HBAN 8-K Current Reports

Huntington Bancshares 8-K Report, Financial Results (Oct 22, 2026)

Huntington Bancshares Incorporated reported third-quarter 2026 earnings in an 8-K furnished on October 22, 2026, attaching a news release (Exhibit 99.1) and a Quarterly Financial Supplement (Exhibit 99.2). GAAP EPS was $0.33, unchanged from the prior quarter and down from $0.41 a year earlier. Adjusted EPS, which excludes Notable Items (mainly acquisition-related expenses of $117 million pretax), was $0.38, down $0.01 from the prior quarter. Return on average tangible common shareholders' equity (ROTCE) was 14.6%, and adjusted ROTCE was 16.6%, versus 15.1% and 17.5% in the second quarter. Net interest margin rose 4 basis points to 3.25%, and fully-taxable-equivalent net interest income increased $18 million, or 1%, quarter over quarter. Noninterest income fell 8% to $722 million, mainly on lower capital markets fees and unfavorable equity valuation adjustments. Year over year, the results reflect the Cadence and Veritex acquisitions. Average total loans and leases were $188.4 billion, up 39% from the year-ago quarter, and average total deposits were $223.8 billion, up 36%. Noninterest expense was $1.77 billion, and excluding Notable Items it was flat quarter over quarter. Credit quality weakened modestly: nonperforming assets were $1.7 billion, up $110 million from the prior quarter, and net charge-offs were 0.31% of average loans, up from 0.25%. The allowance for credit losses was 1.75% of total loans. Capital remained solid. The preliminary CET1 ratio was 10.1%, up from 10.0%, and the adjusted CET1 ratio was 8.9%. Tangible book value per common share was $9.47, down $0.18 from the prior quarter, largely because higher market interest rates reduced accumulated other comprehensive income. The company repurchased $100 million of common stock in the quarter, bringing year-to-date repurchases to $409 million. Management said it is on track to meet its financial targets.

Oct 22, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Oct 22, 2026)

Huntington Bancshares Incorporated (Nasdaq: HBAN) announced on October 22, 2026 that its Board of Directors declared a quarterly cash dividend on its common stock of $0.155 per common share, unchanged from the prior quarter. The common dividend is payable January 4, 2027, to shareholders of record on December 18, 2026. The Board also declared quarterly cash dividends on six series of non-cumulative perpetual preferred stock, payable January 15, 2027, to holders of record on January 1, 2027. These include the Floating Rate Series B, the 5.625% Series F, the 4.450% Series G, the 4.5% Series H (Nasdaq: HBANP), the 6.875% Series J (Nasdaq: HBANL), and the 6.25% Series K. Per-share and per-depositary-share amounts are stated for each series. Separately, the Board declared a quarterly cash dividend on its 5.50% Series L Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANZ) of $343.75 per share ($0.34375 per depositary share), payable February 19, 2027, to holders of record on February 4, 2027. The filing describes the announcement as a routine capital-return update and includes no financial results. The full press release is attached as Exhibit 99.1, and the company describes itself as a $288 billion asset regional bank holding company.

Oct 22, 2026 8-K

Leadership Changes

Huntington Bancshares 8-K Report, Executive Changes (Sep 24, 2026)

Huntington Bancshares Incorporated filed this Form 8-K dated September 18, 2026 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on September 18, 2026, Helga S. Houston, Senior Executive Vice President of the Company, provided notice of her intent to retire from the Company effective December 31, 2026. The filing is a limited notice of a senior executive retirement. It does not disclose any successor appointment, compensation arrangements, financial results, or other financial figures. The report was signed by Marcy C. Hingst, General Counsel and Secretary, on September 24, 2026. For investors, the principal item is a planned leadership transition at the senior executive level, with a retirement date set for the end of 2026. The filing itself does not describe the reasons for the retirement or any transition plan.

Sep 24, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Sep 18, 2026)

Huntington Bancshares Incorporated filed a Form 8-K dated September 18, 2026 to report that its Board of Directors declared and set aside a quarterly cash dividend on its 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM). The dividend is $356.25 per share, equivalent to $0.35625 per depositary share, payable December 1, 2026, to shareholders of record on November 15, 2026. The filing is narrow in scope. It is a routine capital-return announcement under Item 8.01 (Other Events), and it contains no financial statements, earnings results, or changes to common stock dividends. The details are restated from the attached news release (Exhibit 99.1), which also describes Huntington as a $284 billion asset regional bank holding company headquartered in Columbus, Ohio, operating over 1,400 branches in 21 states. For investors, the main takeaway is confirmation of a scheduled preferred stock distribution on the HBANM series. The filing does not provide information on the company's operating performance, capital position, or outlook.

Sep 18, 2026 8-K

Leadership ChangesExhibits & Filings

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Sep 16, 2026)

Huntington Bancshares Incorporated furnished this Form 8-K under Item 7.01 (Regulation FD) to attach slides, Exhibit 99.1, for the presentation by Chairman and CEO Steve Steinour and CFO Zach Wasserman at the 2026 Barclays Global Financial Services Conference on September 16, 2026. The slides report balances as of June 30, 2026 of $284 billion in assets, $189 billion in loans and $222 billion in deposits, and describe strong organic growth, fee growth and expense and revenue synergies from the CADE and Veritex partnerships. The most important investor content is a revised outlook. Management says that in response to a higher-for-longer rate environment and intensified deposit and loan competition, it has lowered its FY26 net interest income growth outlook to about 35% from 39-43%, and its implied revenue growth outlook to about 34% from about 37%. It also cites lower-than-expected loan volume, including higher CRE and residential paydowns and lower auto production, and revised its net interest margin projection lower. It adopted a more conservative FY27 EPS target range of $1.75 to $1.83 and increased expected share repurchases to $1.3 to $1.4 billion. Offsetting these points, the slides show accelerating fee income growth of about 32% year over year, expense synergies of $435 million in run-rate by 4Q26 with expense synergies described as fully delivered, and revenue synergies expected to be $75 million or more in FY26. The updated FY26 adjusted EPS outlook is $1.52 to $1.54, and adjusted ROTCE is expected to be about 17%. The slides also include forward-looking statement cautions.

Sep 16, 2026 8-K

Huntington Bancshares 8-K Report, Executive Changes (Sep 10, 2026)

Huntington Bancshares Incorporated (HBAN) filed a Current Report on Form 8-K dated September 10, 2026, disclosing a leadership change and related compensation actions under Item 5.02. The Board of Directors unanimously appointed Brantley J. Standridge as President of the Company, effective September 8, 2026, and as President of its wholly owned subsidiary, The Huntington National Bank. He succeeds Stephen D. Steinour in the President role, while Steinour continues as Chairman and Chief Executive Officer of the Company and Chief Executive Officer of the Bank. Standridge, 50, has served as Senior Executive Vice President and President of Consumer and Regional Banking since April 2023, and previously held Senior Executive Vice President of Consumer and Business Banking from April 2022 through March 2023. Before joining Huntington, he was Chief Retail Community Banking Officer at Truist Financial Corporation from December 2019, and earlier served as President of Community Bank Retail and Consumer Finance Businesses at BB&T Corporation starting October 2018. The Joint Human Resources and Compensation Committee approved compensation increases for Standridge effective September 15, 2026: annualized base salary rising from $850,000 to $1,000,000, annual incentive plan target rising from $1,487,500 to $1,850,000 (pro-rated for his time as President during 2026), and long-term incentive plan target rising from $2,762,500 to $4,650,000. The filing includes only the Cover Page Interactive Data File as an exhibit.

