01—Abstract
Summary
Summary of the 8-K filed December 9, 2025. Cited figures are marked; the original filing is the authoritative source.
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 billiona 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%b 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.
02—Key points
Key Highlights
- Huntington furnished Exhibit 99.1 presentation slides for the 2025 Goldman Sachs Financial Services Conference on December 10, 2025, presented by CEO Steve Steinour and CFO Zach Wasserman.
- Pro forma combined franchise is presented as $276 billion in assets, $220 billion in deposits, and $184 billion in loans and leases, with a footprint spanning 21 states.
- Last-twelve-months ROTCE of 16.7% and tangible book value per share of $9.54 at September 30, 2025, up 10.3% year over year.
- Medium-term targets include 6% to 9% PPNR CAGR, positive operating leverage, and an 18% to 19% ROTCE goal for 2027.
- 2025 guidance update includes net charge-offs of 20 to 30 basis points and an effective tax rate of 17.5% to 18%, with no change to the tax rate range.
- Form S-4 for the Cadence Bank transaction was declared effective December 3, 2025; the slides anticipate closing in the first quarter of 2026.
- Veritex purchase accounting includes a $95 million core deposit intangible, with projected pre-tax net purchase accounting impact of $(8) million in 4Q25.
03—Questions
Frequently Asked Questions
What is the purpose of this 8-K filing?
The filing furnishes presentation slides under Item 7.01 (Regulation FD Disclosure) for Huntington's appearance at the 2025 Goldman Sachs Financial Services Conference on December 10, 2025. The information is furnished and not deemed filed for Section 18 purposes.
What are Huntington's key performance metrics highlighted in the presentation?
The presentation cites a last-twelve-months ROTCE of 16.7% and tangible book value per share of $9.54 at September 30, 2025, up 10.3% compared with September 30, 2024. It also states a 2027 ROTCE goal of 18% to 19%.
What is the status of the Cadence Bank transaction?
Huntington's Form S-4 was declared effective on December 3, 2025, and joint proxy statements/prospectuses were filed. The transaction still requires shareholder approvals from both companies and necessary regulatory approvals. The slides anticipate completion in the first quarter of 2026.
What financial targets and guidance did Huntington update?
The slides show a medium-term target of 6% to 9% PPNR CAGR with positive operating leverage. The guidance update includes net charge-offs of 20 to 30 basis points for full-year 2025, an effective tax rate of 17.5% to 18% for FY25, and average diluted shares of approximately 1.570 billion for FY25.
What risks does the filing identify?
The filing lists risks including changes in economic and industry conditions, interest rate movements, regulatory actions, cybersecurity, and the possibility that the Cadence transaction is delayed, not completed, or fails to deliver expected benefits. It also notes dilution from issuing additional Huntington shares in the transaction.
04—Continue