Huntington Bancshares Enters Material Definitive Agreement

TL;DR

HBAN signed a big deal, filing shows. Details to come.

AI Summary

On October 26, 2025, Huntington Bancshares Incorporated entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company is headquartered in Columbus, OH, and its fiscal year ends on December 31st.

Why It Matters

This filing indicates a significant new contract or partnership for Huntington Bancshares, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial stability and market position.

Key Players & Entities

• Huntington Bancshares Incorporated (company) — Filer
• October 26, 2025 (date) — Date of earliest event reported
• Columbus, OH (location) — Company Headquarters
• December 31 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — HBANL NASDAQ Common Stock-Par Value $0.01 per Share HBAN NASDAQ Indicate by
• $2.50 — , each share of common stock, par value $2.50 per share, of Cadence ("Cadence Common
• $296,000,000 — ther provides that a termination fee of $296,000,000 will be payable by either Huntington or

Filing Documents

• ef20057903_8k.htm (8-K) — 64KB
• ef20057903_ex2-1.htm (EX-2.1) — 653KB
• image1.jpg (GRAPHIC) — 467KB
• 0001140361-25-039871.txt ( ) — 2305KB
• hban-20251026.xsd (EX-101.SCH) — 5KB
• hban-20251026_def.xml (EX-101.DEF) — 19KB
• hban-20251026_lab.xml (EX-101.LAB) — 30KB
• hban-20251026_pre.xml (EX-101.PRE) — 21KB
• ef20057903_8k_htm.xml (XML) — 10KB

01

Item 1.01. Entry into a Material Definitive Agreement. On October 26, 2025, Huntington Bancshares Incorporated, a Maryland corporation ("Huntington"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Huntington National Bank, a national bank and a wholly owned subsidiary of Huntington ("Huntington National Bank" and, together with Huntington, the "Huntington Parties") and Cadence Bank, a Mississippi-chartered bank ("Cadence"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Cadence will merge with and into Huntington National Bank (the "Merger"), with Huntington National Bank continuing as the surviving bank in the Merger. The Merger Agreement was unanimously approved by the boards of directors of each of Huntington, Huntington National Bank and Cadence. stock, par value $2.50 per share, of Cadence ("Cadence Common Stock") outstanding immediately prior to the Effective Time, including any Cadence restricted stock awards that vest solely as a result of the Merger, and other than certain shares held by Cadence or the Huntington Parties, will be converted into the right to receive 2.475 shares of common stock (the "Exchange Ratio"), par value $0.01 per share, of Huntington ("Huntington Common Stock"). Holders of Cadence Common Stock will receive cash in lieu of fractional shares. In addition, subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of Cadence (the "Cadence Preferred Stock") outstanding immediately prior to the Effective Time, will be automatically converted into the right to receive 1/1000 of a share of a newly created series of preferred stock of Huntington having powers, preferences

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of October 26, 2025, by and among Huntington Bancshares Incorporated, The Huntington National Bank and Cadence Bank.* 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. *Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Huntington Bancshares Incorporated (" Huntington ") and Cadence Bank (" Cadence "), the expected timing of completion of the transaction, and other 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 of 1933, Section

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HUNTINGTON BANCSHARES INCORPORATED Date: October 30, 2025 By: /s/ Marcy C. Hingst Marcy C. Hingst General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR