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Huntington Bancshares Incorporated reports that its planned merger of Cadence Bank into The Huntington National Bank has cleared key milestones. Shareholders of both Huntington and Cadence approved merger-related proposals, and all required regulatory approvals have been received, so closing is expected on or about February 1, 2026, subject to remaining conditions in the merger agreement.
Huntington also announced an offering of debt securities and, in connection with that offering, is filing Cadence’s audited and interim financial statements and unaudited pro forma combined financial statements for Huntington and Cadence as exhibits. The company notes that these filings do not modify or update Huntington’s previously filed annual or quarterly consolidated financial statements.
Huntington Bancshares Incorporated reported that its Board of Directors declared a quarterly cash dividend on its common stock of $0.155 per share, unchanged from the prior quarter. This dividend will be paid on April 1, 2026, to shareholders who are on record as of March 18, 2026.
The Board also approved quarterly cash dividends on six series of preferred stock. These include per-share dividends of $16.5845 for Floating Rate Series B, $1,406.25 for 5.625% Series F, $1,112.50 for 4.450% Series G, $11.25 for 4.5% Series H, $17.19 for 6.875% Series J, and $1,562.50 for 6.25% Series K. All six preferred dividends are payable on April 15, 2026, to shareholders of record on April 1, 2026.
Huntington Bancshares Incorporated filed a current report describing the public release of its earnings for the quarter ended December 31, 2025. The company issued a news release and a Quarterly Financial Supplement, which are included as Exhibits 99.1 and 99.2 and incorporated by reference.
The filing explains that Huntington’s senior management is hosting an earnings conference call on January 22, 2026 at 9:00 a.m. Eastern Time, with access provided via webcast and dial-in numbers, and replay options available through January 30, 2026. The report also includes an extensive cautionary statement about forward-looking statements, outlining numerous economic, regulatory, operational, and transaction-related risks that could cause actual results to differ from expectations.
Huntington Bancshares Incorporated filed an 8-K announcing the introduction of 6.250% Series K Non-Cumulative Perpetual Preferred Stock and related documents. The filing includes an Underwriting Agreement dated September 9, 2025, Articles Supplementary effective September 10, 2025, a Deposit Agreement dated September 11, 2025, a form of certificate for the Series K shares, a form of depositary receipt for depositary shares, and legal opinions and consents from Venable LLP and Wachtell, Lipton, Rosen & Katz. The Series K shares are pari passu with specified prior parity securities and senior to Huntington common stock and certain junior preferred securities. Redemption of Series K is subject to Federal Reserve approval and holders lack a mandatory redemption right.
Huntington Bancshares insider sale under 10b5-1 plan. Marcy C. Hingst, SEVP and General Counsel, reported an automatic sale of 41,100 shares of Huntington Bancshares common stock on 09/05/2025 pursuant to a Rule 10b5-1 trading plan adopted March 13, 2025. The weighted average sale price was $18, with individual sale prices ranging from $18.00 to $18.01. Following the transaction Hingst beneficially owns 299,361.454 shares. The Form 4 was signed by an attorney-in-fact, Anne Kruger, on 09/09/2025. No options or derivative transactions were reported.
Huntington Bancshares Incorporated filed a current report describing its participation in the 2025 Barclays Global Financial Services Conference on September 8, 2025. Chief Financial Officer Zach Wasserman and President of Consumer and Regional Banking Brant Standridge are scheduled to present to analysts and investors.
The company has provided a copy of the conference presentation slides as Exhibit 99.1, and these slides are also available in the Investor Relations section of its website at www.huntington.com. The slides are being furnished under Regulation FD and are expressly stated as not being "filed" for purposes of the Securities Exchange Act of 1934 and not incorporated by reference into other securities law filings unless specifically referenced.
Huntington Bancshares Incorporated Form 144 notifies the SEC of a proposed sale of 41,100 common shares held for the account of a person associated with the company. The shares were acquired on 11/01/2024 as equity compensation. The filing lists an approximate aggregate market value of $739,820.71 based on the proposed sale and shows 1,458,800,042 shares outstanding for the issuer. The broker named for the sale is Merrill Lynch in New York and the approximate sale date is 09/05/2025 on Nasdaq. The filer also disclosed a prior sale of 13,700 common shares on 06/13/2025 that generated $216,323.00 in gross proceeds. The filer represents there is no undisclosed material information.
Timothy W. Miller, EVP & Chief Communications Officer of Huntington Bancshares Inc. (ticker: HBAN), reported a transaction on 09/03/2025 in which 480 shares of Common Stock were disposed at a reported price of $17.61. The filing explains these shares were withheld to satisfy the reporting person’s tax withholding obligation upon the vesting of a restricted stock unit award. After the transaction, Mr. Miller is reported to beneficially own 60,632.857 shares directly. The Form 4 was signed by an attorney-in-fact on 09/04/2025.
Huntington Bancshares Incorporated ("Huntington") and Veritex Holdings, Inc. ("Veritex") have agreed to merge, with Huntington as the surviving corporation under a merger agreement dated July 13, 2025. Under the deal, each outstanding share of Veritex common stock will be exchanged for 1.95 shares of Huntington common stock. Based on Huntington's closing price on July 11, 2025 of $17.39, the exchange ratio implied approximately $33.91 per share of Veritex common stock.
The Veritex board unanimously recommends the merger and Keefe, Bruyette & Woods delivered a fairness opinion to Veritex. The companies expect to close in the fourth quarter of 2025, subject to Veritex shareholder approval at a virtual special meeting on September 22, 2025 and required regulatory approvals; initial regulatory filings were made on July 14, 2025. Material items disclosed include a $56 million termination fee under certain circumstances, the absence of appraisal rights for Veritex shareholders, and demand letters received alleging omitted disclosures.