, for Mr. Earley, the calculations in the table do not include any amounts that may become payable after the closing under the letter agreement with Mr. Earley, as described in the section entitled “—Huntington Retention Agreement with Terry S. Earley” as those amounts are, in each case, are contingent upon, and will be paid as compensation for restrictive covenants applicable and services provided to Huntington following the closing. These amounts also do not reflect compensation actions that may occur after the date of this proxy statement/prospectus but before the effective time of the merger, including any additional equity grants, issuances or forfeitures that may occur prior to the closing of the merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

At the effective time, the bylaws of Huntington, as in effect immediately prior to the effective time, will be the bylaws of the combined company until thereafter amended in accordance with applicable law.

Huntington prepares its financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Veritex by Huntington under the acquisition method of accounting in accordance with GAAP. Huntington will be treated as the acquirer for accounting purposes.

To complete the merger and bank merger, Huntington and Veritex need to obtain approvals or consents from, or make filings with, a number of U.S. federal and state bank and other regulatory authorities. Subject to the terms of the merger agreement, Huntington and Veritex have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the requisite regulatory approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. These approvals include, among others, the approval of the merger and bank merger by the Federal Reserve Board and the OCC, respectively. Nothing in the merger agreement will be deemed to require Huntington or Veritex or any of their respective subsidiaries, and neither Huntington nor Veritex nor any

of their respective subsidiaries will be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any permits, consents, approvals and authorizations of governmental entities that would reasonably be likely to have a material adverse effect on the combined company and its subsidiaries, measured on a scale relative to Veritex, after giving effect to the merger (a “materially burdensome regulatory condition”).

The approval of an application means only that the statutory and regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by holders of Veritex common stock in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

Huntington and Veritex believe that the merger does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory or competition authorities will not attempt to challenge the merger or, if such a challenge is made, what the result of such challenge will be.

The merger is subject to approval by the Federal Reserve Board pursuant to section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Federal Reserve Board takes into consideration a number of factors when acting on applications under section 3 of the BHC Act. These factors include the financial and managerial resources of the companies and banks involved (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and future prospects of the combined company. The Federal Reserve Board also considers the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve Board may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

In considering an application under section 3 of the BHC Act, the Federal Reserve Board also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act (the “CRA”), pursuant to which the Federal Reserve Board must also take into account the record of performance of each of Huntington and Veritex in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by their depository institution subsidiaries. In their most recent CRA performance evaluation, Huntington’s wholly owned bank subsidiary, The Huntington National Bank, received an overall regulatory rating of “outstanding,” and Veritex’s wholly owned bank subsidiary, Veritex Community Bank, received an overall regulatory rating of “satisfactory.”

In addition, in connection with an interstate merger transaction, the Federal Reserve Board considers certain additional factors under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”), including the capital position of the acquiring bank holding company, state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws.

The initial filing of the application to the Federal Reserve Board occurred on July 14, 2025.

The merger of Veritex Community Bank with and into The Huntington National Bank requires the prior approval of the OCC under the National Bank Act, the Bank Merger Act, and the Riegle-Neal Act. In evaluating the application, the OCC will consider: (i) the financial and managerial resources of the banks party to the bank merger and the future prospects of the combined company, (ii) the convenience and needs of the community to

be served and the record of the banks under the CRA, including their CRA ratings, (iii) the banks’ effectiveness in combating money-laundering activities, and (iv) the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

Additionally, the OCC considers the capital level of the resulting bank, the conformity of the transaction to applicable law, the purpose of the merger, the impact of the merger on the safety and soundness of the bank, and the effect on the bank’s shareholders, depositors, other creditors and customers. In addition, in connection with an interstate bank merger transaction, such as the bank merger, the OCC considers certain additional factors under the Riegle-Neal Act, including the capital position of the acquiring bank, state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws. Under the Riegle-Neal Act, the OCC may approve an interstate merger transaction only if each constituent bank is adequately capitalized at the time the application for such transaction is filed with the OCC, and the OCC determines that the resulting bank will be well capitalized and well managed upon the consummation of the transaction.

The initial filing of the application to the OCC occurred on July 14, 2025.

The BHC Act, the Bank Merger Act and Federal Reserve Board and OCC regulations require published notice of, and the opportunity for public comment on, the applications to the Federal Reserve and the OCC. These agencies take into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. As part of the review process in merger transactions, the Federal Reserve Board and OCC frequently receive protests from community groups and others. These agencies are also authorized to hold one or more public hearings or meetings if the agencies determine that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the applicable application is under review by these agencies.

