8-K: Huntington-Cadence Merger Nears Close, Financials Filed

Huntington Bancshares Incorporated announced all regulatory approvals for its merger with Cadence Bank have been received, with closing expected around February 1, 2026, and filed Cadence's financial statements and pro forma combined financials.

Summary

• Huntington Bancshares Incorporated and Cadence Bank have received all required regulatory approvals for their merger.
• The merger involves Cadence Bank merging with and into The Huntington National Bank, a wholly-owned subsidiary of Huntington.
• Stockholders of both Huntington and Cadence approved the merger agreement on January 6, 2026.
• The closing of the merger is anticipated to occur on or about February 1, 2026, subject to remaining closing conditions.
• Huntington will issue 2.475 shares of its common stock for each outstanding share of Cadence common stock, with cash in lieu of fractional shares.
• Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock will convert into depositary shares representing a 1/1000th interest in a newly created series of Huntington preferred stock.
• The transaction implies an aggregate value of approximately $7.4 billion, based on Huntington's common stock closing price of $16.07 as of October 24, 2025.
• The filing includes Cadence's audited consolidated financial statements for fiscal years ended December 31, 2024, 2023, and 2022, and unaudited interim consolidated financial statements for the three and nine months ended September 30, 2025, and 2024.
• Unaudited pro forma condensed combined financial statements of Huntington and Cadence are also included, reflecting the merger as if completed on September 30, 2025, for the balance sheet, and January 1, 2024, for the income statements.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the successful receipt of all regulatory and shareholder approvals for the merger, indicating a clear path to closing. However, the pro forma combined financial results show a slight decline in net income and EPS for the most recent period compared to the prior pro forma period, and Cadence's standalone performance also saw a decrease in net income and EPS in 2024. The extensive list of forward-looking risks, particularly economic and integration-related, tempers overall enthusiasm.

Positives

• All required regulatory approvals for the merger have been received, de-risking a significant hurdle for the transaction.
• Both Huntington's and Cadence's stockholders approved the merger agreement, indicating strong internal support.
• Cadence Bank's total deposits increased to $43.92 billion as of September 30, 2025, from $40.50 billion as of December 31, 2024.
• Cadence Bank's net interest revenue for the nine months ended September 30, 2025, increased to $1.165 billion from $1.072 billion for the same period in 2024.
• Cadence Bank's capital ratios (CET1, Tier 1, Total Capital, Tier 1 Leverage) continue to exceed the 'well capitalized' requirements as of September 30, 2025.

Negatives

• Cadence Bank's standalone net income decreased to $523.6 million in 2024 from $542.3 million in 2023.
• Cadence Bank's standalone basic earnings per common share decreased to $2.81 in 2024 from $2.92 in 2023.
• The unaudited pro forma condensed combined net income for the nine months ended September 30, 2025, was $384.6 million, a decrease from $385.9 million for the same pro forma period in 2024.
• The unaudited pro forma condensed combined basic earnings per common share for the nine months ended September 30, 2025, was $1.14, a decrease from $1.29 for the same pro forma period in 2024.
• Cadence Bank's Common Equity Tier 1 capital ratio decreased to 11.51% as of September 30, 2025, from 12.35% as of December 31, 2024.
• Cadence Bank's Tier 1 capital ratio decreased to 11.91% as of September 30, 2025, from 12.79% as of December 31, 2024.
• Cadence Bank's Total capital ratio decreased to 13.09% as of September 30, 2025, from 13.97% as of December 31, 2024.
• Cadence Bank's Tier 1 leverage capital ratio decreased to 9.24% as of September 30, 2025, from 10.41% as of December 31, 2024.
• Cadence Bank's provision for credit losses increased to $83.0 million for the nine months ended September 30, 2025, from $56.0 million for the same period in 2024.
• Cadence Bank's nonperforming loans (NPLs) increased to $264.7 million as of December 31, 2024, from $216.1 million as of December 31, 2023.

