Huntington Bancshares Inc /Md/ 8-K Filing

FAQ

Key Financial Figures

• $0.01 — HBANL NASDAQ Common Stock-Par Value $0.01 per Share HBAN NASDAQ Indicate by
• $15.86 — on an assumed Huntington stock price of $15.86 per share, to be a fee of approximately
• $42 m — per share, to be a fee of approximately $42 million, $4 million of which became payab
• $4 million — be a fee of approximately $42 million, $4 million of which became payable to KBW with the

Filing Documents

• ef20062000_form8k.htm (8-K) — 70KB
• logo1.jpg (GRAPHIC) — 4KB
• 0001140361-25-046769.txt ( ) — 275KB
• hban-20251229.xsd (EX-101.SCH) — 5KB
• hban-20251229_def.xml (EX-101.DEF) — 19KB
• hban-20251229_lab.xml (EX-101.LAB) — 30KB
• hban-20251229_pre.xml (EX-101.PRE) — 21KB
• ef20062000_form8k_htm.xml (XML) — 10KB

01

Item 8.01. Other Events. As previously disclosed, 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 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 Cadence, Huntington and Huntington National Bank. In connection with the proposed Merger, Huntington filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 on November 13, 2025, as amended on December 1, 2025 and declared effective by the SEC on December 3, 2025, which contained a joint proxy statement of Cadence and Huntington and also constituted a prospectus of Huntington. Huntington and Cadence filed a definitive joint proxy statement/prospectus with the SEC and the Federal Reserve, respectively, on December 3, 2025 (the "joint proxy statement/prospectus"), which Huntington and Cadence first mailed to their respective stockholders on or about December 3, 2025. Huntington and Cadence will each hold a special meeting of stockholders on January 6, 2026 to consider certain proposals related to the Merger Agreement as further described in the joint proxy statement/prospectus. Litigation Related to the Merger Following the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K, two lawsuits challenging the Merger have been filed (each, a "Lawsuit" and, collectively, the "Lawsuits"). The first Lawsuit, captioned Jones v. Cadence Bank et al. (No. 656371/2025), was f

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 29, 2025

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View this 8-K filing on SEC EDGAR