In addition to the Federal Reserve Board, the Department of Justice (the “DOJ”) conducts a concurrent competitive review of the merger to analyze the merger’s competitive effects and determine whether the merger would result in a violation of the antitrust laws. Transactions approved under section 3 of the BHC Act generally may not be completed until thirty (30) days after the approval of the applicable federal agency is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than fifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise.

In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board, and, thus, it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained, or as to the conditions or limitations that such DOJ approval may contain or impose.

Notifications and/or applications requesting approval may be submitted to various other U.S. federal and state regulatory authorities and self-regulatory organizations. For example, notice of the transaction was provided to the Texas Department of Banking on July 17, 2025.

Huntington common stock is listed for trading on the NASDAQ under the symbol “HBAN.” Veritex common stock is listed on NASDAQ under the symbol “VBTX.” In the merger, the Veritex common stock currently listed on the NASDAQ will be delisted from such exchange and deregistered under the Exchange Act.

Under the terms of the merger agreement, Huntington will cause the shares of Huntington common stock to be issued in the merger to be approved for listing on the NASDAQ, subject to official notice of issuance, prior to

the effective time. The merger agreement provides that neither Huntington nor Veritex will be required to complete the merger if such shares are not authorized for listing on the NASDAQ, subject to official notice of issuance. Following the merger, shares of Huntington common stock will continue to be listed on the NASDAQ.

Under Section 10.354 of the TBOC, the holders of Veritex common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger. Under Texas law, a shareholder of Veritex has the rights of dissent and appraisal with respect to a fundamental business transaction, defined as a merger, interest exchange, conversion, or sale of all or substantially all assets. However, under Texas law, a shareholder of Veritex may not dissent from a plan of merger or conversion in which there is a single surviving or new Texas entity, or from a plan of exchange, if (a) on the Veritex record date, the shares of Veritex common stock are listed on a national securities exchange or held of record by more than 2,000 shareholders, and (b) the shareholder is not required by the terms of the plan of merger, conversion, or exchange to accept for the shareholder’s ownership interest (i) any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner or (ii) any consideration other than (A) ownership interests, or depository receipts in respect of ownership interests, that, immediately after the effective date of the merger, conversion, or exchange will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are (x) listed on a national securities exchange or authorized for listing on the exchange on official notice of issuance; or (y) held of record by at least 2,000 owners; (B) cash instead of fractional ownership interests the shareholder would otherwise be entitled to receive; or (C) any combination of such ownership interests and cash. The holders of Veritex common stock will receive shares of Huntington common stock as consideration in the merger, which shares are currently listed on the Nasdaq, and are expected to continue to be so listed at the effective time. Accordingly, the holders of Veritex common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.

Since the initial filing on July 21, 2025, of the registration statement of which this proxy statement/prospectus is a part, Veritex, and the Veritex board of directors have received demand letters from purported stockholders of Veritex, generally alleging that the registration statement filed with the SEC on July 21, 2025, omits material information. The shareholders have demanded disclosure of certain additional information pertaining to certain financial projections of Veritex and Huntington, information with respect to KBW's analysis and other requested disclosure. Please see the section of this proxy statement/prospectus titled “Risk Factors—Since the initial filing on July 21, 2025, of the registration statement of which this proxy statement/prospectus is a part, Veritex and the Veritex board of directors have received demand letters from purported stockholders of Veritex, which could result in litigation relating to the merger being filed against, Veritex, the board of directors of Veritex, and/or Huntington and the board of directors of Huntington, and additional demand letters may be received or litigation may be filed against them, which could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Huntington and Veritex” on page 19 of this proxy statement/prospectus for more information. Veritex believes the allegations in the demand letters are without merit.

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the complete text of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We urge you to read the full text of the merger agreement, as it is the legal document governing the merger. This section is not intended to provide you with any factual information about Huntington or Veritex. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Huntington and Veritex make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 110 of this proxy statement/prospectus.

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Huntington and Veritex contained in this proxy statement/prospectus or in the public reports of Huntington or Veritex filed with the SEC may supplement, update or modify the factual disclosures about Huntington and Veritex contained in the merger agreement. The merger agreement contains representations and warranties by Huntington, on the one hand, and by Veritex, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the merger agreement by Huntington and Veritex were qualified and subject to important limitations agreed to by Huntington and Veritex in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure schedules that Huntington and Veritex each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Huntington and Veritex at the time they were made or otherwise and should be read only in conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 110.

