HUNTINGTON BANCSHARES INC /MD/ 8-K

What Happened
Huntington Bancshares Incorporated (HBAN) filed an 8-K reporting that its shareholders approved the issuance of Huntington common stock under the Merger Agreement with Cadence Bank. The Merger Agreement (dated October 26, 2025) provides that Cadence will merge with and into The Huntington National Bank, with Huntington National Bank as the surviving bank. The special meeting was held on January 6, 2026 (record date November 28, 2025).

Key Details

• Shares outstanding (record date Nov 28, 2025): 1,574,803,152 Huntington common shares.
• Shareholder attendance/votes: 1,205,416,564 shares were present in person/ by proxy (~77% of outstanding), constituting a quorum.
• Share issuance vote (Merger-related): For 1,198,695,370; Against 4,655,051; Abstain 2,066,143 — votes in favor were ~99% of votes cast.
• Adjournment proposal vote (to solicit additional proxies if needed): For 1,145,350,513; Against 58,155,900; Abstain 1,190,151 — ~95% of votes cast were in favor. Because the share issuance passed, the meeting was not adjourned.
• Huntington and Cadence issued a joint press release on January 6, 2026 announcing the meeting results (attached as Exhibit 99.1 to the 8-K).

Why It Matters
Shareholder approval of the share issuance is a key corporate approval required to proceed with the planned merger with Cadence. For investors, this means Huntington has cleared an important vote milestone toward closing the transaction that will combine Cadence into Huntington National Bank; subsequent regulatory approvals and closing conditions remain. The strong affirmative votes indicate broad shareholder support for the merger terms presented.