What will Cadence shareholders receive in the merger?

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. Holders of Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock will receive 1/1000 of a share of a newly created Huntington preferred series, or depositary shares in respect thereof.

What approvals are needed to complete the merger?

Completion requires approval of the Huntington share issuance by Huntington shareholders and approval of the merger agreement by Cadence shareholders. It also requires NASDAQ listing authorization for the new shares, required regulatory approvals including from the Office of the Comptroller of the Currency, and effectiveness of a Form S-4 registration statement, among other conditions.

What happens to Cadence's equity awards?

Cadence restricted stock units and performance stock units will convert into Huntington restricted stock units or restricted stock, adjusted by the Exchange Ratio. Director-held restricted stock units will accelerate in full and be paid in Huntington common stock plus accrued dividend equivalents in cash.

Is the merger intended to be tax-free?

Completion is conditioned on each party receiving an opinion of counsel that the merger will qualify as a 'reorganization' within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Huntington Bancshares 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed October 30, 2025. Cited figures are marked; the original filing is the authoritative source.

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%^a 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^b is payable by either Huntington or Cadence under certain circumstances.

02—Key points

Key Highlights

Cadence Bank will merge into The Huntington National Bank, which will be the surviving bank.
Each Cadence common share converts into 2.475 shares of Huntington common stock, with cash paid for fractional shares.
Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock converts into 1/1000 of a share of a new Huntington preferred series, or depositary shares in respect thereof.
Three current Cadence directors will be appointed to Huntington's Board, including James D. Rollins III, Cadence's Chairman and CEO.
A termination fee of $296,000,000 is payable by either party under certain circumstances.
Closing requires approval by both companies' shareholders, Office of the Comptroller of the Currency approval, and effectiveness of a Form S-4 registration statement.
Huntington will maintain the Cadence Bank Foundation and dedicate its funds to community and civic activities within Cadence's footprint.

03—Questions

Frequently Asked Questions

What will Cadence shareholders receive in the merger?
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. Holders of Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock will receive 1/1000 of a share of a newly created Huntington preferred series, or depositary shares in respect thereof.
What approvals are needed to complete the merger?
Completion requires approval of the Huntington share issuance by Huntington shareholders and approval of the merger agreement by Cadence shareholders. It also requires NASDAQ listing authorization for the new shares, required regulatory approvals including from the Office of the Comptroller of the Currency, and effectiveness of a Form S-4 registration statement, among other conditions.
What happens to Cadence's equity awards?
Cadence restricted stock units and performance stock units will convert into Huntington restricted stock units or restricted stock, adjusted by the Exchange Ratio. Director-held restricted stock units will accelerate in full and be paid in Huntington common stock plus accrued dividend equivalents in cash.
Is the merger intended to be tax-free?
Completion is conditioned on each party receiving an opinion of counsel that the merger will qualify as a 'reorganization' within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

04—Continue

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