Each of Huntington’s and Veritex’s respective board of directors unanimously adopted and approved the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of Veritex with and into Huntington, with Huntington continuing as the surviving corporation in the merger. Immediately following the merger, Veritex Community Bank, a national bank and wholly owned bank subsidiary of Veritex, will merge with and into The Huntington National Bank, a national bank and wholly owned bank subsidiary of Huntington, with The Huntington National Bank as the surviving entity in the bank merger.

Huntington may at any time change the method of effecting the merger if and to the extent requested by Huntington, and Veritex has agreed to enter into such amendments to the merger agreement as Huntington may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment may (i) alter or change the amount or kind of the merger consideration provided for in the merger agreement, (ii) adversely affect the tax treatment of the merger with respect to Veritex’s shareholders or (iii) be reasonably likely to cause the closing of the merger to be materially delayed or the receipt of the requisite regulatory approvals to be prevented or materially delayed.

Each share of Veritex common stock issued and outstanding immediately prior to the effective time, except for shares of Veritex common stock owned by Veritex or Huntington (in each case other than shares of Veritex common stock (i) held in any Veritex benefit plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (ii) held, directly or indirectly, in respect of debts previously contracted), will be converted at the effective time into the right to receive, without interest, 1.95 shares of Huntington common stock.

All of the shares of Veritex common stock converted into the right to receive the merger consideration will no longer be outstanding and will automatically be cancelled and will cease to exist as of the effective time, and each old certificate (which includes reference to book-entry account statements relating to the ownership of shares of Veritex common stock) previously representing any such shares of Veritex common stock will thereafter represent only the right to receive (i) the merger consideration, (ii) cash in lieu of a fractional share which the shares of Veritex common stock represented by such old certificate have been converted into the right to receive pursuant to the terms of the merger agreement and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to the terms of the merger agreement, in each case without any interest thereon. Old certificates previously representing shares of Veritex common stock will be exchanged for certificates or, at Huntington’s option, evidence of shares in book-entry form representing whole shares of Huntington common stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such old certificates pursuant to the terms of the merger agreement, without any interest thereon.

If, prior to the effective time, the outstanding shares of Huntington common stock or Veritex common stock have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there is any extraordinary dividend or extraordinary distribution, an appropriate and proportionate adjustment will be made to the exchange ratio to give the holders of Veritex common stock the same economic effect as contemplated by the merger agreement prior to such event; provided that this will not permit Huntington or Veritex to take any action with respect to its securities that is prohibited by the terms of the merger agreement.

At the effective time, all shares of Veritex common stock that are owned by Veritex or Huntington (in each case other than shares of Veritex common stock (i) held in any Veritex benefit plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (ii) held, directly or indirectly, in respect of debts previously contracted) will be cancelled and will cease to exist, and neither the merger consideration nor any other consideration will be delivered in exchange therefor.

No new certificates or scrip representing fractional shares of Huntington common stock will be issued upon the surrender for exchange of old certificates or otherwise pursuant to the merger agreement, no dividend or distribution with respect to Huntington common stock will be payable on or with respect to any fractional share, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Huntington. In lieu of the issuance of any such fractional share, Huntington will pay to each former holder who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing sale prices of Huntington common stock on the NASDAQ as reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the day preceding the closing date (the “Huntington share closing price”) by (ii) the fraction of a share (after taking into account all shares of Veritex common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of Huntington common stock which such holder would otherwise be entitled to receive pursuant to the merger agreement.

The bylaws of Huntington, as in effect immediately prior to the effective time, will be the bylaws of the combined company until thereafter amended in accordance with applicable law. For a more detailed description of the governing documents of the combined company, see the section entitled “The Merger—Governance of the Combined Company After the Merger” beginning on page 56.

At the effective time, each Veritex stock option with a per-share exercise price that is less than the per-share value of the merger consideration will be cancelled and the holder of such cancelled option will receive an amount in cash equal to the product of the difference between the merger consideration value and the per-share exercise price, multiplied by the number of shares of Veritex common stock subject to the Veritex stock option immediately prior to the effective time. Each Veritex stock option with a per-share exercise price that is equal to or greater than the merger consideration value will be cancelled for no consideration.

At the effective time, each Veritex restricted stock unit award that (a) was granted to an employee of Veritex prior to July 13, 2025 or (b) is held by a non-employee director of Veritex will be cancelled and converted into the right to receive shares of Huntington common stock in an amount equal to the product of the number of shares subject to the Veritex restricted stock unit award immediately prior to the effective time (with any performance goals applicable to the Veritex restricted stock unit award deemed satisfied at the target level of performance) multiplied by the exchange ratio (reduced by the number of shares necessary to satisfy applicable tax withholdings).

