HUNTINGTON BANCSHARES INC /MD/ 8-K

What Happened

• Huntington Bancshares Incorporated (HBAN) reported that it and Cadence Bank executed a Merger Agreement (dated Oct 26, 2025) under which Cadence will merge into The Huntington National Bank, with Huntington National Bank surviving.
• Both Huntington’s and Cadence’s stockholders approved the merger at special meetings held on January 6, 2026, and the filing states that all required regulatory approvals have been received. The parties expect to close the merger on or about February 1, 2026, subject to remaining closing conditions.
• Huntington also announced a debt securities offering on January 23, 2026, and filed Cadence’s audited and interim financial statements plus unaudited pro forma combined financial statements as exhibits in connection with that offering.

Key Details

• Merger Agreement date: October 26, 2025.
• Stockholder approvals: Huntington and Cadence special meetings on January 6, 2026 — both approved the proposals.
• Expected closing: on or about February 1, 2026 (subject to closing conditions).
• Filed exhibits include Cadence’s audited consolidated financials (2024, 2023, 2022), interim Q3 2025 results, unaudited pro forma combined financial statements, and auditor consent from Forvis Mazars, LLP.

Why It Matters

• The merger combines Cadence into Huntington National Bank, which is a material strategic transaction that will affect Huntington’s scale, branch footprint and reported financials once closed.
• Receipt of all required regulatory approvals and stockholder consent reduces execution risk and makes the anticipated early-February closing more likely.
• The related debt offering and the filing of Cadence’s financials and pro forma statements give investors documented financial detail about the acquired business and the combined company’s near-term reported results.
• The filing also includes standard forward-looking disclaimers: expected dates and benefits are subject to risks and remaining closing conditions, so investors should review Huntington’s and Cadence’s SEC filings for full risk disclosures.