Material Event (Form 8-K)

Item 8.01 Other Events

As previously reported, on July 13, 2025, Huntington Bancshares Incorporated ("Huntington"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Veritex Holdings, Inc. ("Veritex"), pursuant to which Veritex will merge with and into Huntington (the "Merger"), with Huntington surviving the Merger.

In connection with the Merger, Huntington filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 on July 21, 2025, as amended on August 8, 2025, which was declared effective by the SEC on August 12, 2025, and which contained a proxy statement of Veritex and also constituted a prospectus of Huntington. Veritex filed a definitive proxy statement/prospectus with the SEC on August 15, 2025 (the "proxy statement/prospectus"), which Veritex first mailed to Veritex shareholders on or about August 18, 2025.

Following the announcement of the Merger Agreement and as of the date of this Current Report on Form 8-K, the following lawsuits were filed in the Supreme Court of the State of New York and the Circuit Court of the Twentieth Judicial Circuit of Florida by purported stockholders against Veritex, its directors and (in one case) Huntington: Kelly v. Veritex et al. (Sup. Ct. N.Y.); Brady v. Veritex et al. (Sup. Ct. N.Y.); Garfield v. Veritex et al., Case No. 25001156CA (Cir. Ct. Fla.) (together, the "Complaints"). Additionally, Veritex received several demand letters from counsel representing individual purported stockholders of Veritex (collectively, the "Demands" and, together with the Complaints, the "Matters"). The Matters allege, among other things, that Huntington, Veritex and the other named defendants caused a false and misleading registration statement relating to the Merger to be filed with the SEC in violation of certain state securities laws and common law, Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder.

Huntington and Veritex believe that the claims asserted in the Matters are without merit and that supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, and reserving all rights to contest the substantive allegations in the Matters, and the jurisdiction of courts in which the Complaints were filed, the proxy statement/prospectus is being supplemented by this Current Report on Form 8-K. Huntington, Veritex and the other named defendants deny that they have violated any laws or breached any fiduciary duties. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the proxy statement/prospectus. To the contrary, Huntington, Veritex and the other named defendants specifically deny all allegations in the Matters and that any additional disclosure was or is required in the proxy statement/prospectus.