Huntington Bancshares Inc SEC Filings

Huntington Bancshares (HBAN) insider filing: The company’s SEVP and General Counsel reported a tax-withholding transaction tied to RSU vesting. On 11/03/2025, 43,267 shares were withheld (Transaction Code F) at $15.44 to satisfy taxes. Following this, the insider directly owns 258,721.376 shares.

Huntington Bancshares (HBAN) disclosed a director’s open‑market purchase on a Form 4. On 11/04/2025, the director bought 6,506 shares of common stock at $15.3 per share, coded “P” for a purchase.

After the transaction, the director beneficially owns 89,831.2577 shares directly. In addition, 10,261.622 shares are held indirectly through the Director Deferred Compensation Plan. The filing was made by one reporting person.

Huntington Bancshares (HBAN) announced a merger agreement with Cadence Bank, under which Cadence will merge into The Huntington National Bank, with Huntington National Bank as the surviving bank. Each Cadence common share will be converted into 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares. Each outstanding share of Cadence 5.50% Series A preferred will convert into 1/1000 of a share of a new Huntington preferred series (or related depositary shares) with rights not materially less favorable.

Equity awards will convert into Huntington awards per the exchange ratio, with specific treatment for restricted, performance, and director units. Three Cadence directors, including James D. Rollins III, will join Huntington’s board. Closing is subject to shareholder approvals, regulatory approvals including OCC, NASDAQ listing authorization, and the effectiveness of an S-4, along with a tax opinion under Section 368(a). The agreement includes a $296,000,000 termination fee payable by either party in specified circumstances. Huntington will maintain the Cadence Bank Foundation and dedicate its funds to community initiatives within Cadence’s footprint.

Huntington Bancshares announced a definitive agreement for Cadence Bank to merge into The Huntington National Bank, with Huntington National Bank as the surviving bank. Each share of Cadence common stock will be converted into the right to receive 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares.

Each share of Cadence 5.50% Series A preferred will convert into the right to receive 1/1000 of a share of a new Huntington preferred series (or depositary shares) with terms not materially less favorable. Cadence equity awards will convert or settle based on the exchange ratio and award type, with rTSR for certain performance awards measured as of October 21, 2025. Three Cadence directors, including James D. Rollins III, will join Huntington’s board.

Closing requires shareholder approvals, regulatory approvals (including OCC), NASDAQ listing of the new securities, and an effective Form S-4. The agreement includes a $296,000,000 termination fee under specified circumstances and commits Huntington to maintain the Cadence Bank Foundation and its funds within Cadence’s footprint.

Huntington Bancshares (HBAN) posted a Rule 425 communication regarding its proposed transaction with Cadence Bank. The message includes extensive forward‑looking statements caution, noting that completion and benefits of the deal depend on multiple factors and may differ from expectations.

Huntington will file a Form S-4 that includes a joint proxy statement/prospectus, and the transaction will be submitted to both companies’ shareholders for consideration. The communication states it is not an offer to sell or solicit securities. It highlights key contingencies and risks, including obtaining regulatory and shareholder approvals, potential delays, integration challenges, costs, legal proceedings, macroeconomic conditions, and possible dilution from issuing additional shares in connection with the merger. Once available, materials will be accessible via the SEC website and Cadence’s investor relations site.

Huntington Bancshares (HBAN) discussed its proposed acquisition of Cadence Bank, highlighting targeted $365 million pre-tax cost synergies from integration. CEO Stephen Steinour said the plan is “well mapped” and reiterated there will be no branch closures.

He contrasted Cadence’s broad consumer and community banking base with Veritex’s commercial focus, noting Veritex closed last week. The combined presence is expected to deepen reach in Texas, with number five share in Dallas, number five in Houston, and eighth overall in the state, and maintain number one share in Mississippi. He also cited growth markets such as Nashville, Atlanta, Tampa, and Orlando.

The transaction will proceed through a Form S-4 with a joint proxy statement/prospectus and will be submitted to Huntington and Cadence shareholders, with regulatory approvals required. The companies included forward‑looking statement cautions covering execution, regulatory outcomes, integration, costs, dilution from share issuance, and other industry and macroeconomic risks.

Huntington Bancshares announced an all‑stock acquisition of Cadence Bank, valuing the deal at $7.4 billion. Cadence shareholders will receive 2.475 Huntington shares per Cadence share, for pro forma ownership of 77% Huntington and 23% Cadence, subject to shareholder and regulatory approvals.

The company targets 10% EPS accretion in 2027 and a 200 bps lift in ROTCE to 18%–19%, driven by $365 million pretax cost synergies (30% of Cadence’s forecast 2027 cash noninterest expense), with 75% realized in 2026 and full run‑rate in 2027. Pro forma TBVPS at close is projected at $9.33, a 7% dilution with a 3‑year earn‑back, and adjusted CET1 at closing of 9.2%.

The combination expands scale across the South and Texas, including 144 branches statewide, $26 billion in Texas deposits, ranking #8 by deposits, and #5 in Dallas and Houston. Management plans to restructure about one‑third of Cadence’s $10 billion securities portfolio; this is included in guidance and represents about $0.015 lower EPS in 2027, offset by longer‑term cash flow benefits. Loan mark accretion of $1.56 billion is expected to be recognized roughly 40% in 2026, 35% in 2027, and most of the remainder in 2028. Closing is expected in Q1 2026.