Sep 10, 2026 8-K

Huntington Bancshares 8-K Report, Financial Results (Jul 23, 2026)

Huntington Bancshares Incorporated reported net income attributable to Huntington of $727 million, or $0.33 per diluted common share, for the quarter ended June 30, 2026, up $204 million, or 39%, from the prior quarter and $191 million, or 36%, from the year-ago quarter. The results include $152 million of pre-tax Notable Items from acquisition-related expenses. Excluding Notable Items, adjusted EPS was $0.39, and return on average tangible common equity was 15.1%, or 17.5% adjusted for Notable Items. The company completed the systems conversion of Cadence Bank in mid-June, which management described as the last major milestone in the integration. Net interest income rose to $2.05 billion, up 9% from the prior quarter and 40% from the year-ago quarter, and noninterest income reached $785 million, up 15% sequentially and 67% year over year. Growth was driven by the Cadence and Veritex acquisitions, with average total loans and leases of $189.3 billion and average total deposits of $223.4 billion. Net interest margin was 3.21%. Noninterest expense was $1.81 billion, including the Notable Items, and the efficiency ratio was 61.5%. Credit metrics weakened from the prior quarter. Nonperforming assets rose to $1.6 billion, or 0.85% of loans, leases, OREO and other NPAs, compared with 0.72% in the first quarter. Net charge-offs were 0.25% of average loans and leases, and the allowance for credit losses was $3.4 billion, or 1.78% of total loans and leases. The CET1 risk-based capital ratio was an estimated 10.0% at June 30, 2026, down from 10.2% at March 31, 2026, and tangible book value per share was $9.65. Huntington repurchased $159 million of common shares in the quarter.

Jul 23, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Jul 23, 2026)

Huntington Bancshares Incorporated (Nasdaq: HBAN) announced on July 23, 2026 that its Board of Directors declared a quarterly cash dividend on its common stock of $0.155 per share, unchanged from the prior quarter. The common dividend is payable October 1, 2026, to shareholders of record on September 17, 2026. The Board also declared quarterly cash dividends on six series of preferred stock, payable October 15, 2026, to holders of record on October 1, 2026. These cover the Floating Rate Series B, 5.625% Series F, 4.450% Series G, 4.5% Series H (Nasdaq: HBANP), 6.875% Series J (Nasdaq: HBANL), and 6.25% Series K non-cumulative perpetual preferred stocks. Per-share amounts are stated in the filing, with per depositary share equivalents for each series. Separately, the Board declared a quarterly cash dividend of $343.75 per share ($0.34375 per depositary share) on its 5.50% Series L Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANZ), payable November 20, 2026, to holders of record on November 5, 2026. The filing attaches a news release (Exhibit 99.1) announcing the declarations, which describes Huntington as a $284 billion asset regional bank holding company headquartered in Columbus, Ohio.

Jul 23, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Jun 25, 2026)

Huntington Bancshares Incorporated filed a Form 8-K dated June 25, 2026 to report a routine capital-return action: its Board of Directors declared and set aside a quarterly cash dividend on its 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM). The dividend is $356.25 per share, equivalent to $0.35625 per depositary share, and is payable September 1, 2026 to shareholders of record on August 15, 2026. The filing is narrow in scope and reports no financial results, earnings, or changes to operations. The announcement is detailed in Exhibit 99.1, a news release dated June 25, 2026, which is the only supporting document referenced in the filing. For investors, the filing mainly confirms the continued quarterly payment on this non-cumulative preferred issue and sets the key dates for holders. Per the company's boilerplate in the attached release, Huntington is a $285 billion asset regional bank holding company headquartered in Columbus, Ohio.

Jun 25, 2026 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Jun 8, 2026)

Huntington Bancshares Incorporated filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish slides for a presentation by Chief Financial Officer Zach Wasserman and Brant Standridge, President of Consumer and Regional Banking, at the 2026 Morgan Stanley US Financials Conference on June 9, 2026. The slides are furnished as Exhibit 99.1 and are not deemed filed for purposes of Section 18 of the Exchange Act. The presentation reports a $285 billion asset base, $189 billion in loans and $223 billion in deposits as of March 31, 2026. It highlights progress on the Veritex and Cadence partner integrations: Veritex is completed with its $70 million expense synergy run-rate targeted for the second quarter of 2026, and Cadence has a $365 million expense synergy run-rate expected by the fourth quarter of 2026, with system conversion expected in mid-June 2026. Management expects $435 million of run-rate expense synergies by 2027 and more than $500 million of cumulative revenue synergies over three years, with a $300 million-plus run-rate expected by 2028. For fiscal 2025, the slides show GAAP diluted EPS of $1.39 and adjusted EPS of $1.45, an adjusted return on average tangible common shareholders' equity of 16.4% (15.7% before notable items), and tangible book value per share of $9.89, up 19% from $8.33 a year earlier. Management projects FY27 adjusted EPS of $1.90 to $1.93.

Jun 8, 2026 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (May 27, 2026)

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish presentation slides for CEO Steve Steinour's scheduled presentation at the 2026 Sanford Bernstein Strategic Decisions Conference on Thursday, May 28, 2026. The filing itself contains no new earnings results or guidance outside the slides; the slides are furnished, not filed, for purposes of Section 18 of the Exchange Act. The slides present a snapshot as of March 31, 2026 of a bank with $285 billion in assets, $189 billion in loans and $223 billion in deposits across 21 states. Management highlights 2025 organic loan and deposit growth, the completed Veritex partnership (closed October 2025), the Cadence partnership (closed February 2026, with systems conversion expected mid-June 2026), and a cost synergy target of $435 million run-rate by 2027 and revenue synergies of $500 million cumulative by 2028. Reported 2025 metrics include GAAP diluted EPS of $1.39 (adjusted $1.45), GAAP ROTCE of 15.7% (adjusted 16.4%), and tangible book value per share of $9.89, up 19% year over year. Capital and credit metrics on the slides include a CET1 ratio of 10.2% and adjusted CET1 of 9.2% at 1Q26, against a stated operating target range of 9-10%, net charge-offs of 0.26%, and a 2026 buyback expectation of $550 million. The slides also state a 2027 buyback expectation of $1.1 billion to $1.2 billion and FY27E adjusted EPS of $1.90 to $1.93. Management describes its risk posture as aggregate moderate-to-low risk appetite.

May 27, 2026 8-K

Shareholder Matters

Huntington Bancshares 8-K Report, Shareholder Vote Results (Apr 24, 2026)

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K on April 24, 2026, to report the results of its 2026 Annual Meeting of Shareholders held on April 22, 2026. The filing reports only on shareholder voting under Item 5.07; it does not contain financial results, guidance, or other financial information. Shareholders elected all 15 director nominees, including Ann B. Crane, Rafael A. Diaz-Granados, Virginia A. Hepner, John C. Inglis, Katherine M.A. Kline, Richard W. Neu, Kenneth J. Phelan, David L. Porteous, Alice L. Rodriguez, James D. Rollins III, Teresa H. Shea, Roger J. Sit, Stephen D. Steinour, Jeffrey L. Tate, and Gary Torgow. Support for individual nominees varied, with the 'For' vote for Richard W. Neu at 1,416,237,870 and David L. Porteous at 1,388,540,099, compared with 'Against' votes of 140,975,369 and 167,814,613, respectively. Shareholders also approved, on an advisory non-binding basis, the compensation of executives as described in the proxy materials, with 1,407,891,254 votes for and 146,434,626 against. Shareholders ratified the appointment of PwC as the independent registered public accounting firm for 2026, with 1,681,217,483 votes for and 73,468,314 against.

Apr 24, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Apr 23, 2026)

Huntington Bancshares Incorporated (Nasdaq: HBAN) announced on April 23, 2026 that its Board of Directors declared a quarterly cash dividend of $0.155 per common share, unchanged from the prior quarter. The common dividend is payable July 1, 2026, to shareholders of record on June 17, 2026. The Board also declared quarterly cash dividends on six series of preferred stock, payable July 15, 2026, to holders of record on July 1, 2026. These cover the Floating Rate Series B, 5.625% Series F, 4.450% Series G, 4.5% Series H, 6.875% Series J and 6.25% Series K preferred stock, with per-share amounts specified for each series and their depositary shares. A separate quarterly dividend was declared on the 5.50% Series L Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANZ) of $343.75 per share ($0.34375 per depositary share), payable August 20, 2026, to holders of record on August 5, 2026. The filing is a routine capital-return notice furnished under Item 8.01. It describes Huntington as a $285 billion asset regional bank holding company headquartered in Columbus, Ohio, with over 1,400 branches in 21 states, as stated in the accompanying news release (Exhibit 99.1).

