Huntington Bancshares Inc SEC Filings

Huntington Bancshares (HBAN) announced a proposed combination with Cadence Bank and outlined customer-facing details and next steps. The companies expect to combine in Q1 2026, subject to regulatory approvals and customary closing conditions, with systems conversion targeted for Q2 2026.

Huntington plans to maintain Cadence’s branch presence with no closures and to rebrand Cadence branches under the Huntington name after conversion. Until closing and conversion, it is banking as usual: customers should continue using existing Cadence checks, cards, branches, ATMs, and digital apps. The communication reiterates FDIC insurance rules, including the basic $250,000 per-depositor limit and a special post‑merger rule treating deposits as separately insured for at least six months.

Huntington will file a Form S-4 containing a joint proxy statement/prospectus, and shareholders of both companies will be asked to consider the transaction. They are urged to read the materials when available.

Huntington Bancshares (HBAN) announced an agreement to acquire Cadence Bank, a regional bank with a strong presence across Texas, Mississippi, and the South. Management highlighted the combination as a cultural fit and a geographic complement that extends Huntington’s products and services across 21 states.

The deal brings immediate scale in Texas and Mississippi and would position Huntington as a top 10 bank in Alabama and Arkansas. Cadence adds approximately 390 branches, which Huntington plans to maintain and invest in over time. The company cited strategic footholds in high‑growth markets including Houston, Dallas–Fort Worth, Austin, Atlanta, Nashville, Orlando, and Tampa.

Huntington currently expects the combination to close in Q1 2026, with systems conversion in Q2 2026. In connection with the transaction, Huntington will file an S‑4 that includes a joint proxy statement/prospectus, and the transaction will be submitted to both companies’ shareholders for consideration.

Huntington Bancshares (HBAN) announced an agreement to acquire Cadence Bank, a $53 billion bank with more than 390 locations across Texas and the South. The deal expands Huntington’s footprint into eight new states and will make its full products and services available across 21 states, including key markets such as Houston, Dallas, Austin, Atlanta, Nashville, Orlando, and Tampa.

Cadence’s Chairman and CEO Dan Rollins 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. The combination is expected to close in the first quarter of 2026, subject to regulatory approvals and customary closing conditions. Following conversion, expected in the second quarter of 2026, Cadence teams and branches will operate under the Huntington Bank brand.

Huntington Bancshares (HBAN) announced an all‑stock acquisition of Cadence Bank via a definitive Agreement and Plan of Merger. Cadence shareholders will receive 2.475 HBAN shares per CADE share, implying $39.77 per Cadence share and an aggregate transaction value of $7.4 billion based on HBAN’s October 24, 2025 closing price.

The companies expect the deal to close in Q1 2026, subject to regulatory and shareholder approvals, with brand and systems conversion targeted for Q2 2026. Huntington projects the transaction to be 10% accretive to EPS, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share with an earn‑back in three years inclusive of merger expenses. Huntington plans to maintain Cadence’s branch network—with no branch closures—and expand into high‑growth markets such as Houston, Dallas–Fort Worth, Austin, Atlanta, Nashville, Orlando and Tampa.

Huntington Bancshares (HBAN) announced a bank merger agreement with Cadence Bank. Huntington, The Huntington National Bank, and Cadence executed an Agreement and Plan of Merger dated October 26, 2025. Under the agreement, Cadence will merge with and into The Huntington National Bank, which will remain the surviving bank.

Huntington and Cadence issued a joint press release and an investor presentation to discuss the proposed transaction, furnished as Exhibits 99.1 and 99.2. Huntington will file a Form S-4 that includes a joint proxy statement/prospectus for shareholder consideration of the merger. The communication includes forward‑looking statements and outlines customary risks, including required shareholder and regulatory approvals, integration execution, and potential dilution from any Huntington share issuance in connection with the transaction.

Huntington Bancshares (HBAN) reported an insider transaction on Form 4 showing a director received 2,904.789 shares of common stock on 10/21/2025, coded A(1) at $0.0000 per share. The filing notes these reflect quarterly share awards to directors under the Directors' Deferred Compensation Plan.

Following the transaction, beneficial ownership included 193,110.333 shares held directly and 42,901.814 shares held indirectly through a Director Deferred Compensation Plan. Additional indirect holdings listed were 22,921 shares by the Richard A. Sit Trust, 152,572 shares by Sit Investment Associates, and 4,713 shares by a trust.

Huntington Bancshares (HBAN) reported an insider transaction by a director. On 10/21/2025, the director acquired 2,595.101 shares of common stock at $0.0000, recorded as a quarterly share award under the Directors' Deferred Compensation Plan.

Following the transaction, the filing lists 8,299.32 shares as indirectly owned through the Director Deferred Compensation Plan and 21,274.515 shares as directly owned. The transaction was coded “A (1),” indicating an award under plan terms, as clarified in the filing’s notes.

Huntington Bancshares (HBAN) filed a Form 4 reporting a director’s quarterly share award. On 10/21/2025, the director acquired 3,038.072 shares of common stock at $0.0000 pursuant to the Directors' Deferred Compensation Plan.

After the transaction, beneficial ownership was reported as 57,113.229 shares held indirectly via the Director Deferred Compensation Plan and 134,445.125 shares held directly.

Huntington Bancshares (HBAN) director reports equity award. On 10/21/2025, a director acquired 3,038.072 shares of common stock, reported at a price of $0.0000, as a quarterly share award under the Directors' Deferred Compensation Plan.

Following the transaction, indirect holdings under the Director Deferred Compensation Plan were 252,155.355 shares, and direct holdings were 328,980.748 shares. The filing notes the award reflects routine plan terms and states it should not be construed as an admission of beneficial ownership for all reported securities.