At the effective time, each other Veritex restricted stock unit award will be assumed by Huntington and converted into a restricted stock unit award in respect of a number of shares of Huntington common stock (rounded to the nearest whole share) equal to the product of the number of shares of Veritex common stock underlying such Veritex restricted stock unit award immediately prior to the effective time multiplied by the exchange ratio, with the converted award to have the same terms and conditions as were applicable to the Veritex restricted stock unit award prior to the effective time.

Subject to the terms and conditions of the merger agreement, the closing of the merger will take place at 10:00 a.m., New York City time, remotely via the electronic exchange of closing deliveries, on a date no later than three (3) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions precedent set forth in the merger agreement (other than those conditions that by their nature can only be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions), unless another date, time or place is agreed to in writing by Huntington and Veritex (the date on which the closing occurs is referred to as the “closing date”).

On or before the closing date, Huntington will cause to be filed articles of merger with the Maryland State Department of Assessments and Taxation and a certificate of merger with the Texas Secretary of State. The merger will become effective as of the date and time specified in the articles of merger and the certificate of merger in accordance with the relevant provisions of the Maryland General Corporation Law (the “MGCL”) and the TBOC, or at such other date and time as provided by applicable law (such date and time being the “effective time”).

As promptly as practicable after the effective time, but in no event later than ten (10) days thereafter, Huntington will cause the exchange agent to mail to each holder of record of one or more old certificates representing shares of Veritex common stock immediately prior to the effective time that have been converted at the effective time into the right to receive the merger consideration, a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the old certificates will pass, only upon proper delivery of the old certificates to the exchange agent) and instructions for use in effecting the surrender of the old certificates in exchange for certificates representing the number of whole shares of Huntington common stock and any cash in lieu of fractional shares, which the shares of Veritex common stock represented by such old certificate or old certificates will have been converted into the right to receive pursuant to the merger agreement as well as any dividends or distributions to be paid pursuant to the terms of the merger agreement. In the event any old certificate for Veritex common stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such old certificate to be lost, stolen or destroyed and, if required by

Huntington or the exchange agent, the posting by such person of a bond in such amount as Huntington or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such old certificate, the exchange agent will issue in exchange for such lost, stolen or destroyed old certificate the shares of Huntington common stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to the merger agreement.

After the effective time, there will be no transfers on the stock transfer books of Veritex of the shares of Veritex common stock that were issued and outstanding immediately prior to the effective time. If, after the effective time, old certificates representing such shares are presented for transfer to the exchange agent, they will be cancelled and exchanged for new certificates representing shares of Huntington common stock, cash in lieu of fractional shares and dividends or distributions that the holder presenting such old certificates is entitled to, as provided in the merger agreement.

None of Huntington, Veritex, the combined company, the exchange agent or any other person will be liable to any former holder of shares of Veritex common stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

Huntington will be entitled to deduct and withhold, or cause the exchange agent to deduct and withhold, from any cash in lieu of fractional shares of Huntington common stock, cash dividends or distributions payable pursuant to the merger agreement or any other amount payable pursuant to the merger agreement to any holder of Veritex common stock or Veritex equity awards, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or non-U.S. tax law, which taxes will be satisfied by Huntington withholding the number of shares of Huntington common stock necessary to satisfy applicable withholding taxes that would otherwise be issuable to the holder of a Veritex equity award in respect of such Veritex equity award. To the extent that amounts or shares of Huntington common stock, as applicable, are so withheld by Huntington or the exchange agent, as the case may be, and the applicable taxes are paid over to the appropriate governmental authority, the withheld amounts or shares of Huntington common stock will be treated for all purposes of the merger agreement as having been paid or delivered to the holder of Veritex common stock, or Veritex equity awards in respect of which the deduction and withholding was made by Huntington or the exchange agent, as the case may be. Any amounts payable in connection with the closing of the merger with respect to any Veritex equity awards to employee award holders of Veritex and its subsidiaries may be made through the payroll system of the surviving corporation or one of its subsidiaries.

No dividends or other distributions declared with respect to Huntington common stock will be paid to the holder of any unsurrendered old certificate until the holder thereof surrenders such old certificate in accordance with the merger agreement. After the surrender of an old certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Huntington common stock which the shares of Veritex common stock represented by such old certificate have been converted into the right to receive under the merger agreement.

The merger agreement contains representations and warranties made by each of Huntington and Veritex relating to a number of matters, including the following: