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. Each share of Cadence 5.50% Series A Non-Cumulative Perpetual Preferred Stock will convert into 1/1000 of a share of a newly created Huntington preferred series.

What are the main conditions for completing the merger?

Completion requires approval of the Huntington share issuance by Huntington shareholders and approval of the merger agreement by Cadence shareholders, receipt of required regulatory approvals including from the Office of the Comptroller of the Currency, effectiveness of the Form S-4, NASDAQ listing authorization for the new shares, and the absence of legal restraints. Each party's obligation is also subject to customary conditions, including a tax opinion that the merger qualifies as a reorganization.

What termination fee applies to the agreement?

The merger agreement provides for a termination fee of $296,000,000 payable by either Cadence or Huntington, as applicable, if the agreement is terminated under certain circumstances.

How did Cadence's financial position change during 2025?

Total assets increased to $53.28 billion at September 30, 2025 from $47.02 billion at December 31, 2024, and total deposits rose to $43.92 billion from $40.50 billion. Shareholders' equity rose to $6.08 billion from $5.57 billion. The filing attributes this growth partly to the FCB Financial and Industry Bancshares acquisitions.

What happens to Cadence branches and employees after the merger?

Huntington's integration materials state that no branch closures are planned during the combination, that most customer-facing Cadence colleagues are expected to be retained, and that Cadence branches and teams will operate under the Huntington Bank name following conversion.

Huntington Bancshares 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed December 1, 2025. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b 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^c, 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.

02—Key points

Key Highlights

Merger terms: each Cadence common share converts into 2.475 Huntington common shares; Cadence preferred converts into 1/1000 of a new Huntington preferred share series.
Termination fee of $296,000,000 payable by either party under certain circumstances.
Expected closing in Q1 2026 with system conversion in Q2 2026, per Huntington's integration materials; subject to shareholder and regulatory approvals and an effective Form S-4.
Cadence total assets rose to $53.28 billion at September 30, 2025 from $47.02 billion at December 31, 2024.
Nine-month 2025 net income of $397.7 million versus $390.9 million in the prior-year period; merger expense of $22.3 million.
Cadence Board authorized a share repurchase program of up to 10,000,000 shares, effective upon Federal Reserve approval and expiring December 31, 2025.
Huntington states it does not plan to close any Cadence branches during the combination and expects to retain most customer-facing employees.

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. Each share of Cadence 5.50% Series A Non-Cumulative Perpetual Preferred Stock will convert into 1/1000 of a share of a newly created Huntington preferred series.
What are the main conditions for completing the merger?
Completion requires approval of the Huntington share issuance by Huntington shareholders and approval of the merger agreement by Cadence shareholders, receipt of required regulatory approvals including from the Office of the Comptroller of the Currency, effectiveness of the Form S-4, NASDAQ listing authorization for the new shares, and the absence of legal restraints. Each party's obligation is also subject to customary conditions, including a tax opinion that the merger qualifies as a reorganization.
What termination fee applies to the agreement?
The merger agreement provides for a termination fee of $296,000,000 payable by either Cadence or Huntington, as applicable, if the agreement is terminated under certain circumstances.
How did Cadence's financial position change during 2025?
Total assets increased to $53.28 billion at September 30, 2025 from $47.02 billion at December 31, 2024, and total deposits rose to $43.92 billion from $40.50 billion. Shareholders' equity rose to $6.08 billion from $5.57 billion. The filing attributes this growth partly to the FCB Financial and Industry Bancshares acquisitions.
What happens to Cadence branches and employees after the merger?
Huntington's integration materials state that no branch closures are planned during the combination, that most customer-facing Cadence colleagues are expected to be retained, and that Cadence branches and teams will operate under the Huntington Bank name following conversion.

04—Continue

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