Apr 23, 2026 8-K

Huntington Bancshares 8-K Report, Financial Results (Apr 23, 2026)

Huntington Bancshares Incorporated reported first-quarter 2026 net income attributable to Huntington of $523 million, or $0.25 per diluted common share, versus $519 million ($0.30) in the fourth quarter of 2025 and $527 million ($0.34) in the year-ago quarter. Results include $271 million of pre-tax Notable Items, primarily $263 million of acquisition-related expenses. Excluding Notable Items, adjusted EPS was $0.37, unchanged from the prior quarter and up $0.03 from a year ago. Return on average tangible common equity was 11.6%, and the efficiency ratio was 67.2%. The quarter reflects the Cadence Bank partnership, which closed February 1, 2026, and the Veritex conversion completed in mid-January. Average total loans and leases rose $27.6 billion, or 19%, from the prior quarter to $174.2 billion, and average total deposits rose $31.5 billion, or 18%, to $204.6 billion. Net interest income increased $299 million, or 19%, from the prior quarter, and net interest margin rose 9 basis points to 3.24%. Noninterest expense was $1.774 billion, including the acquisition-related costs. Credit quality weakened from the prior quarter but net charge-offs remained at 0.26% of average loans. Nonperforming assets rose to $1.357 billion, or 0.72% of loans, leases, OREO and other NPAs, and nonaccrual loans rose to $1.332 billion. The allowance for credit losses reached $3.368 billion, or 1.78% of total loans and leases. CET1 was estimated at 10.2%, down from 10.4%, and tangible book value per share was $9.55. The Board approved a new $3 billion share repurchase authorization on April 22, 2026, replacing the prior $1 billion authorization, and Huntington repurchased $150 million of shares in the first quarter.

Apr 23, 2026 8-K/A

Exhibits & Filings

Huntington Bancshares 8-K/A Report, Exhibit Filing (Apr 15, 2026)

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K/A to amend its Original Form 8-K from February 2, 2026, adding the audited financial statements of Cadence Bank and unaudited pro forma condensed combined financial information required by Item 9.01. The underlying transaction closed effective February 1, 2026, when Cadence merged into The Huntington National Bank in an all-stock deal under a Merger Agreement dated October 26, 2025. Under the terms, Huntington issued 2.475 shares for each outstanding Cadence common share, and the pro forma filing states Huntington's preliminary purchase consideration was $8,335 million based on a January 30, 2026 share price of $17.48. Cadence's audited statements show total assets of $53.53 billion, total deposits of $44.14 billion, and net loans and leases of $36.75 billion at December 31, 2025. Cadence reported 2025 net income of $544.5 million, net income available to common shareholders of $532.6 million, and diluted EPS of $2.83. The auditor, Forvis Mazars, LLP, issued an unmodified opinion with an emphasis-of-matter paragraph noting the acquisition by Huntington. The pro forma condensed combined balance sheet shows combined total assets of $280.68 billion and goodwill of $9.48 billion at December 31, 2025, with preliminary goodwill from the Cadence transaction of $3.48 billion. The pro forma income statement shows combined 2025 net income of $2.67 billion, and the filing notes the pro forma figures are preliminary, illustrative only, exclude integration costs and synergies, and may change materially as purchase accounting is finalized.

Apr 15, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Mar 30, 2026)

Huntington Bancshares Incorporated, a $279 billion asset regional bank holding company headquartered in Columbus, Ohio, filed a Form 8-K on March 30, 2026 under Item 8.01 (Other Events) to announce quarterly cash dividends on two of its non-cumulative perpetual preferred stock series. The filing is routine in nature and does not report earnings, financial results, or changes to Huntington's common stock dividend or operations. The Board of Directors declared a quarterly cash dividend on the 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM) of $356.25 per share, equivalent to $0.35625 per depositary share, payable June 1, 2026, to shareholders of record on May 15, 2026. The Board also declared a quarterly cash dividend on the 5.50% Series L Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANZ) of $343.75 per share, equivalent to $0.34375 per depositary share, payable May 20, 2026, to shareholders of record on April 30, 2026. The announcement is detailed in Exhibit 99.1, a news release dated March 30, 2026. Because these are non-cumulative preferred instruments, each dividend is payable only if declared by the Board, so investors should view these distributions as Board-dependent rather than guaranteed.

Mar 30, 2026 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Mar 10, 2026)

Huntington Bancshares Incorporated furnished presentation slides under Item 7.01 (Regulation FD Disclosure) for its participation at the 2026 RBC Global Financial Institutions Conference on March 11, 2026. Brant Standridge, President of Consumer and Regional Banking, and Zach Wasserman, Chief Financial Officer, are scheduled to present. The slides are furnished, not filed, and are also posted on the Investor Relations section of Huntington's website. The slides describe Huntington as a super regional bank with a Consumer and Regional Banking franchise in 21 states and a national commercial business. They report FY25 average daily balance loan growth of 13%, average daily balance deposit growth of 18%, and commercial payment revenue growth of 15%. The company states that 1Q26 performance is on track with FY26 guidance, which is unchanged from February 2026. Guidance includes a 4Q26 exit-rate efficiency ratio of about 56% (adjusted below 55%) and a clear glide path to $1.90 to $1.93 EPS in 2027. The company also cites a 2027 goal of 18% to 19% return on average tangible common shareholders' equity (ROTCE). The presentation attributes near-term earnings growth largely to integration of recent acquisitions, including CADE and VBTX. It lists expense synergies of $365 million run-rate by 4Q26 for CADE and $70 million run-rate by 2Q26 for VBTX, and revenue synergies of $300 million or more run-rate by 2028. FY25 GAAP diluted EPS was $1.39 and adjusted EPS was $1.45, with FY25 ROTCE of 15.7% (16.4% adjusted). Management highlights share repurchases and tangible book value accretion as capital return priorities.

Mar 10, 2026 8-K

Leadership ChangesAcquisitions & DispositionsShareholder Matters+3

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Feb 9, 2026)

Huntington Bancshares Incorporated ("Huntington") filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish presentation slides for its participation at the 2026 UBS Financial Services Conference on Tuesday, February 10, 2026, where Chairman, President and CEO Steve Steinour and CFO Zach Wasserman are scheduled to present. The filing itself contains no new financial results; the substance is in Exhibit 99.1, which the filing states are presentation slides furnished, not filed, for purposes of Section 18 of the Exchange Act. The slides highlight 2025 results: adjusted EPS of $1.45 (up 16%, against GAAP EPS of $1.39, up 14%), revenue (FTE) of $8,231 million, adjusted operating leverage of 2.9%, a net charge-off ratio of 0.23%, tangible book value per share growth of 19% to $9.89, and adjusted ROTCE of 16.4%. Management guides to 2026 revenue of $11.3 billion to $11.4 billion on a pro forma basis including Cadence, a pro forma noninterest expense range of $6.4 billion to $6.6 billion, and expected 2027 EPS of $1.90 to $1.93, with an ROTCE target of 18% to 19% and an efficiency ratio of about 53%. The slides also reference the pending and recent acquisitions of Veritex (VBTX), Cadence (CADE) and Janney, including expected cost synergies (for example, $435 million run-rate by 2027 and more than $500 million cumulative over three years) and purchase accounting accretion expected to reduce pre-tax net income by $59 million in FY26 and $52 million in FY27. Investors should weigh the synergy and integration assumptions against the stated forward-looking statement risks, which include integration problems, deposit outflows and regulatory changes.

