Huntington Bancshares Inc /Md/ 8-K Filing

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Key Financial Figures

• $0.01 — HBANL NASDAQ Common Stock-Par Value $0.01 per Share HBAN NASDAQ Indicate by

Filing Documents

• ef20061795_8k.htm (8-K) — 51KB
• ef20061795_ex99-1.htm (EX-99.1) — 22KB
• image00001.jpg (GRAPHIC) — 3KB
• image00002.jpg (GRAPHIC) — 4KB
• image00003.jpg (GRAPHIC) — 9KB
• 0001140361-25-046428.txt ( ) — 296KB
• hban-20251222.xsd (EX-101.SCH) — 5KB
• hban-20251222_def.xml (EX-101.DEF) — 19KB
• hban-20251222_lab.xml (EX-101.LAB) — 30KB
• hban-20251222_pre.xml (EX-101.PRE) — 21KB
• ef20061795_8k_htm.xml (XML) — 10KB

01

Item 8.01. Other Events. On December 22, 2025, Huntington Bancshares Incorporated ("Huntington") and Cadence Bank ("Cadence") issued a joint press release announcing that the Office of the Comptroller of the Currency approved the application of The Huntington National Bank ("Huntington National Bank"), Huntington's wholly owned banking subsidiary, with respect to the previously announced merger (the "Merger") of Cadence with and into Huntington National Bank, with Huntington National Bank continuing as the surviving bank, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 26, 2025, by and among Huntington, Huntington National Bank and Cadence. All required regulatory approvals to complete the Merger have now been received. The closing of the Merger is expected to occur on or about February 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Joint Press Release of Huntington Bancshares Incorporated and Cadence Bank, dated December 22, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document CAUTION REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and other statements that are not historical facts. 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 of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Huntington and Cadence caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks,

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 By: /s/ Marcy C. Hingst Name: Marcy C. Hingst Title: General Counsel and Corporate Secretary Date: December 22, 2025

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