Shareholders at Huntington (NASDAQ: HBAN) approve Cadence Bank deal

Rhea-AI Filing Summary

Huntington Bancshares Incorporated held a special shareholder meeting to vote on proposals tied to its planned merger of Cadence Bank into The Huntington National Bank under an Agreement and Plan of Merger dated October 26, 2025. Shareholders considered a share issuance proposal needed to complete the transaction and an adjournment proposal.

Of 1,574,803,152 Huntington common shares outstanding as of November 28, 2025, about 77% were represented, providing a quorum. The share issuance proposal passed with 1,198,695,370 votes for, 4,655,051 against, and 2,066,143 abstaining, which Huntington notes was approximately 99% of votes cast. The adjournment proposal also passed, with 1,145,350,513 votes for and about 95% support of votes cast, but no adjournment was needed because the share issuance proposal had already been approved.

Insights

Bank M&A and corporate governance analyst

Shareholders strongly backed issuing stock for Huntington’s planned Cadence Bank merger.

The special meeting shows broad shareholder engagement, with 1,205,416,564 Huntington common shares represented, about 77% of those outstanding as of the November 28, 2025 record date. This level of participation indicates that a large portion of the investor base weighed in on the merger-related proposals.

The share issuance proposal, which is necessary to provide Huntington stock in the Cadence Bank merger structure, received 1,198,695,370 votes in favor versus 4,655,051 against and 2,066,143 abstentions. Huntington states this support equaled about 99% of votes cast, signaling minimal organized opposition to the equity component of the deal.

The adjournment proposal, designed to allow a later reconvening if votes were insufficient, also passed with 1,145,350,513 votes for, 58,155,900 against, and 1,190,151 abstentions, or roughly 95% of votes cast. Because the share issuance proposal had already obtained strong approval, no adjournment was used and the meeting concluded, clearing an important shareholder-approval condition for progressing the merger documented in the October 26, 2025 Merger Agreement.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 6, 2026

Huntington Bancshares Incorporated

(Exact Name of Registrant as Specified in Charter)

Maryland	1-34073	31-0724920
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

41 South High Street, Columbus, Ohio 43287

(Address of Principal Executive Offices, and Zip Code)

(614) 480-2265

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)		HBANP		NASDAQ
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)		HBANM		NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)		HBANL		NASDAQ
Common Stock-Par Value $0.01 per Share		HBAN		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 6, 2026, Huntington Bancshares Incorporated (“Huntington”) held a special meeting of shareholders (the “Huntington special meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 26, 2025, by and among Huntington, The Huntington National Bank, a national bank and wholly owned subsidiary of Huntington (“Huntington National Bank”) and Cadence Bank (“Cadence”), which provides, among other things and subject to the terms and conditions set forth therein, that Cadence will merge with and into Huntington National Bank, with Huntington National Bank as the surviving bank.

As of the close of business on November 28, 2025, the record date for the Huntington special meeting, there were 1,574,803,152 shares of common stock, par value $0.01, of Huntington (“Huntington common stock”) outstanding, each of which was entitled to one vote for each proposal at the Huntington special meeting.  At the Huntington special meeting, a total of 1,205,416,564 shares of Huntington common stock, representing approximately 77% of the shares of Huntington common stock outstanding and entitled to vote, were present virtually via the Huntington special meeting website or by proxy, constituting a quorum to conduct business.

At the Huntington special meeting, the following proposals were considered:

1. a proposal to approve the issuance of shares of common stock, par value $0.01 per share, of Huntington pursuant to the Merger Agreement (the “Huntington share issuance proposal”); and

2. a proposal to approve the adjournment of the Huntington special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the Huntington special meeting to approve the share issuance proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of Huntington common stock (the “Huntington adjournment proposal”).

Both of these proposals were approved by the requisite vote of Huntington’s shareholders.  The final voting results for both proposals are described below.  For more information on both of these proposals, see the definitive joint proxy statement/prospectus filed by Huntington with the U.S. Securities and Exchange Commission on December 3, 2025.

1. The Huntington share issuance proposal:

For	Against	Abstain	Broker Non-Votes
1,198,695,370	4,655,051	2,066,143	N/A

The Huntington share issuance proposal received the vote of more than a majority of the votes cast on the Huntington share issuance proposal by the holders of Huntington common stock at the Huntington special meeting.  The votes cast in favor of the Huntington share issuance proposal represented approximately 99% of all votes cast on the Huntington share issuance proposal.

2. The Huntington adjournment proposal:

For	Against	Abstain	Broker Non-Votes
1,145,350,513	58,155,900	1,190,151	N/A

The Huntington adjournment proposal received the vote of more than a majority of the votes cast on the Huntington adjournment proposal by the holders of Huntington common stock entitled to vote.  The votes cast in favor of the Huntington adjournment proposal represented approximately 95% of all votes cast on the Huntington adjournment proposal.

Because there were sufficient votes to approve the share issuance proposal , no adjournment of the Huntington special meeting was determined to be necessary or appropriate, and accordingly, the Huntington special meeting was not adjourned and proceeded to conclusion.

Item 8.01. Other Events.

On January 6, 2026, Huntington and Cadence issued a joint press release announcing the results of the Huntington special meeting and the results of the special meeting of Cadence shareholders held on January 6, 2026.  A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Joint Press Release dated January 6, 2026
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUNTINGTON BANCSHARES INCORPORATED
	By:	/s/ Marcy C. Hingst
	Name:	Marcy C. Hingst
	Title:	General Counsel and Corporate Secretary
Date: January 6, 2026

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FAQ

What did Huntington Bancshares (HBAN) shareholders approve at the special meeting?

Shareholders approved a Huntington share issuance proposal related to the merger of Cadence Bank into The Huntington National Bank and also approved a meeting adjournment proposal, though no adjournment was ultimately needed.

How strong was shareholder support for Huntington Bancshares’ share issuance proposal?

The share issuance proposal received 1,198,695,370 votes for, 4,655,051 against, and 2,066,143 abstentions, which Huntington states represented approximately 99% of all votes cast on that proposal.

What quorum was present at Huntington Bancshares’ January 6, 2026 special meeting?

At the special meeting, 1,205,416,564 shares of Huntington common stock were present virtually or by proxy, representing approximately 77% of the 1,574,803,152 outstanding shares entitled to vote, which constituted a quorum.

How did shareholders vote on the Huntington adjournment proposal?

The adjournment proposal received 1,145,350,513 votes for, 58,155,900 against, and 1,190,151 abstentions, and Huntington states that votes in favor represented approximately 95% of all votes cast on this proposal.

What merger is Huntington Bancshares pursuing with Cadence Bank?

Under the October 26, 2025 Agreement and Plan of Merger, Cadence Bank will merge with and into The Huntington National Bank, a wholly owned subsidiary of Huntington Bancshares, with The Huntington National Bank as the surviving bank.

Did Huntington Bancshares adjourn its January 6, 2026 special shareholder meeting?

No. Although the adjournment proposal was approved, there were already sufficient votes to approve the share issuance proposal, so the special meeting was not adjourned and proceeded to conclusion.

Did Huntington Bancshares and Cadence Bank communicate the vote results publicly?

Yes. On January 6, 2026, Huntington and Cadence issued a joint press release announcing the results of Huntington’s special meeting and Cadence’s special shareholder meeting, which is included as Exhibit 99.1.