Feb 9, 2026 8-K

Huntington Bancshares 8-K Report, Acquisition Completed (Feb 2, 2026)

On February 1, 2026, Huntington Bancshares Incorporated (HBAN) completed its previously announced acquisition of Cadence Bank, a Mississippi-chartered bank, under the Agreement and Plan of Merger dated October 26, 2025. Cadence merged into The Huntington National Bank, which continues as the surviving bank. Each Cadence common share was converted into 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares. The total aggregate consideration was approximately 462 million Huntington common shares. Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock was converted into depositary shares representing interests in Huntington's new 5.50% Series L Non-Cumulative Perpetual Preferred Stock, with 6,900 preferred shares issued and 6,900,000 depositary shares outstanding. The filing also reports that Huntington's board expanded to 15 directors, with three former Cadence directors appointed: James D. Rollins III, Virginia A. Hepner and Alice Rodriguez. Rollins will serve as non-employee Vice Chairman for a three-year term, receive a $10 million lump-sum payment at the Effective Time, and serve as an advisor reporting to the CEO under an annual cash fee arrangement. According to the accompanying press release, the combined company has approximately $279 billion in assets, $221 billion in deposits and $187 billion in loans based on December 31, 2025 balances, with nearly 1,400 branches across 21 states. Cadence customer accounts are expected to be converted to Huntington's systems in mid-2026. Financial statements of the acquired business and pro forma financial information will be filed by amendment.

Feb 2, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Jan 28, 2026)

Huntington Bancshares Incorporated (HBAN) issued and sold two series of debt securities on January 28, 2026 under its Registration Statement on Form S-3ASR (File No. 333-285441). The Company sold $1,000,000,000 aggregate principal amount of 4.623% Fixed-to-Floating Rate Senior Notes due 2032 and $750,000,000 aggregate principal amount of 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041. The notes were sold under an underwriting agreement dated January 23, 2026 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Huntington Securities, Inc. acting on behalf of the underwriters. The Senior Notes were issued under a Senior Debt Securities Indenture dated December 29, 2005, as supplemented by a Fifth Supplemental Indenture dated August 21, 2023 and a Ninth Supplemental Indenture dated January 28, 2026. The Subordinated Notes were issued under a Subordinated Debt Securities Indenture dated December 29, 2005, as supplemented by a Fourth Supplemental Indenture dated January 28, 2026. The Bank of New York Mellon Trust Company, N.A. serves as trustee for both indentures. The filing is primarily a disclosure of the note issuance and related documentation. It attaches the indentures, the forms of notes, and legal opinions from Venable LLP and Wachtell, Lipton, Rosen & Katz, and it incorporates these exhibits into the Company's registration statement. The descriptions in the filing are qualified in their entirety by the exhibits, which the filing identifies as the authoritative terms.

Jan 28, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Jan 23, 2026)

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K on January 23, 2026 to report that all required regulatory approvals for its merger with Cadence Bank have now been received. Under the Merger Agreement dated October 26, 2025, Cadence will merge into The Huntington National Bank, which will continue as the surviving bank. Both companies' stockholders approved the merger proposals at special meetings held on January 6, 2026, and closing is expected on or about February 1, 2026, subject to remaining closing conditions. The filing also accompanies a Huntington debt securities offering announced the same day. In connection with that offering, Huntington furnished Cadence's audited consolidated financial statements for 2024, 2023 and 2022, Cadence's unaudited interim financial statements as of and for the periods ended September 30, 2025, and unaudited pro forma condensed combined financial statements of the two companies. The pro forma balance sheet, as of September 30, 2025, shows combined total assets of $264,892 million, and the pro forma income statements show combined net income of $2,271 million for the nine months ended September 30, 2025 and $2,601 million for the year ended December 31, 2024. The pro forma statements are preliminary and illustrative, and the filing states they do not reflect integration costs or anticipated cost savings. The filing states that the Cadence financial statements were previously disclosed in Cadence's reports filed with the Federal Reserve and that this 8-K does not modify Huntington's own financial statements in its 10-K or 10-Q. Under the Merger Agreement, Cadence common shareholders will receive 2.475 shares of Huntington common stock for each Cadence share, and the pro forma preliminary goodwill estimate is $3,525 million.

Jan 23, 2026 8-K

Huntington Bancshares 8-K Report, Corporate Update (Jan 22, 2026)

Huntington Bancshares Incorporated announced on January 22, 2026 that its Board of Directors declared a quarterly cash dividend of $0.155 per common share, unchanged from the prior quarter. The common stock dividend is payable April 1, 2026, to shareholders of record on March 18, 2026. This is a routine capital-return disclosure rather than a change in the company's dividend policy. The Board also declared quarterly cash dividends on six series of preferred stock: Floating Rate Series B, 5.625% Series F, 4.450% Series G, 4.5% Series H, 6.875% Series J, and 6.25% Series K. All six preferred dividends are payable April 15, 2026, to shareholders of record on April 1, 2026. Per-share and per-depositary-share amounts are stated for each series in the filing. The filing furnishes a news release as Exhibit 99.1 under Item 8.01 (Other Events). That release describes Huntington as a $225 billion asset regional bank holding company headquartered in Columbus, Ohio, with more than 1,000 branches in 14 states.

Jan 22, 2026 8-K

Shareholder MattersOther EventsExhibits & Filings

Huntington Bancshares 8-K Report, Financial Results (Jan 22, 2026)

Huntington Bancshares Incorporated reported net income attributable to Huntington of $519 million, or $0.30 per diluted common share, for the fourth quarter of 2025, a decrease of $110 million from the prior quarter and $11 million from the year-ago quarter. Results include $130 million of pre-tax notable items, primarily $154 million of acquisition-related expenses, partly offset by a $24 million FDIC DIF special assessment benefit. Adjusted EPS, a non-GAAP measure, was $0.37. Return on average assets was 0.93%, return on average common equity was 8.9%, and return on average tangible common equity was 12.7%. Growth was driven by the Veritex partnership, which closed October 20, 2025 and was integrated January 19, 2026. Net interest income rose $86 million, or 6%, from the prior quarter and $197 million, or 14%, from the year-ago quarter, with net interest margin reaching 3.15%. Average total loans and leases increased 8% from the prior quarter to $146.6 billion and 14% year over year, with average commercial loans up 21% year over year. Credit metrics were mixed: the net charge-off ratio was 0.24%, but nonperforming assets rose to $945 million, a 0.63% ratio, with nonaccrual loans up $123 million from the prior quarter. The CET1 ratio was an estimated 10.4%, down from 10.6%, and the tangible common equity ratio rose to 7.1%. Tangible book value per share reached $9.89. The filing also highlights the pending partnership with Cadence Bank, with closing anticipated February 1, 2026 following regulatory and shareholder approvals. Management's outlook emphasizes organic growth in 2026, citing strong momentum, robust backlogs, and pipeline.

Jan 22, 2026 8-K

Huntington Bancshares 8-K Report, Shareholder Vote Results (Jan 6, 2026)

Huntington Bancshares Incorporated (Nasdaq: HBAN) held a special meeting of shareholders on January 6, 2026, to consider proposals related to its pending merger with Cadence Bank under the Agreement and Plan of Merger dated October 26, 2025. Under the merger agreement, Cadence will merge with and into The Huntington National Bank, with Huntington National Bank as the surviving bank. Of the 1,574,803,152 shares of common stock outstanding as of the November 28, 2025 record date, 1,205,416,564 shares, approximately 77%, were present virtually or by proxy, constituting a quorum. Huntington shareholders approved the share issuance proposal, with 1,198,695,370 votes for, 4,655,051 against, and 2,066,143 abstaining. The votes in favor represented approximately 99% of all votes cast on that proposal. The adjournment proposal also passed, with 1,145,350,513 votes for, 58,155,900 against, and 1,190,151 abstaining. Because the share issuance proposal received sufficient votes, the meeting was not adjourned. In a joint press release issued the same day, Huntington and Cadence announced that both companies' shareholders approved the transaction. The companies stated that the transaction is expected to close on February 1, 2026, subject to the satisfaction or waiver of remaining customary closing conditions in the merger agreement.

