When is the Huntington-Cadence merger expected to close?

The filing states that the closing is expected to occur on or about February 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions in the Merger Agreement. All required regulatory approvals have now been received.

What consideration will Cadence shareholders receive?

According to the pro forma information in the filing, Huntington will issue 2.475 shares of its common stock for each outstanding share of Cadence common stock. Holders will receive cash in lieu of fractional shares. Each Cadence 5.50% Series A Non-Cumulative Perpetual Preferred Stock share will convert into the right to receive one depositary share representing 1/1000 of a share of a new series of Huntington preferred stock.

Why is this 8-K being filed, and does it change Huntington's financial statements?

The filing states it was made in connection with Huntington's January 23, 2026 debt securities offering to furnish Cadence's financial statements and pro forma combined financial information. It states that it does not modify or update Huntington's financial statements in its 2024 Form 10-K or its Form 10-Q for the quarter ended September 30, 2025, and that the Cadence information was previously disclosed in Cadence's Federal Reserve filings.

How large is the combined company according to the pro forma information?

The unaudited pro forma balance sheet as of September 30, 2025 shows combined total assets of $264,892 million and total deposits of $209,140 million. Pro forma combined net income is $2,271 million for the nine months ended September 30, 2025 and $2,601 million for the year ended December 31, 2024.

What is the estimated goodwill from the transaction, and how sensitive is it?

The filing estimates preliminary goodwill of $3,525 million based on an estimated purchase consideration of $7,577 million. A hypothetical 10% increase in Huntington's share price would raise preliminary goodwill to $4,286 million, and a 10% decrease would lower it to $2,765 million. The filing notes the purchase price allocation is preliminary and may change materially.

Huntington Bancshares 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed January 23, 2026. Cited figures are marked; the original filing is the authoritative source.

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K on January 23, 2026 to report that all required regulatory approvals for its merger with Cadence Bank have now been received.

Under the Merger Agreement dated October 26, 2025, Cadence will merge into The Huntington National Bank, which will continue as the surviving bank. Both companies' stockholders approved the merger proposals at special meetings held on January 6, 2026, and closing is expected on or about February 1, 2026, subject to remaining closing conditions. The filing also accompanies a Huntington debt securities offering announced the same day.

In connection with that offering, Huntington furnished Cadence's audited consolidated financial statements for 2024, 2023 and 2022, Cadence's unaudited interim financial statements as of and for the periods ended September 30, 2025, and unaudited pro forma condensed combined financial statements of the two companies. The pro forma balance sheet, as of September 30, 2025, shows combined total assets of $264,892 million^a, and the pro forma income statements show combined net income of $2,271 million for the nine months ended September 30, 2025 and $2,601 million for the year ended December 31, 2024. The pro forma statements are preliminary and illustrative, and the filing states they do not reflect integration costs or anticipated cost savings.

The filing states that the Cadence financial statements were previously disclosed in Cadence's reports filed with the Federal Reserve and that this 8-K does not modify Huntington's own financial statements in its 10-K or 10-Q. Under the Merger Agreement, Cadence common shareholders will receive 2.475 shares of Huntington common stock for each Cadence share, and the pro forma preliminary goodwill estimate is $3,525 million^b.

02—Key points

Key Highlights

All required regulatory approvals for the Huntington-Cadence merger have been received, and closing is expected on or about February 1, 2026, subject to remaining closing conditions.
Huntington and Cadence stockholders approved the merger-related proposals at special meetings held on January 6, 2026.
Cadence will merge into The Huntington National Bank, which continues as the surviving bank; Cadence common holders receive 2.475 Huntington shares per Cadence share.
Pro forma combined total assets as of September 30, 2025 are $264,892 million, compared with Huntington's historical $210,228 million and Cadence's $53,282 million.
Preliminary pro forma goodwill is $3,525 million, based on an estimated purchase consideration of $7,577 million at an October 24, 2025 Huntington share price of $16.07.
The filing was made in connection with Huntington's January 23, 2026 debt securities offering and furnishes Cadence's audited and interim financial statements plus pro forma combined statements.
The pro forma statements are preliminary and illustrative, do not reflect integration costs or anticipated synergies, and the purchase price allocation remains subject to change.

03—Questions

Frequently Asked Questions

When is the Huntington-Cadence merger expected to close?
The filing states that the closing is expected to occur on or about February 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions in the Merger Agreement. All required regulatory approvals have now been received.
What consideration will Cadence shareholders receive?
According to the pro forma information in the filing, Huntington will issue 2.475 shares of its common stock for each outstanding share of Cadence common stock. Holders will receive cash in lieu of fractional shares. Each Cadence 5.50% Series A Non-Cumulative Perpetual Preferred Stock share will convert into the right to receive one depositary share representing 1/1000 of a share of a new series of Huntington preferred stock.
Why is this 8-K being filed, and does it change Huntington's financial statements?
The filing states it was made in connection with Huntington's January 23, 2026 debt securities offering to furnish Cadence's financial statements and pro forma combined financial information. It states that it does not modify or update Huntington's financial statements in its 2024 Form 10-K or its Form 10-Q for the quarter ended September 30, 2025, and that the Cadence information was previously disclosed in Cadence's Federal Reserve filings.
How large is the combined company according to the pro forma information?
The unaudited pro forma balance sheet as of September 30, 2025 shows combined total assets of $264,892 million and total deposits of $209,140 million. Pro forma combined net income is $2,271 million for the nine months ended September 30, 2025 and $2,601 million for the year ended December 31, 2024.
What is the estimated goodwill from the transaction, and how sensitive is it?
The filing estimates preliminary goodwill of $3,525 million based on an estimated purchase consideration of $7,577 million. A hypothetical 10% increase in Huntington's share price would raise preliminary goodwill to $4,286 million, and a 10% decrease would lower it to $2,765 million. The filing notes the purchase price allocation is preliminary and may change materially.

04—Continue

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