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Huntington Bancshares 8-K/A Report, Exhibit Filing (Apr 15, 2026)

Reports
Exhibits & Filings
Filing Date
Filed April 15, 2026
Period End
February 1, 2026
In the record · 2016–202610-K1110-Q338-K254

HBAN filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 254 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Aug ’16Aug ’16
  2. Leadership change8-K · Jun ’19Jun ’19
  3. Material agreement8-K · Aug ’21Aug ’21
  4. Leadership change8-K · Apr ’24Apr ’24

01—Abstract

Summary

Summary of the 8-K/A filed April 15, 2026. Cited figures are marked; the original filing is the authoritative source.

Huntington Bancshares Incorporated (HBAN) filed this Form 8-K/A to amend its Original Form 8-K from February 2, 2026, adding the audited financial statements of Cadence Bank and unaudited pro forma condensed combined financial information required by Item 9.01.

The underlying transaction closed effective February 1, 2026, when Cadence merged into The Huntington National Bank in an all-stock deal under a Merger Agreement dated October 26, 2025. Under the terms, Huntington issued 2.475 shares for each outstanding Cadence common share, and the pro forma filing states Huntington's preliminary purchase consideration was $8,335 milliona based on a January 30, 2026 share price of $17.48. Cadence's audited statements show total assets of $53.53 billion, total deposits of $44.14 billion, and net loans and leases of $36.75 billion at December 31, 2025.

Cadence reported 2025 net income of $544.5 millionb, net income available to common shareholders of $532.6 million, and diluted EPS of $2.83. The auditor, Forvis Mazars, LLP, issued an unmodified opinion with an emphasis-of-matter paragraph noting the acquisition by Huntington.

The pro forma condensed combined balance sheet shows combined total assets of $280.68 billionc and goodwill of $9.48 billion at December 31, 2025, with preliminary goodwill from the Cadence transaction of $3.48 billion. The pro forma income statement shows combined 2025 net income of $2.67 billion, and the filing notes the pro forma figures are preliminary, illustrative only, exclude integration costs and synergies, and may change materially as purchase accounting is finalized.

02—Key points

Key Highlights

  1. Cadence Bank merged into The Huntington National Bank effective February 1, 2026, in an all-stock transaction at an exchange ratio of 2.475 Huntington shares per Cadence common share.
  2. Preliminary purchase consideration is $8,335 million, including $8,068 million for common stock issued, and preliminary goodwill from the deal is $3.48 billion.
  3. Cadence's 2025 net income was $544.5 million, with diluted EPS of $2.83, and total assets were $53.53 billion at year-end 2025.
  4. Cadence's shareholders' equity was $6.24 billion at December 31, 2025, including $167 million of Series A preferred stock.
  5. Pro forma combined total assets are $280.68 billion and pro forma combined net income for 2025 is $2.67 billion, based on illustrative, preliminary adjustments.
  6. Pro forma adjustments include a $1.12 billion net fair value mark on acquired loans and an estimated $855 million core deposit intangible, and the filing notes purchase accounting remains preliminary.
  7. Forvis Mazars, LLP issued an unmodified audit opinion on Cadence's 2025, 2024, and 2023 financial statements, with an emphasis-of-matter paragraph regarding the acquisition.

03—Questions

Frequently Asked Questions

  1. What did this 8-K/A add to the original filing?

    It amends the Original Form 8-K filed February 2, 2026 to include Cadence Bank's audited consolidated financial statements (Exhibit 99.1), the unaudited pro forma condensed combined financial information (Exhibit 99.2), and a consent of Forvis Mazars, LLP (Exhibit 23.1).

  2. How was the Cadence acquisition structured and consideration calculated?

    The transaction was 100% stock. Each Cadence common share was exchanged for 2.475 shares of Huntington common stock, and the preliminary consideration was based on Huntington's $17.48 closing price on January 30, 2026, totaling $8,335 million including common stock, converted equity awards and preferred stock.

  3. How large is Cadence Bank relative to Huntington on a pro forma basis?

    At December 31, 2025, Cadence reported $53.53 billion in total assets, compared with Huntington's $225.11 billion, and the pro forma combined company reports $280.68 billion in total assets.

  4. What do the pro forma figures mean for investors?

    The pro forma statements are illustrative only and do not reflect integration costs, synergies, or final purchase accounting. The filing states the fair value allocations are preliminary and may differ materially from the final amounts, and the pro forma 2025 combined net income is $2.67 billion.

04—Continue

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