Jan 6, 2026 8-K

Other Events

Huntington Bancshares 8-K Report, Corporate Update (Dec 29, 2025)

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K on December 29, 2025, to supplement the joint proxy statement/prospectus for its proposed merger with Cadence Bank. Under the October 26, 2025 Merger Agreement, Cadence will merge into The Huntington National Bank, which will be the surviving bank. Both companies' boards unanimously approved the agreement, and each will hold a special stockholder meeting on January 6, 2026 to consider the merger proposals. The filing states that two lawsuits (Jones v. Cadence Bank et al., filed December 10, 2025, and Parshall v. Cadence Bank et al., filed December 11, 2025, both in New York Supreme Court) and demand letters from purported Cadence shareholders allege disclosure deficiencies in the joint proxy statement/prospectus. Huntington and Cadence deny these allegations and state that the claims lack merit, but they are supplementing the proxy materials to reduce the risk of delay and the costs of litigation. The supplemental disclosures cover the Cadence board background, the financial advisor's (KBW) valuation analyses and selected company and transaction multiples, the discount rates used in the dividend discount model analyses, and KBW's fee. KBW's fee is estimated at approximately $42 million, based on an assumed Huntington stock price of $15.86 per share, with $4 million payable upon rendering its opinion and the balance contingent on closing.

Dec 29, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Dec 23, 2025)

Huntington Bancshares Incorporated (Nasdaq: HBAN) reported in this Form 8-K, filed December 23, 2025, that the Office of the Comptroller of the Currency approved the application of The Huntington National Bank, its wholly owned banking subsidiary, for the previously announced merger of Cadence Bank with and into The Huntington National Bank. The Huntington National Bank will continue as the surviving bank. The approval was announced in a joint press release dated December 22, 2025, which is filed as Exhibit 99.1. The filing states that all required regulatory approvals to complete the merger have now been received. The closing is expected on or about February 1, 2026, subject to satisfaction or waiver of the remaining closing conditions in the Merger Agreement dated October 26, 2025. The press release also notes that the merger is subject to receipt of shareholder approvals. The filing describes Huntington as a $223 billion asset regional bank holding company and Cadence as a $53 billion regional bank. The 8-K also incorporates extensive forward-looking statement cautions and additional information about the transaction. Huntington filed a Form S-4 (File No. 333-291486) on November 13, 2025, amended December 1, 2025, and declared effective December 3, 2025. The transaction remains subject to shareholder votes at both companies, and the filing identifies dilution from Huntington's share issuance as a risk factor.

Dec 23, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Dec 12, 2025)

Huntington Bancshares Incorporated filed this Form 8-K on December 12, 2025 under Item 8.01 (Other Events) to report that its Board of Directors declared and set aside a quarterly cash dividend on its 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM). The dividend is $356.25 per share, equivalent to $0.35625 per depositary share, payable March 2, 2026, to shareholders of record on February 15, 2026. The filing is a routine preferred stock dividend announcement with no reported changes to Huntington's financial results, operations, or management. The full details are contained in the attached press release, Exhibit 99.1, which is titled "Huntington Bancshares Incorporated Declares Cash Dividend On Its Series I Preferred Stock." That release describes Huntington as a $223 billion asset regional bank holding company headquartered in Columbus, Ohio, operating over 1,000 branches in 14 states. For investors, the key takeaway is that the preferred dividend is declared and scheduled, and that the Series I preferred is non-cumulative, meaning unpaid dividends do not accrue. The filing also lists the company's other preferred depositary shares (Series H and Series J) on the cover page, but it does not report any dividend action on those series.

Dec 12, 2025 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Dec 9, 2025)

Huntington Bancshares Incorporated (HBAN) filed a Form 8-K under Item 7.01 (Regulation FD Disclosure) furnishing presentation slides for its participation at the 2025 Goldman Sachs Financial Services Conference on December 10, 2025. CEO Steve Steinour and CFO Zach Wasserman are scheduled to present. The slides are furnished, not filed, and are provided as Exhibit 99.1. The presentation centers on the pending transaction with Cadence Bank. Huntington describes the combined franchise as having $276 billion in assets, $220 billion in deposits, and $184 billion in loans and leases, spanning 21 states with 11 branches' footprint as stated in the slides. The company reports a last-twelve-months return on average tangible common shareholders' equity (ROTCE) of 16.7% and tangible book value per share of $9.54 at September 30, 2025, up 10.3% from September 30, 2024. It also reiterates a 2027 goal of 18% to 19% ROTCE and a medium-term target of 6% to 9% pre-provision net revenue (PPNR) compound annual growth with positive operating leverage. The 8-K also updates 2025 guidance, including a net charge-off range of 20 to 30 basis points and an effective tax rate of 17.5% to 18%. The filing also discloses that Huntington's Form S-4 for the Cadence transaction was declared effective on December 3, 2025, and that joint proxy statements/prospectuses were filed. The transaction remains subject to shareholder approval and regulatory approvals, and the slides anticipate closing in the first quarter of 2026. Investors should review the proxy materials and the risk factors cited in the filing.

Dec 9, 2025 8-K

Material AgreementsExhibits & Filings

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Dec 1, 2025)

On October 26, 2025, Cadence Bank entered into a merger agreement with Huntington Bancshares Incorporated and The Huntington National Bank, under which Cadence will merge with and into Huntington National Bank. This Form 8-K furnishes Cadence documents, including its 2024 Form 10-K, 2025 Forms 10-Q for the quarters ended March 31, June 30 and September 30, prior Cadence 8-Ks, its proxy statement, and merger-related communications, which Huntington states it will incorporate into an amended Form S-4 and joint proxy statement/prospectus filed with the SEC. The merger agreement provides that each Cadence common share will convert into 2.475 shares of Huntington common stock, and each Cadence 5.50% Series A Non-Cumulative Perpetual Preferred Share will convert into 1/1000 of a share of a newly created Huntington preferred series. The agreement contains a termination fee of $296,000,000 payable under certain circumstances. Completion is subject to shareholder approvals, regulatory approvals including the Office of the Comptroller of the Currency, and an effective Form S-4. Huntington's integration materials state the combination is expected to close in the first quarter of 2026, with conversion in the second quarter of 2026. The furnished Cadence financials show total assets of $53.28 billion at September 30, 2025, up from $47.02 billion at December 31, 2024, with growth attributed in the filings to the FCB Financial and Industry Bancshares acquisitions completed in May and July 2025. Net income for the nine months ended September 30, 2025 was $397.7 million, compared with $390.9 million a year earlier. Merger expense for the nine months was $22.3 million. The filing also includes Cadence's 2025 shareholder meeting results and a share repurchase program of up to 10,000,000 shares, subject to Federal Reserve approval and expiring December 31, 2025.

Dec 1, 2025 8-K

Huntington Bancshares 8-K Report, Material Agreement (Oct 30, 2025)

On October 26, 2025, Huntington Bancshares Incorporated (HBAN) entered into an Agreement and Plan of Merger with The Huntington National Bank and Cadence Bank, a Mississippi-chartered bank. Under the agreement, Cadence will merge into Huntington National Bank, which will continue as the surviving bank. The merger was unanimously approved by the boards of Huntington, Huntington National Bank and Cadence. Each share of Cadence common stock will be converted into the right to receive 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares. Each share of Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock will convert into the right to receive 1/1000 of a share of a newly created series of Huntington preferred stock, or depositary shares in respect thereof. Cadence equity awards will convert into Huntington equity awards on adjusted terms. Three current Cadence directors will join Huntington's board, one of whom will be James D. Rollins III, Cadence's Chairman and CEO. Huntington will also maintain the Cadence Bank Foundation and dedicate its funds to community development and civic and charitable activities within Cadence's footprint. Completion is subject to shareholder approvals at both companies, NASDAQ listing authorization, regulatory approvals including from the Office of the Comptroller of the Currency, effectiveness of a Form S-4 registration statement, and a tax opinion that the merger qualifies as a reorganization under Section 368(a) of the Internal Revenue Code. A termination fee of $296,000,000 is payable by either Huntington or Cadence under certain circumstances.

