HUNTINGTON BANCSHARES INC /MD/ 8-K

What Happened

• Huntington Bancshares Incorporated announced that the Office of the Comptroller of the Currency approved the application for the merger of Cadence Bank with and into The Huntington National Bank. The Merger Agreement (dated October 26, 2025) contemplates Huntington National Bank as the surviving bank. Huntington and Cadence issued a joint press release on December 22, 2025 announcing the approval and stating that all required regulatory approvals to complete the Merger have now been received. The parties expect the closing to occur on or about February 1, 2026, subject to satisfaction or waiver of remaining closing conditions.

Key Details

• OCC approval announced: December 22, 2025 (press release attached as Exhibit 99.1 to the 8-K).
• Merger Agreement date: October 26, 2025; surviving bank: The Huntington National Bank.
• Closing expected on or about: February 1, 2026, pending final closing conditions.
• Huntington filed a Registration Statement on Form S-4 (filed Nov 13, 2025; amended Dec 1, 2025) that was declared effective Dec 3, 2025; definitive joint proxy statement/prospectus filed Dec 3, 2025 — shareholder votes will be required.

Why It Matters

• Regulatory approval is a major milestone toward completing the acquisition and signals the merger can proceed to closing once remaining contractual conditions are met. Investors should note the transaction still requires any remaining closing conditions and shareholder approvals and may result in Huntington issuing additional shares (potential dilution) and integration-related risks. For full details, risks, and proxy materials, review the S-4 and the definitive joint proxy statement/prospectus filed with the SEC and Federal Reserve.