Huntington Bancshares Incorporated issued two new debt securities to investors. The company sold $1,000,000,000 of 4.623% Fixed-to-Floating Rate Senior Notes due 2032 and $750,000,000 of 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041. These Notes were issued under existing senior and subordinated indentures with The Bank of New York Mellon Trust Company, N.A. as trustee and sold through an underwriting group led by major investment banks. Related indentures, supplemental indentures, note forms and legal opinions are filed as exhibits and incorporated into the company’s automatic shelf registration statement.
Huntington Bancshares director Roger J. Sit reported a quarterly stock award under the company’s Directors’ Deferred Compensation Plan. On 01/26/2026, an automatic grant of 2,556.864 shares of common stock was credited at a price of $0.0000 per share, held indirectly through the Director Deferred Compensation Plan.
After this award, 45,843.232 shares were held through the Director Deferred Compensation Plan, in addition to 194,620.25 shares held directly and other indirect holdings, including 22,921 shares by the Richard A. Sit Trust, 152,572 shares by Sit Investment Associates, and 4,713 shares by another trust. The filing states it should not be construed as an admission of beneficial ownership of these securities.
Huntington Bancshares director Teresa H. Shea received 1,482.188 shares of common stock on January 26, 2026 as a quarterly award under the Directors' Deferred Compensation Plan at $0.0000 per share, reported as indirectly owned through that plan. After this award, she indirectly holds 9,855.9 shares and directly holds 21,454.294 shares of Huntington Bancshares common stock.
Huntington Bancshares Inc. director Kenneth J. Phelan reported a routine equity grant under the company’s Directors' Deferred Compensation Plan. On January 26, 2026, he was awarded 3,400.737 shares of common stock at a price of $0.0000, held indirectly through the Director Deferred Compensation Plan.
Following this award, 61,025.905 shares are reported as indirectly held through the Director Deferred Compensation Plan, 95,282.593 shares are held directly, and 40,000 shares are indirectly held by a trust. The filing states that it should not be construed as an admission that the reporting person is the beneficial owner of these securities.
Huntington Bancshares director Richard W. Neu received a quarterly stock award of 3,602.69 shares of common stock on 01/26/2026 under the Directors' Deferred Compensation Plan at a price of $0.0000 per share. Following this award, he indirectly holds 258,018.26 shares through the plan and directly holds 330,434.859 shares of Huntington common stock.
Huntington Bancshares Inc. director Rafael Diaz-Granados reported a routine equity award under the company’s Directors' Deferred Compensation Plan. On January 26, 2026, 3,454.832 shares of common stock were credited at a price of $0.0000 per share, reflecting a quarterly director share award.
After this transaction, 31,610.768 common shares are held indirectly through the Director Deferred Compensation Plan and 35,203.53 common shares are held directly. The filing states that it should not be construed as an admission that the reporting person is the beneficial owner of these securities for Section 16 purposes.
Huntington Bancshares director Ann B. Crane received 2,441.463 shares of common stock as a quarterly award under the Directors' Deferred Compensation Plan. The shares were credited on January 26, 2026 at a stated price of $0.0000 per share, reflecting non-cash compensation.
After this award, Crane held 100,727.054 Huntington shares indirectly through the Director Deferred Compensation Plan and 222,086.136 shares directly. The filing notes that it should not be construed as an admission of beneficial ownership of these securities.
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.