Oct 30, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Oct 27, 2025)

Huntington Bancshares Incorporated (Nasdaq: HBAN) announced on October 27, 2025 that it has entered into a definitive Agreement and Plan of Merger, dated October 26, 2025, under which Cadence Bank will merge with and into The Huntington National Bank, with Huntington National Bank continuing as the surviving bank. The filing furnishes a joint press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Regulation FD, neither of which is deemed filed under Section 18 of the Exchange Act. According to the press release, Cadence is a $53 billion regional bank with more than 390 locations across Texas and the South. Huntington describes the combination as creating a top 10 bank with assets of $276 billion and deposits of $220 billion, and as giving it a presence in high-growth markets including Houston, Dallas, Fort Worth, Austin, Atlanta, Nashville, Orlando and Tampa. Huntington states it intends to maintain Cadence's branch network with no branch closures, and that Cadence branches will operate under the Huntington Bank name following a conversion expected in the second quarter of 2026. The consideration is entirely in stock: Huntington will issue 2.475 shares for each outstanding Cadence share. Based on Huntington's $16.07 closing price on October 24, 2025, this implies $39.77 per Cadence share and an aggregate transaction value of $7.4 billion. The companies expect the deal to be 10% accretive to Huntington's earnings per share, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share, with earn-back in three years including merger expenses. Closing is expected in the first quarter of 2026, subject to regulatory approvals and shareholder approvals of both companies.

Oct 27, 2025 8-K

Huntington Bancshares 8-K Report, Financial Results (Oct 20, 2025)

On October 20, 2025, Huntington Bancshares Incorporated (HBAN) completed its previously announced acquisition of Veritex Holdings, Inc., a Texas corporation, under the Agreement and Plan of Merger dated July 13, 2025. Veritex merged into Huntington, with Huntington as the surviving corporation, and Veritex Community Bank merged into The Huntington National Bank, which continues as the surviving bank. Each Veritex common share was converted into the right to receive 1.95 shares of Huntington common stock, with cash paid in lieu of fractional shares. Under the merger terms, Veritex stock options were cashed out if in the money and cancelled for no consideration if not, and outstanding Veritex restricted stock unit awards converted into Huntington shares based on the exchange ratio, with performance conditions deemed achieved at target. The accompanying press release, filed as Exhibit 99.1, states that the combined company has approximately $223 billion in assets, $176 billion in deposits and $148 billion in loans based on September 30, 2025 balances. The press release describes the deal as expanding Huntington's presence in Dallas-Fort Worth and Houston. Veritex's 31 Texas branches bring Huntington's network to more than 1,000 branches, and Huntington plans to maintain and grow that branch network. Veritex customer accounts are scheduled to convert to Huntington's systems in the first quarter of 2026.

Oct 20, 2025 8-K

Huntington Bancshares 8-K Report, Financial Results (Oct 17, 2025)

Huntington Bancshares Incorporated reported net income of $629 million, or $0.41 per common share, for the third quarter ended September 30, 2025, up $93 million, or 17%, from the prior quarter and $112 million, or 22%, from the year-ago quarter. Results were driven by net interest income of $1,506 million, up $39 million, or 3%, from the prior quarter and $155 million, or 11%, from the year-ago quarter, and noninterest income of $628 million, up $157 million, or 33%, from the prior quarter. Excluding notable items, EPS was higher by $0.05 from the prior quarter and $0.07 from the year-ago quarter. Average total loans and leases grew $11.4 billion, or 9%, year over year to $135.9 billion, led by commercial loans, and average total deposits rose $8.3 billion, or 5%, to $164.8 billion. Credit metrics were stable. Net charge-offs were 0.22% of average total loans and leases, 2 basis points higher than the prior quarter, and the nonperforming asset ratio was 0.60%. The allowance for credit losses was $2.6 billion, or 1.86% of total loans and leases. Capital improved, with the CET1 ratio at an estimated 10.6% compared to 10.5% in the prior quarter, and tangible book value per share rose to $9.54, up 10% from a year ago. The company also noted that its combination with Veritex Holdings, Inc. was scheduled for October 20, 2025. The filing is a furnished Form 8-K attaching the third-quarter earnings news release and the Quarterly Financial Supplement. The news release notes that the quarter's results included a $24 million gain on the sale of a portion of a corporate trust and custody business and $14 million of Veritex acquisition-related expenses.

Oct 17, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Oct 17, 2025)

Huntington Bancshares Incorporated announced on October 17, 2025 that its Board of Directors declared a quarterly cash dividend of $0.155 per common share, unchanged from the prior quarter. The common stock dividend is payable January 2, 2026, to shareholders of record on December 18, 2025. The Board also declared quarterly cash dividends on six series of its preferred stock, all payable January 15, 2026, to shareholders of record on January 1, 2026. These include the Floating Rate Series B ($17.16537324 per share, or $0.429134300 per depositary receipt share), the 5.625% Series F ($1,406.25 per share, or $14.0625 per depositary share), the 4.450% Series G ($1,112.50 per share, or $11.1250 per depositary share), the 4.5% Series H ($11.25 per share, or $0.28125 per depositary share), the 6.875% Series J ($17.19 per share, or $0.42975 per depositary share), and the 6.25% Series K ($2,152.78 per share, or $21.528 per depositary share). The filing is a routine capital-return announcement under Item 8.01 (Other Events). It describes Huntington as a $210 billion asset regional bank holding company headquartered in Columbus, Ohio, and it attaches the related news release as Exhibit 99.1.

Oct 17, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Oct 3, 2025)

Huntington Bancshares Incorporated (Nasdaq: HBAN) and Veritex Holdings, Inc. (Nasdaq: VBTX) announced on October 3, 2025 that the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency have approved the proposed merger of Veritex with and into Huntington, with Huntington continuing as the surviving corporation, along with the merger of Veritex Community Bank into The Huntington National Bank. The filing states that all required regulatory approvals to complete the Mergers have now been received. The closing of the Mergers is expected to occur on October 20, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions in the Merger Agreement dated July 13, 2025. Veritex shareholders approved the transaction at a special meeting held on September 22, 2025. The filing is largely procedural: it confirms that regulatory clearance has been obtained and sets an expected closing date, while the joint press release (Exhibit 99.1) describes Huntington as a $208 billion asset regional bank holding company with 971 branches in 13 states. The filing also carries standard forward-looking statement cautions, including risks around closing conditions, integration, and dilution from the issuance of Huntington shares.

Oct 3, 2025 8-K

Shareholder MattersCorporate ChangesOther Events+1

Huntington Bancshares 8-K Report, Corporate Update (Sep 12, 2025)

Huntington Bancshares Incorporated filed this Form 8-K on September 12, 2025 to report a board declaration of a quarterly cash dividend on its 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM). The Board declared and set aside a dividend of $356.25 per share, equivalent to $0.35625 per depositary share, payable December 1, 2025, to shareholders of record on November 15, 2025. The filing is a routine disclosure under Item 8.01 (Other Events). It does not report financial results, changes in operations, or other material developments. The announcement is detailed further in Exhibit 99.1, a news release dated September 12, 2025, which also describes Huntington as a $208 billion asset regional bank holding company headquartered in Columbus, Ohio, operating 971 branches in 13 states. For investors, the key takeaway is the scheduled income payment to holders of the HBANM preferred depositary shares. The filing does not discuss common stock dividends, earnings, or capital actions beyond this preferred dividend.

Sep 12, 2025 8-K

Huntington Bancshares 8-K Report, Rights Modification (Sep 11, 2025)

On September 10, 2025, Huntington Bancshares Incorporated filed articles supplementary to its charter with the Maryland State Department of Assessments and Taxation, establishing a new series of serial preferred stock, the 6.250% Series K Non-Cumulative Perpetual Preferred Stock, with a $100,000 per share liquidation preference. The filing states that 750,000 depositary shares, each representing a 1/100th interest in a share of Series K Preferred Stock, were sold under an underwriting agreement dated September 9, 2025, with BofA Securities, Citigroup Global Markets, Goldman Sachs & Co. LLC, Huntington Securities and RBC Capital Markets acting as representatives of the underwriters. The Corporation closed the public offering on September 11, 2025. The Articles Supplementary authorize 7,500 shares of the new series. The Series K Preferred Stock ranks on parity with the company's existing Series B, F, G, H, I and J preferred stock and senior to its common stock and other junior securities. Dividends are non-cumulative and accrue at 6.250% per annum from issuance until October 15, 2030, payable quarterly beginning January 15, 2026. From October 15, 2030, the rate resets to the five-year treasury rate plus 2.653%. If dividends are not paid in full for at least six quarterly periods, holders may elect two directors. Dividend non-payment would restrict the company from declaring dividends on or repurchasing common stock or other junior securities during the following dividend period. The Series K Preferred Stock has no maturity date and is perpetual. The company may redeem it in whole or in part on or after October 15, 2030, or in whole within 90 days following a Regulatory Capital Treatment Event, at $100,000 per share ($1,000 per depositary share), subject to Federal Reserve approval. Holders have no redemption right and generally no voting rights, except for certain fundamental changes.

