HUNTINGTON BANCSHARES INC /MD/ 8-K

What Happened

• Huntington Bancshares Incorporated announced that, effective February 1, 2026, it completed the previously announced merger in which Cadence Bank merged into The Huntington National Bank and Cadence ceased to exist as a separate entity. Under the merger, each outstanding Cadence common share was converted into the right to receive 2.475 shares of Huntington common stock (fractions settled in cash). The total aggregate consideration issued in the merger was approximately 462 million shares of Huntington common stock. The issuance was registered under a Form S-4 declared effective December 3, 2025.

Key Details

• Exchange ratio: 2.475 shares of Huntington common stock per Cadence common share; fractional shares paid in cash.
• Aggregate consideration: ~462 million Huntington common shares issued in connection with the merger.
• New preferred stock: Huntington established Series L Preferred Stock (6,900 authorized shares) and issued 6,900 shares at the Effective Time, represented by 6,900,000 Huntington Series L depositary shares (each depositary share = 1/1,000 of a preferred share).
• Board and management: Huntington’s board size increased to 15; three former Cadence directors joined Huntington’s board — James D. Rollins III, Virginia A. Hepner and Alice Rodriguez. Mr. Rollins will serve a three‑year term, as Vice Chairman of both boards and as an advisor, receiving a $10M lump sum at close plus annual cash fees of $6M (year 1), $5M (year 2) and $4M (year 3).
• Equity awards: Cadence restricted and performance awards were converted to Huntington awards with adjustments; Cadence PSUs were deemed earned at 110% (2023), 176.9% (2024) and 100% (2025) before conversion.

Why It Matters

• This is a material acquisition: Huntington issued a large number of shares (~462M) to complete the deal, which is a key factor for existing shareholders to consider because it changes share count and ownership composition. The creation and issuance of Series L preferred stock adds a new layer in the company’s capital structure with parity and dividend protections described in the filed Articles Supplementary. Board composition and the appointment and compensation of former Cadence directors — especially the significant payments to Mr. Rollins — are important governance and cost items disclosed by the company.