01—Abstract
Summary
Summary of the 8-K filed February 2, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 1, 2026, Huntington Bancshares Incorporated (HBAN) completed its previously announced acquisition of Cadence Bank, a Mississippi-chartered bank, under the Agreement and Plan of Merger dated October 26, 2025.
Cadence merged into The Huntington National Bank, which continues as the surviving bank. Each Cadence common share was converted into 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares. The total aggregate consideration was approximately 462 million Huntington common shares.
Cadence's 5.50%a Series A Non-Cumulative Perpetual Preferred Stock was converted into depositary shares representing interests in Huntington's new 5.50% Series L Non-Cumulative Perpetual Preferred Stock, with 6,900 preferred shares issued and 6,900,000 depositary shares outstanding. The filing also reports that Huntington's board expanded to 15 directors, with three former Cadence directors appointed: James D. Rollins III, Virginia A.
Hepner and Alice Rodriguez. Rollins will serve as non-employee Vice Chairman for a three-year term, receive a $10 millionb lump-sum payment at the Effective Time, and serve as an advisor reporting to the CEO under an annual cash fee arrangement. According to the accompanying press release, the combined company has approximately $279 billion in assets, $221 billion in deposits and $187 billion in loans based on December 31, 2025 balances, with nearly 1,400 branches across 21 states.
Cadence customer accounts are expected to be converted to Huntington's systems in mid-2026. Financial statements of the acquired business and pro forma financial information will be filed by amendment.
02—Key points
Key Highlights
- Completed the Cadence Bank merger effective February 1, 2026; Cadence merged into The Huntington National Bank.
- Each Cadence common share converted into 2.475 Huntington common shares; approximately 462 million Huntington shares were issued in total consideration.
- Cadence's 5.50% Series A preferred stock was converted into depositary shares of Huntington's new 5.50% Series L Non-Cumulative Perpetual Preferred Stock (6,900,000 depositary shares).
- Combined company reported at approximately $279 billion in assets, $221 billion in deposits and $187 billion in loans as of December 31, 2025.
- Huntington now operates nearly 1,400 branches across 21 states, including Cadence's 390 branches in Texas and the South, with no branch closures planned.
- Board expanded to 15 directors; three former Cadence directors (James D. Rollins III, Virginia A. Hepner, Alice Rodriguez) joined.
- Financial statements of the acquired business and pro forma information will be filed by amendment to this Form 8-K.
03—Questions
Frequently Asked Questions
What did Huntington acquire and when did the deal close?
Huntington completed its acquisition of Cadence Bank, a Mississippi-chartered bank, effective February 1, 2026. Cadence merged into The Huntington National Bank, which continues as the surviving bank.
What were the terms of the consideration for Cadence shareholders?
Each share of Cadence common stock was converted into the right to receive 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares. The total aggregate consideration was approximately 462 million Huntington common shares.
What happens to Cadence's preferred stock and equity awards?
Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock was converted into depositary shares representing 1/1000 of a share of Huntington's 5.50% Series L Non-Cumulative Perpetual Preferred Stock. Outstanding Cadence restricted stock units, performance stock units and restricted stock awards were converted into Huntington awards adjusted by the exchange ratio.
What compensation arrangement applies to James D. Rollins III?
Rollins joined the board as a non-employee member for a three-year term and will serve as Vice Chairman of Huntington and Huntington National Bank. He is entitled to a $10 million lump-sum cash payment at the Effective Time and an annual cash fee, as well as serving as an advisor reporting to the CEO.
What do the financial statements and pro forma information look like?
This filing does not include them. Huntington states that the financial statements of the acquired business and the pro forma financial information will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the filing was required.
04—Continue