01—Abstract
Summary
Summary of the 8-K filed December 23, 2025. Cited figures are marked; the original filing is the authoritative source.
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 billiona 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.
02—Key points
Key Highlights
- The OCC approved the application of The Huntington National Bank for the merger of Cadence Bank into it, with The Huntington National Bank as the surviving bank.
- All required regulatory approvals to complete the merger have now been received.
- The merger is expected to close on or about February 1, 2026, subject to remaining closing conditions, including shareholder approvals per the joint press release.
- The merger agreement is dated October 26, 2025, among Huntington, The Huntington National Bank and Cadence.
- Huntington describes itself as a $223 billion asset regional bank holding company headquartered in Columbus, Ohio; Cadence is described as a $53 billion regional bank.
- The Form S-4 registration statement was declared effective on December 3, 2025, and the joint proxy statement/prospectus was filed with the SEC.
- The filing cautions that the merger may not be completed on time or at all, and that Huntington's share issuance will cause dilution.
03—Questions
Frequently Asked Questions
What regulatory approval did Huntington receive for the Cadence merger?
The Office of the Comptroller of the Currency approved the application of The Huntington National Bank for the merger of Cadence Bank with and into it. The filing states that all required regulatory approvals to complete the merger have now been received.
When is the Huntington-Cadence merger expected to close?
The closing is expected on or about February 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions in the Merger Agreement.
What conditions remain before the merger can close?
The filing says the closing depends on satisfying or waiving the remaining closing conditions in the Merger Agreement. The joint press release specifically references receipt of shareholder approvals from both Huntington and Cadence shareholders.
Who is the surviving bank in the merger?
The Huntington National Bank, Huntington's wholly owned banking subsidiary, will continue as the surviving bank after Cadence Bank merges with and into it.
What is the dilution impact for Huntington shareholders?
The filing lists the dilution caused by Huntington's issuance of additional shares of its capital stock in connection with the transaction among the risk factors that could affect results. It does not quantify the dilution.
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