[425] HUNTINGTON BANCSHARES INC /MD/ Business Combination Communication

Rhea-AI Filing Summary

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.

Insights

Bank M&A analyst

Transformational bank deal with $365 million cost synergies, integration and approvals key.

Huntington outlines a large combination with Cadence, targeting $365 million pre-tax cost synergies and emphasizing no branch closures. Management frames Cadence’s consumer/community strengths as complementary to Veritex’s commercial profile, with Texas scale (top-five shares in Dallas and Houston) and leadership in Mississippi.

Realization of synergies depends on execution and integration across different customer mixes and systems, alongside regulatory review and shareholder approvals. The companies list typical risks: regulatory conditions, timing, integration challenges, costs, and potential dilution from share issuance tied to the merger structure.

Key items to track, per disclosures, include filing of the Form S-4 with the joint proxy statement/prospectus and subsequent shareholder votes and regulatory decisions. Actual cost saves and market-share benefits hinge on closing and post‑close integration steps.

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 28, 2025

The following is a transcript of an interview on CNBC that has been made available for replay.

Huntington Bancshares CEO on the deal to acquire Cadence Bank: It’s a transformational step for us

10/27/2025

Interviewer: CNBC exclusive. Huntington Bancshares CEO Steve Steinour, he oversees more than a thousand locations across 14 states. So good to have you today, Steve, appreciate it. I want to start on cost synergies, because that was a big topic of conversation on the call you had with analysts today. It looks like about 365 million pre-tax that's being targeted from this integration. 30% of Cadence is forecasted 27 non-interest expense. How confident are you that you'll be able to get there and what do you need to do to get it done?

Stephen D. Steinour: Well, Leslie, good morning. This is a partnership with Dan Rollins, the CEO at Cadence, and the Cadence management team. We've been working on this for four months and we are highly convicted and confident in our ability to achieve the cost savings and the synergies associated with that. This is really well mapped. I've been involved in many dozens of these, none have been nearly as well mapped as this one is. So, we will make this happen. There are no branch closures. This is a really important, I think a transformational step for us, it's a great opportunity to put two really good companies together and get something even better in the future.

Interviewer: And in the meantime, you're actually putting together three companies because you announced a deal to acquire Veritex just a couple months ago. How do you see that integration going and are you on the prowl for more deals to come?

Stephen D. Steinour: Well, we closed on Veritex last Monday and Veritex was a Dallas headquartered bank, really a commercial bank, a business bank. Cadence is a Houston headquartered bank in Tupelo, Mississippi, co-headquartered. Cadence is much more of a community bank with over a million consumer customers, 150,000 commercial customers. So very very different and it fits hand in glove in terms of Dallas, Houston and the nature of the business that the two banks have done over a good number of years. Cadence is a 150 year old bank so they have deep relationships, very sticky deposits. We're thrilled, they're much more like us, so we're very confident in putting the two together. We talked to both CEOs openly about this even at the start. They both admire and respect each other and like each other. So this will, this should work very very well for us.

Interviewer: And are you done or would you pursue more from here?

Stephen D. Steinour: Oh, we have a lot on our plate now. We are growing organically faster than all of our peers. We've just had a record third quarter in terms of growth. We're very optimistic about the fourth quarter and going into next year continuing that growth. And now we have two important combinations to make. We're going to be a force in Texas. Number five share in Dallas, number five share in Houston, eighth overall in the state, and we're exactly where we want to be in a very large state. That Texas marketplace, Dallas in the North, Houston, San Antonio, Austin, that triangle is where almost the majority of the economics that occur in Texas exist. And it's rapidly growing. So, we're very excited. We're very focused on integrating these well and in addition to Texas, number one share in Mississippi, number 10 share in a number of states, great new markets, Nashville, Atlanta, Tampa, Orlando. So we have a lot on our plate. That's what we're focused on. Drive the core organic growth and get this completed in very good shape.

Interviewer: What do you think it says about the industry appetite to combine in aggregate, Stephen?

