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

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed October 27, 2025
Period End
October 27, 2025
In the record · 2016–202610-K1110-Q338-K254

HBAN filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 254 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Aug ’16Aug ’16
  2. Leadership change8-K · May ’22May ’22
  3. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed October 27, 2025. Cited figures are marked; the original filing is the authoritative source.

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 billiona 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 $16.07b 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%c 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.

02—Key points

Key Highlights

  1. Agreement: Cadence Bank merges into The Huntington National Bank, with the bank continuing as the surviving entity; agreement dated October 26, 2025.
  2. Transaction value: 2.475 Huntington shares per Cadence share, implying $39.77 per Cadence share and an aggregate value of $7.4 billion, based on HBAN's $16.07 close on October 24, 2025.
  3. Pro forma scale: Huntington states the combined company would be a top 10 bank with $276 billion in assets and $220 billion in deposits.
  4. Financial impact: expected to be 10% accretive to EPS, 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.
  5. Footprint: Cadence's more than 390 locations across Texas and the South add scale in Texas and Mississippi and entry into high-growth metros including Houston, Dallas, Austin, Atlanta, Nashville, Orlando and Tampa.
  6. Timing: closing expected in the first quarter of 2026, subject to regulatory approvals and approvals by both companies' shareholders; systems conversion expected in the second quarter of 2026.
  7. Governance: Cadence Chairman and CEO Dan Rollins will join Huntington as non-executive Vice Chairman, and two additional Cadence board members will be invited to join Huntington's board.

03—Questions

Frequently Asked Questions

  1. What is the deal structure and what will Cadence shareholders receive?

    Cadence will merge into The Huntington National Bank, with the bank surviving. The deal is a 100% stock transaction in which each Cadence common share converts into 2.475 Huntington common shares, which the companies value at $39.77 per Cadence share based on HBAN's $16.07 close on October 24, 2025.

  2. What is the total value of the transaction?

    The press release states an aggregate transaction value of $7.4 billion, based on Huntington's October 24, 2025 closing price of $16.07.

  3. How is the transaction expected to affect Huntington's financial metrics?

    Huntington expects the deal to be 10% accretive to earnings per share, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share, with tangible book value earn-back in three years inclusive of merger expenses.

  4. What happens to Cadence branches and customers?

    Huntington intends to maintain Cadence's broad branch network with no branch closures and to invest to grow. Cadence teams and branches are expected to operate under the Huntington Bank name and brand following conversion, expected in the second quarter of 2026, and Cadence customers will gain access to Huntington's Fair Play product features.

  5. What conditions must be met before the merger closes?

    The transaction is subject to regulatory approvals, approval by Huntington and Cadence shareholders, and other customary closing conditions. The companies expect closing in the first quarter of 2026.

04—Continue

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