01—Abstract
Summary
Summary of the 8-K filed December 29, 2025. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated (HBAN) filed this Form 8-K on December 29, 2025, to supplement the joint proxy statement/prospectus for its proposed merger with Cadence Bank.
Under the October 26, 2025 Merger Agreement, Cadence will merge into The Huntington National Bank, which will be the surviving bank. Both companies' boards unanimously approved the agreement, and each will hold a special stockholder meeting on January 6, 2026 to consider the merger proposals. The filing states that two lawsuits (Jones v.
Cadence Bank et al., filed December 10, 2025, and Parshall v. Cadence Bank et al., filed December 11, 2025, both in New York Supreme Court) and demand letters from purported Cadence shareholders allege disclosure deficiencies in the joint proxy statement/prospectus. Huntington and Cadence deny these allegations and state that the claims lack merit, but they are supplementing the proxy materials to reduce the risk of delay and the costs of litigation.
The supplemental disclosures cover the Cadence board background, the financial advisor's (KBW) valuation analyses and selected company and transaction multiples, the discount rates used in the dividend discount model analyses, and KBW's fee. KBW's fee is estimated at approximately $42 milliona, based on an assumed Huntington stock price of $15.86 per share, with $4 million payable upon rendering its opinion and the balance contingent on closing.
02—Key points
Key Highlights
- Cadence Bank will merge into The Huntington National Bank, with Huntington National Bank continuing as the surviving bank, under the Merger Agreement dated October 26, 2025.
- The Form S-4 was declared effective on December 3, 2025, and the joint proxy statement/prospectus was first mailed to stockholders on or about December 3, 2025.
- Both Huntington and Cadence will hold special stockholder meetings on January 6, 2026 to consider merger-related proposals.
- Two lawsuits (Jones and Parshall) and demand letters from purported Cadence shareholders allege deficiencies in the joint proxy statement/prospectus; the companies deny the allegations.
- The exchange ratio referenced in the filing is 2.475, and Mr. Rollins' post-merger service arrangement is to take effect only upon closing.
- KBW's fee for advising Cadence is estimated at approximately $42 million, with $4 million payable on rendering its opinion and the remainder contingent on closing.
- Supplemental valuation disclosures include price-to-tangible book value ranges of 0.97x to 2.39x for Cadence's selected companies and 1.09x to 1.97x for Huntington's selected companies, and discount rates of 12.0% to 14.0% in the dividend discount model analyses.
03—Questions
Frequently Asked Questions
When will stockholders vote on the Cadence Bank merger?
Huntington and Cadence will each hold special meetings of stockholders on January 6, 2026 to consider proposals related to the Merger Agreement, as described in the joint proxy statement/prospectus.
What are the pending lawsuits about?
The Jones and Parshall lawsuits, filed in New York Supreme Court in December 2025, and demand letters from purported Cadence shareholders allege that the joint proxy statement/prospectus contains disclosure deficiencies or incomplete information about the merger. Huntington and Cadence state that the claims are without merit and that the supplemental disclosures are not legally required.
What is the structure of the transaction?
Under the Merger Agreement, Cadence Bank will merge with and into The Huntington National Bank, a wholly owned subsidiary of Huntington, which will continue as the surviving bank.
How much will Cadence pay its financial advisor?
Cadence agreed to pay KBW a cash fee equal to 0.55% of the aggregate merger consideration, estimated at approximately $42 million based on an assumed Huntington stock price of $15.86 per share. About $4 million became payable on rendering KBW's opinion, and the balance is contingent on closing.
What valuation context did the filing add for investors?
The filing supplements KBW's analyses with stock price-to-tangible book value ranges of 0.97x to 2.39x for Cadence's selected companies and 1.09x to 1.97x for Huntington's, price-to-2025 estimated EPS ranges of 7.4x to 16.8x and 10.4x to 13.5x respectively, and price-to-FWD EPS ranges of 8.9x to 14.2x for six selected transactions. It also states that discount rates of 12.0% to 14.0% were used in the dividend discount model analyses.
04—Continue