Sep 11, 2025 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Sep 8, 2025)

Huntington Bancshares Incorporated (HBAN) filed a Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish presentation slides for a conference appearance. The company will participate at the 2025 Barclays Global Financial Services Conference on Monday, September 8, 2025, where Zach Wasserman, Chief Financial Officer, and Brant Standridge, President of Consumer and Regional Banking, are scheduled to present to analysts and investors. The slides are attached as Exhibit 99.1 and are also available in the Investor Relations section of the company's website. The slides include a branch expansion plan: 10 branches (6 in Greenville and 4 in Spartanburg) are planned over the next 30 months, and a King Street branch is scheduled to open in December 2025. The filing contains no financial results, earnings figures, or guidance in its text. The slides are furnished, not filed, so they are not deemed filed for purposes of Section 18 of the Exchange Act and are not incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced.

Sep 8, 2025 8-K

Huntington Bancshares 8-K Report, Financial Results (Jul 18, 2025)

Huntington Bancshares Incorporated reported second-quarter 2025 net income of $536 million, or $0.34 per common share, up $9 million from the prior quarter and up $62 million from the year-ago quarter. The quarter included a $58 million pre-tax loss from a securities repositioning, which the filing says reduced EPS by $0.04, along with Notable Items that decreased pre-tax earnings by $3 million. Net interest income rose $41 million from the prior quarter to $1.47 billion, and net interest margin expanded to 3.11%. Average total loans and leases reached $133.2 billion, growing 8% from the year-ago quarter, with commercial loans up 10% and consumer loans up 6%. Average total deposits were $163.4 billion, up 6% year over year. Credit metrics were mixed. Net charge-offs fell to 0.20% of average loans from 0.26% in the prior quarter, and the allowance for credit losses was $2.5 billion, or 1.86% of total loans. However, the nonperforming asset ratio rose to 0.63% and nonaccrual loans increased $94 million, or 13%, on a linked-quarter basis, driven by commercial and industrial loans. The CET1 ratio was 10.5% at June 30, 2025 (estimated), compared with 10.6% in the prior quarter. Tangible book value per share rose to $9.13, up 16% from a year ago. The company also announced a pending combination with Veritex Holdings, Inc., which the company says will accelerate its growth in Texas.

Jul 18, 2025 8-K

Material AgreementsExhibits & Filings

Huntington Bancshares 8-K Report, Corporate Update (Jul 18, 2025)

Huntington Bancshares Incorporated announced on July 18, 2025 that its Board of Directors declared a quarterly cash dividend on its common stock of $0.155 per common share, unchanged from the prior quarter. The common stock dividend is payable October 1, 2025, to shareholders of record on September 17, 2025. The Board also declared quarterly cash dividends on five series of preferred stock: Floating Rate Series B ($18.19790141 per share, equivalent to $0.454947500 per depositary receipt share), 5.625% Series F ($1,406.25 per share, or $14.0625 per depositary share), 4.450% Series G ($1,112.50 per share, or $11.1250 per depositary share), 4.5% Series H ($11.25 per share, or $0.28125 per depositary share), and 6.875% Series J ($17.19 per share, or $0.42975 per depositary share). All five preferred dividends are payable October 15, 2025, to holders of record on October 1, 2025. The filing is a routine capital-return announcement under Item 8.01 (Other Events). It furnishes the company's news release as Exhibit 99.1, which describes Huntington as a $208 billion asset regional bank holding company headquartered in Columbus, Ohio, with 971 branches in 13 states.

Jul 18, 2025 8-K

Huntington Bancshares 8-K Report, Material Agreement (Jul 17, 2025)

On July 13, 2025, Huntington Bancshares Incorporated (HBAN) entered into an Agreement and Plan of Merger with Veritex Holdings, Inc., a Texas corporation. Under the agreement, Veritex will merge with and into Huntington, with Huntington continuing as the surviving corporation. Immediately afterward, Veritex Community Bank will merge into The Huntington National Bank, which will be the surviving bank. Both boards unanimously approved the merger agreement. Each outstanding share of Veritex common stock will be converted into the right to receive 1.95 shares of Huntington common stock, with cash paid in lieu of fractional shares. Veritex stock options will be cashed out or cancelled depending on their exercise price relative to the merger consideration. Veritex RSUs granted before July 13, 2025, or held by non-employee directors, will be converted into Huntington shares, while RSUs granted on or after that date will be assumed by Huntington and converted into Huntington RSUs. Huntington will also contribute $10 million to the Huntington Foundation for the markets where Veritex operates. Completion is subject to Veritex shareholder approval, Nasdaq listing authorization, Federal Reserve and OCC approvals, effectiveness of a Form S-4 registration statement, and the absence of legal restraints. The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Veritex would owe a $56 million termination fee in certain circumstances.

Jul 17, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Huntington Bancshares 8-K Report, Financial Results (Jul 14, 2025)

Huntington Bancshares Incorporated (Nasdaq: HBAN), a $210 billion asset regional bank holding company headquartered in Columbus, Ohio, announced on July 14, 2025 a definitive merger agreement, dated July 13, 2025, under which Veritex Holdings, Inc. (Nasdaq: VBTX) of Dallas, Texas will merge into Huntington, with Huntington as the surviving entity. Huntington will issue 1.95 shares for each outstanding Veritex share in an all-stock transaction. Based on Huntington's $17.39 closing price on July 11, 2025, the consideration implies $33.91 per Veritex share and an aggregate transaction value of $1.9 billion. The companies expect the deal to be modestly accretive to Huntington's earnings per share, neutral to regulatory capital at close, and slightly dilutive to tangible book value per share, with payback in approximately one year including merger expenses and CECL double count. The combination is expected to close early in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions, including Veritex shareholder approval. Huntington also announced preliminary second-quarter 2025 results, with its full earnings release scheduled for July 18, 2025. Reported EPS was $0.34, unchanged from the prior quarter and up over 13% from the year-ago quarter. The quarter included a $58 million decrease in earnings from a securities repositioning and Notable Items that decreased earnings by $3 million, together worth $0.04 of EPS impact. Net interest income was $1.5 billion, up 3% from the prior quarter and 12% from a year earlier. Average loans and leases were $133.2 billion, and average deposits were $163.4 billion. Net charge-offs were 0.20% of average total loans and leases. Tangible book value per share rose to $9.13, up 4% from the prior quarter and 16% from a year ago. For investors, the filing frames the transaction as a way to accelerate Huntington's organic growth in Texas, adding Veritex's roughly $13 billion in assets, $9 billion in loans, and $11 billion in deposits as of March 31, 2025, and more than 30 branches in Dallas/Fort Worth and Houston. Huntington plans to keep Veritex's branch network, and Veritex's CEO Malcolm Holland will become non-executive Chairman of Texas.

Jul 14, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Jun 27, 2025)

Huntington Bancshares Incorporated filed this Form 8-K on June 27, 2025, reporting under Item 8.01 (Other Events) that its Board of Directors declared and set aside a quarterly cash dividend on its 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM). The dividend is $356.25 per share, equivalent to $0.35625 per depositary share, payable September 2, 2025, to shareholders of record on August 15, 2025. The filing is a routine preferred stock dividend declaration with no other financial results, guidance, or transactions disclosed. The accompanying Exhibit 99.1 is a news release dated June 27, 2025 announcing the same dividend. That release describes Huntington as a $210 billion asset regional bank holding company headquartered in Columbus, Ohio, operating 968 branches in 13 states. For investors, the filing is a procedural notice and carries limited direct financial implications. It confirms the continued payment of a non-cumulative dividend on the Series I preferred shares, and the depositary share structure (each representing a 1/1000th interest in a share) is set out in the cover page.