Stephen D. Steinour: Well, I think this administration is not just for banking but constructive in terms of business and business generation and I think you'll see a bit more combinations in the banking industry but I don't think there's like a flood of things about to happen. But there's likely to be more companies that will combine.

Interviewer: And in terms of Texas in particular, obviously these two deals give you a bigger footprint as you were outlining both in Dallas and Houston. Why the appeal there? Is it as simple as just there's been a huge population migration to Texas in recent years and therefore you want to capture that or is there something about the regulatory or tax environment in Texas that it is important for you to have a bigger footprint there?

Stephen D. Steinour: Well, this is all about economic growth. First, we're a Midwest anchored institution. We're very large in Ohio and Michigan and the surrounding states and we've been here for 160 years. So we have deep multigenerational relationships. But when we think about where is the economic growth occurring at an even faster pace, it's in the South and in Texas and this combination with Cadence positions us really well in the South and gives us an incredible position to work from in Texas. We're already the number one SBA lender in Texas. We've been investing there since 2009. We've got $5 billion of loans. But when we put it all together, we'll be a factor.

Interviewer: I was in Dallas last week and that was the whole ethos, you know, bringing more financial jobs to the State, building out a banking system there that rivals New York. So, this kind of feeds into that narrative. Stephen, appreciate your time. Thank you.

Stephen D. Steinour: Absolutely. Great to be speaking with you.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Huntington Bancshares Incorporated (“Huntington”) and Cadence Bank (“Cadence”), the expected timing of completion of the transaction, and other statements that are not historical facts.  Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below.  Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.  Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.  The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Huntington and Cadence caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Huntington’s and Cadence’s control.  While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as Federal Deposit Insurance Corporation (the “FDIC”) special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”); volatility and disruptions in global capital, foreign exchange and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the Securities and Exchange Commission (the “SEC”), the Office of the Comptroller of the Currency, Federal Reserve, FDIC, the Consumer Financial Protection Bureau and state-level regulators; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Huntington and Cadence; the outcome of any legal proceedings that may be instituted against Huntington or Cadence; delays in completing the proposed transaction involving Huntington and Cadence; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain Huntington shareholder approval or Cadence shareholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and Cadence do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the ability of Huntington and Cadence to meet expectations regarding the timing, completion and accounting and tax treatment of the transaction; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Huntington and Cadence successfully; the dilution caused by Huntington’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Huntington and Cadence. Additional factors that could cause results to differ materially from those described above can be found in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended June 30, 2025, each of which is on file with the SEC and available on the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Investor Relations” and in other documents Huntington files with the SEC, and in Cadence’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended June 30, 2025, each of which is on file with the Federal Reserve and available on Cadence’s investor relations website, ir.cadencebank.com, under the heading “Public Filings” and in other documents Cadence files with the Federal Reserve.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.  Forward-looking statements speak only as of the date they are made and are based on information available at that time.  Neither Huntington nor Cadence assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.  If Huntington or Cadence updates one or more forward-looking statements, no inference should be drawn that Huntington or Cadence will make additional updates with respect to those or other forward-looking statements.  As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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 cost synergies does HBAN target in the Cadence deal?

Management cited $365 million pre-tax integration cost synergies.

Will Huntington close branches as part of the Cadence acquisition?

The CEO said there will be no branch closures.

How does the deal affect HBAN’s Texas footprint?

HBAN cited number five share in Dallas, number five in Houston, and eighth overall in Texas.

What regulatory filings will be made for the HBAN–Cadence transaction?

Huntington will file a Form S-4 including a joint proxy statement/prospectus.

Do shareholders need to approve the HBAN–Cadence merger?

Yes. The transaction will be submitted to Huntington and Cadence shareholders for consideration.

What risks did the companies highlight about the transaction?

They cited regulatory approvals, timing, integration challenges, costs, and potential dilution from share issuance.

How does Veritex fit into HBAN’s strategy mentioned here?

HBAN said Veritex closed last week and brings a commercial bank profile that complements Cadence’s community and consumer base.