Huntington Bancshares Inc SEC Filings

Huntington Bancshares Incorporated reported that the Office of the Comptroller of the Currency has approved the application of The Huntington National Bank for the previously announced merger of Cadence Bank into Huntington National Bank. With this approval, all required regulatory clearances to complete the merger have been received. The merger closing is expected on or about February 1, 2026, with Huntington National Bank remaining as the surviving bank, subject to the remaining closing conditions in the merger agreement. The companies also reference an effective Form S-4 registration statement and definitive joint proxy statement/prospectus related to the transaction.

Huntington Bancshares Inc. reported an equity transaction by its Chief Information Officer on a Form 4. On 12/15/2025, the officer recorded a disposition of 2,000 shares of common stock at a price of $0.0000 per share.

After this transaction, the officer beneficially owned 69,565.829 shares of common stock directly and 6,723.171 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan. The filing was submitted for one reporting person and was signed by Rachel L. Lawless as Attorney-in-Fact on 12/16/2025.

Huntington Bancshares Inc. reported insider activity by its Chief Information Officer covering transactions on December 11–12, 2025. The officer exercised employee stock options to acquire 23,358 shares at $16.08, 19,143 shares at $13.77 and 6,662 shares at $14.81 of common stock.

On December 11, the officer disposed of 1,547 shares at a weighted average price of $17.935 and 41,596 shares coded "F" at $17.96, then on December 12 sold a further 2,481 shares at $17.805. Following these transactions, the officer held 71,565.829 common shares directly and 6,723.171 shares indirectly through the issuer's Supplemental Stock Purchase and Tax Savings Plan.

Huntington Bancshares Inc. executive Shelly R. Hingst, SEVP and General Counsel, reported selling 12,832 shares of common stock on 12/11/2025 at $18 per share.

After this transaction, she beneficially owns 239,473.376 shares of Huntington Bancshares common stock in direct ownership. The filing notes the sale occurred automatically under a Rule 10b5-1 trading plan that Ms. Hingst adopted on March 13, 2025.

Huntington Bancshares Incorporated announced that its Board of Directors declared and set aside a quarterly cash dividend on the company’s 5.70% Series I Non-Cumulative Perpetual Preferred Stock.

The dividend is $356.25 per share, which is equivalent to $0.35625 per depositary share of Nasdaq-listed HBANM. It will be payable on March 2, 2026, to shareholders of record as of February 15, 2026. The company also noted that a related news release is provided as an exhibit.

Huntington Bancshares Incorporated is informing investors that its Chairman, President and CEO, Steve Steinour, and CFO, Zach Wasserman, will present to analysts and investors at the 2025 Goldman Sachs Financial Services Conference on December 10, 2025. The related investor presentation slides are furnished as Exhibit 99.1 and are also available in the Investor Relations section of Huntington’s website.

The communication includes extensive forward-looking statements about a proposed transaction between Huntington and Cadence Bank and notes that a Registration Statement on Form S-4, including a joint proxy statement/prospectus, was declared effective on December 3, 2025. Huntington and Cadence emphasize the numerous risks that could affect the transaction and urge their shareholders and other investors to read the registration statement and joint proxy statement/prospectus and related filings because they contain important information about the proposed transaction and upcoming shareholder votes.

Huntington Bancshares Inc. (HBAN)9,940 shares of common stock at $10.06 per share, then had 6,507 shares withheld in a transaction coded "F" at $15.37 for tax or similar obligations, and sold 64,587 shares in an open market transaction coded "S" at a weighted average price of $15.38 per share.

After these transactions, the executive directly owned 534,640.244 shares of common stock and held additional indirect interests of 384,576.302 shares through an Executive Deferred Compensation Plan and 19,382.896 shares through the issuer's Supplemental Stock Purchase and Tax Savings Plan. The sale price reflects a range of $15.37 to $15.51 for the sold shares.

Huntington Bancshares (HBAN) filed a Form 4 showing an internal share transfer by its President, CEO and Chairman, who is also a director. On 11/19/2025, the reporting person transferred 64,000 shares of common stock in a transaction coded "G," which indicates a gift or similar transfer with a price of $0.0000 per share. After this transaction, the reporting person directly owned 1,588,763.404 shares of common stock, with additional indirect holdings through an executive deferred compensation plan, family trusts, grantor retained annuity trusts, company savings plans, and a spouse. The explanations state that the reported changes reflect transfers among grantor retained annuity trusts, family trusts, and directly held accounts, and clarify that the filing does not admit beneficial ownership for certain indirect holdings.

Huntington Bancshares Inc. (HBAN) reported an insider stock transaction by its SEVP and General Counsel. On 11/14/2025, the executive sold 6,416 shares of common stock in an open-market transaction at a price of $15.65 per share, coded as a sale. After this transaction, the executive beneficially owns 252,305.376 shares of Huntington Bancshares common stock in direct ownership form. The company notes that the sale occurred automatically under a pre-arranged Rule 10b5-1 trading plan adopted on March 13, 2025.