Jun 27, 2025 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Jun 11, 2025)

Huntington Bancshares Incorporated (HBAN) filed a Form 8-K on June 11, 2025 under Item 7.01 (Regulation FD Disclosure) to furnish presentation slides for Chief Financial Officer Zach Wasserman's appearance at the 2025 Morgan Stanley US Financials Conference that day. The filing itself contains no new earnings figures, guidance, or narrative results; the substantive content is in Exhibit 99.1, the slide deck, which the company says is also available on its Investor Relations website. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The slides present management's key messages: delivering organic growth with momentum supported by a purposefully diversified customer base, driving robust profit growth tied to an expanded net interest margin, higher fee revenues and efficient expense management, and achieving strong credit performance under a moderate-to-low risk appetite. The deck also highlights peer-leading organic growth in average deposits and loans, a 2025 net interest income outlook, a loan mix of 57% commercial and 43% consumer, tangible book value per share up 13% year over year, and a 2025 management focus on accelerated TBV accretion. Growth initiatives are described across several states, including North Carolina, Texas, South Carolina and Florida. For investors, the 8-K itself is a routine conference disclosure. The slides include a non-GAAP reconciliation of adjusted noninterest income and adjusted CET1 for fiscal 2021 through the first quarter of 2025, but the numerical detail in those tables is not reproduced in the filing text, so the quantitative picture should be read directly from the slides.

Jun 11, 2025 8-K

Shareholder Matters

Huntington Bancshares 8-K Report, Shareholder Vote Results (Apr 17, 2025)

Huntington Bancshares Incorporated filed this Current Report on Form 8-K to disclose the results of matters voted on at its 2025 Annual Meeting of Shareholders, held April 16, 2025, under Item 5.07. Shareholders elected all twelve director nominees, approved on an advisory, non-binding basis the compensation of executives as described in the proxy materials, and ratified the appointment of PwC as the independent registered public accounting firm for 2025. All twelve nominees received more votes For than Against. David L. Porteous had the highest number of Against votes at 139,389,615, and Stephen D. Steinour had 84,349,337 Against votes and 5,315,893 Abstentions. Ann B. Crane received 1,070,270,957 For votes and 66,393,184 Against votes, and Teresa H. Shea received the lowest Against count at 13,103,552. The say-on-pay proposal received 979,288,838 For votes against 155,553,453 Against votes, with 4,289,618 Abstentions and 136,046,717 broker non-votes. The auditor ratification received 1,253,294,905 For votes against 20,493,341 Against votes, with 1,383,453 Abstentions and 3,830 broker non-votes. The filing reports these results only and does not discuss any change in governance, compensation or auditor arrangements.

Apr 17, 2025 8-K

Huntington Bancshares 8-K Report, Financial Results (Apr 17, 2025)

Huntington Bancshares Incorporated (HBAN) reported first-quarter 2025 net income attributable to Huntington of $527 million, or $0.34 per diluted common share. That was a $3 million decrease from the prior quarter and an increase of $108 million, or 26%, from the year-ago quarter. Return on average assets was 1.04%, return on average common equity was 11.3%, and return on average tangible common equity was 16.7%. Net interest income rose $31 million, or 2%, from the prior quarter and $139 million, or 11%, from the year-ago quarter, with net interest margin up to 3.10%. Noninterest income fell $65 million, or 12%, sequentially to $494 million, mainly because of higher advisory fees in the fourth quarter of 2024, but it increased $27 million, or 6%, year over year. Balance sheet growth continued. Average total loans and leases rose $2.7 billion, or 2%, sequentially to $130.9 billion and $8.9 billion, or 7%, year over year, led by commercial and industrial loans. Average total deposits increased $2.2 billion, or 1%, sequentially and $10.9 billion, or 7%, year over year, and total deposit costs declined to 2.03%, down 13 basis points from the prior quarter. Credit metrics were stable to improving: net charge-offs were 0.26% of average loans and leases, down 4 basis points sequentially, and the nonperforming asset ratio was 0.61%. The allowance for credit losses was $2.5 billion, or 1.87% of total loans and leases. Capital ratios strengthened. The CET1 risk-based capital ratio was an estimated 10.6% at March 31, 2025, up from 10.5%, and the tangible common equity ratio rose to 6.3% from 6.1%. Tangible book value per share was $8.80, up $0.47, or 6%, sequentially and $1.03, or 13%, year over year. The Board approved a share repurchase authorization of up to $1 billion with no expiration date. Management also completed a credit linked note transaction on an approximately $3.5 billion pool of prime indirect auto loans, which reduced the risk-weighting of that pool by approximately 75%.

Apr 17, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Apr 17, 2025)

Huntington Bancshares Incorporated announced on April 17, 2025 that its Board of Directors declared a quarterly cash dividend of $0.155 per common share, unchanged from the prior quarter. The common stock dividend is payable July 1, 2025, to shareholders of record on June 17, 2025. The announcement was filed under Item 8.01 (Other Events) and the accompanying news release is attached as Exhibit 99.1. The Board also declared quarterly cash dividends on five series of preferred stock, all payable July 15, 2025, to shareholders of record on July 1, 2025. These cover the Floating Rate Series B, 5.625% Series F, 4.450% Series G, 4.5% Series H (Nasdaq: HBANP), and 6.875% Series J (Nasdaq: HBANL) Non-Cumulative Perpetual Preferred Stock. Per-share amounts are stated, including $1,406.25 per share for Series F and $11.25 per share for Series H, with per-depositary-share equivalents also listed. The filing is routine in nature and contains no financial results or operating metrics. The exhibit's boilerplate describes Huntington as a $210 billion asset regional bank holding company headquartered in Columbus, Ohio, operating 968 branches in 13 states.

Apr 17, 2025 8-K

Huntington Bancshares 8-K Report, Corporate Update (Mar 31, 2025)

Huntington Bancshares Incorporated, a Maryland corporation headquartered in Columbus, Ohio, filed this Form 8-K dated March 31, 2025 under Item 8.01 (Other Events) to report that its Board of Directors declared and set aside a quarterly cash dividend on its 5.70% Series I Non-Cumulative Perpetual Preferred Stock (Nasdaq: HBANM). The dividend is $356.25 per share, equivalent to $0.35625 per depositary share, payable June 2, 2025 to shareholders of record on May 15, 2025. The filing is a routine capital-return announcement with no financial statements, results, or other material financial information included. The accompanying Exhibit 99.1 is a news release dated March 31, 2025 announcing the same dividend declaration. The release describes Huntington as a $204 billion asset regional bank holding company that operates 975 branches in 12 states, and that offers banking, payments, wealth management, and risk management products and services. For investors, the key takeaway is the confirmed quarterly preferred dividend schedule for the Series I shares. The filing does not discuss earnings, credit quality, capital ratios, or strategic developments.

Mar 31, 2025 8-K

Huntington Bancshares 8-K Report, Regulation FD Disclosure (Mar 5, 2025)

Huntington Bancshares Incorporated ("Huntington") filed this Current Report on Form 8-K on March 5, 2025, to furnish presentation slides under Item 7.01 (Regulation FD Disclosure). The slides were prepared for Huntington's appearance at the RBC Capital Markets Financial Institutions Conference on Wednesday, March 5, 2025. Zach Wasserman, Chief Financial Officer, and Amit Dhingra, Chief Enterprise Payments Officer, were scheduled to present to analysts and investors. The slides are attached as Exhibit 99.1 and are also available in the Investor Relations section of Huntington's website at www.huntington.com. Under the filing, the slides are furnished rather than filed, so they are not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 and are not incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced. The filing itself contains no financial results, guidance, or other new financial disclosures.

Mar 5, 2025 8-K