HBAN announces proposed Cadence deal; S-4 with joint proxy planned

Rhea-AI Filing Summary

Huntington Bancshares filed a Rule 425 communication sharing CEO Steve Steinour’s letter welcoming Cadence Bank employees and noting the companies have decided to partner. Huntington plans to file a Form S-4 that will include a joint proxy statement/prospectus, and the proposed transaction will be submitted to shareholders of both companies for consideration. The letter also states that Dan will join as non-executive Vice Chair of Huntington Bancshares Incorporated and as a director of both Huntington Bancshares Incorporated and The Huntington National Bank.

Insights

Bank M&A analyst

Administrative step in a proposed Huntington–Cadence transaction.

The communication signals a pending combination between Huntington and Cadence, with a forthcoming Form S-4 containing a joint proxy statement/prospectus. This is a standard step to prepare for a shareholder vote and regulatory review.

The letter also notes a leadership addition, with Dan designated as non-executive Vice Chair and director roles. Actual terms, valuation, and synergy details are not included here; those typically appear in the S-4.

Next milestones are the S-4 filing and the shareholder votes. Outcomes will depend on regulatory clearances and shareholder approvals as described.

Filed by Huntington Bancshares Incorporated
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company:  Cadence Bank
Commission File No.:  001-34073
Date:  October 27, 2025

The following is a letter from Steve Steinour, Chief Executive Officer of Huntington Bancshares Incorporated that was made available to Huntington Bancshares Incorporated’s employees.

To: All Cadence teammates

Subject: Welcome to Huntington Bank: A Message From Steve Steinour

Cadence Bank team,

I’m Steve Steinour, CEO of Huntington Bank. As Dan shared earlier today, our companies have decided to partner so that we can do even more to support our customers, deliver for our communities, and grow our businesses.

We are very excited to welcome you to Huntington. I know you have questions about what this all means—and I invite you to watch this video to hear my thoughts on the opportunities ahead.

You will likely have many more questions in the days and weeks ahead. We may not always have an immediate answer to provide, but we promise to be open and transparent with you as we move through this process, and to update you on a regular basis.

Finally, I would like to thank Dan and the Cadence Senior Management team. They have been—and will continue to be—outstanding partners throughout this entire planning process, helping position our combined organization for long-term success. We are grateful for the partnership and delighted that Dan will join as non-executive Vice Chair of Huntington Bancshares Incorporated as well as a director of Huntington Bancshares Incorporated and the Huntington National Bank.

On behalf of my colleagues, I am thrilled and honored to welcome you to Huntington. And I look forward to meeting you soon.

Steve Steinour

Chairman, President, and CEO

***

Resources:

• Huntington.com/CadenceBank: Stay up to date with what this means for customers

• Integration Center: See integration FAQs and resources for teammates

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Huntington and Cadence and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction.  The proposed transaction involving Huntington and Cadence will be submitted to Huntington’s shareholders and Cadence’s shareholders for their consideration.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  INVESTORS, SHAREHOLDERS OF HUNTINGTON AND SHAREHOLDERS OF CADENCE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND THE FEDERAL RESERVE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Huntington and Cadence, without charge, at the SEC’s website (http://www.sec.gov) and Cadence’s website (https://ir.cadencebank.com/fdic-federal-reserve-filings), respectively.  Copies of the joint proxy statement/prospectus, when available, and the filings with the SEC and the Federal Reserve that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007.  Copies of the joint proxy statement/prospectus, when available, and filings containing information about Cadence may be obtained after their filing with the Federal Reserve at (https://ir.cadencebank.com/fdic-federal-reserve-filings), by directing a request to Will Fisackerly, Cadence Investor Relations, Cadence Bank, (800) 698-7878, IR@cadencebank.com.  References to Cadence’s website does not constitute incorporation by reference of the information contained on the website and is not, and should not be, deemed part of this filing.

PARTICIPANTS IN THE SOLICITATION

Huntington, Cadence, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Huntington and shareholders of Cadence in connection with the proposed transaction.  Information regarding the interests of the directors and executive officers of Huntington and Cadence and other persons who may be deemed to be participants in the solicitation of shareholders of Huntington and Cadence in connection with the transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the definitive joint proxy statement/prospectus related to the transaction, which will be filed by Huntington with the SEC.  Information regarding Huntington’s directors and executive officers is available in its definitive joint proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on March 6, 2025, and other documents filed by Huntington with the SEC.  Information regarding Cadence’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the Federal Reserve on March 14, 2025, and other documents filed by Cadence with the Federal Reserve.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC and the Federal Reserve by Huntington and Cadence, respectively.  Free copies of these documents may be obtained as described above under “Important Additional Information.”

FAQ

What did HBAN disclose in this Form 425 filing?

A CEO letter welcoming Cadence Bank employees and noting a proposed partnership, with plans to file a Form S-4 including a joint proxy statement/prospectus.

Will HBAN (Huntington) and CADE (Cadence) shareholders vote on the deal?

Yes. The proposed transaction will be submitted to Huntington’s and Cadence’s shareholders for their consideration.

What documents will be filed for the Huntington–Cadence transaction?

A Registration Statement on Form S-4 with a joint proxy statement/prospectus, plus other relevant documents with the SEC and the Federal Reserve.

Where can investors access the joint proxy statement/prospectus?

When available, it can be obtained free at the SEC’s website and via Huntington Investor Relations; Cadence will provide links on its investor site.

Does the communication constitute an offer to sell securities?

No. It explicitly states it is not an offer to sell or solicit the purchase of securities.

Were any leadership changes mentioned for Huntington?

Yes. The letter states that Dan will join as non-executive Vice Chair of Huntington Bancshares Incorporated and as a director of both the holding company and The Huntington National Bank.