Risks

• Changes in general economic, political, regulatory, or industry conditions.
• Deterioration in business and economic conditions, including persistent inflation, supply chain issues, labor shortages, global economic instability, and geopolitical matters.
• Volatility in financial markets and changes in U.S. trade policies, including tariffs.
• Impact of pandemics and other catastrophic events on the global economy, financial markets, and business operations.
• Impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs (e.g., FDIC special assessments, long-term debt, heightened capital requirements).
• Potential impacts to macroeconomic conditions affecting the ability of depository institutions to attract and retain depositors and to borrow or raise capital.
• Unexpected outflows of uninsured deposits which may require selling investment securities at a loss.
• Changing interest rates negatively impacting the value of investment securities portfolios.
• Loss of value in the investment portfolio negatively impacting market perceptions and leading to deposit withdrawals.
• Effects of social media on market perceptions of the company and banks generally.
• Cybersecurity risks.
• Uncertainty in U.S. fiscal and monetary policy, including Federal Reserve interest rate policies.
• Volatility and disruptions in global capital, foreign exchange, and credit markets.
• Competitive pressures on product pricing and services, including new competitive products (stablecoins) and new competitors (fintech companies).
• Changes in policies and standards for regulatory review of bank mergers.
• Nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations (e.g., Dodd-Frank, Basel III, SEC, OCC, Federal Reserve, FDIC, CFPB, state regulators).
• Occurrence of any event, change, or other circumstances that could give rise to the right of one or both parties to terminate the Merger Agreement.
• Outcome of any legal proceedings that may be instituted against Huntington or Cadence.
• Delays in completing the proposed transaction involving Huntington and Cadence.
• Failure to satisfy any of the conditions to the Merger on a timely basis or at all.
• Possibility that anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of integration problems or economic/competitive factors.
• Possibility that the Merger may be more expensive to complete than anticipated due to unexpected factors or events.
• Ability of Huntington and Cadence to meet expectations regarding the timing, completion, and accounting/tax treatment of the Merger.
• Diversion of management's attention from ongoing business operations and opportunities.
• Potential adverse reactions or changes to business, customer, or employee relationships resulting from the announcement or completion of the Merger.
• Ability to complete the Merger and integration of Huntington and Cadence successfully.
• Dilution caused by Huntington's issuance of additional shares of its capital stock in connection with the transaction.

Future Outlook

The merger is expected to close on or about February 1, 2026, subject to the satisfaction or waiver of remaining closing conditions. The pro forma financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies. The company acknowledges numerous risks that may result in deterioration of repayment ability of borrowers and guarantors, including economic cycles, inflation, higher interest rates, and labor and supply chain shortages.

Industry Context

The banking industry continues to experience consolidation through mergers and acquisitions, as evidenced by this transaction. The cautionary statements highlight broader industry challenges such as competitive pressures from financial technology companies, volatility in financial markets, and evolving regulatory frameworks (e.g., Basel III, FDIC special assessments) that impact all financial institutions.

Comparison to Industry Standards

• Cadence Bank's capital ratios (CET1 at 11.51%, Tier 1 at 11.91%, Total Capital at 13.09%, Tier 1 Leverage at 9.24% as of September 30, 2025) are well above the 'well capitalized' thresholds set by regulatory agencies (e.g., CET1 6.50%, Tier 1 8.00%, Total Capital 10.00%, Tier 1 Leverage 5.00%). This indicates a strong capital position relative to regulatory benchmarks, comparable to other well-capitalized regional banks.

Legal Proceedings

• Cadence Bank is subject to ongoing litigation and regulatory actions, with a litigation-related liability of $12.0 million accrued at December 31, 2024.
• Legacy Cadence Bank entered into a consent order with the DOJ on August 30, 2021, related to a fair lending program investigation, which is in effect for five years.

Related Party Transactions

• Loans are made to directors and executive officers and to companies in which they have a significant ownership interest, on substantially the same terms as comparable transactions with other parties, and are insignificant in aggregate balance.

Stakeholder Impact

• Huntington shareholders will experience dilution due to the issuance of new common stock for the acquisition.
• Cadence shareholders will receive Huntington common stock, converting their investment into the combined entity.
• Customers of both banks may benefit from expanded services and geographic reach post-merger, but could also face integration-related disruptions.
• Employees may experience changes in roles or organizational structure as a result of the integration, though specific impacts are not detailed.

Next Steps

• The closing of the merger is expected to occur on or about February 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions.
• Huntington will perform a more detailed review of Cadence's accounting policies and finalize the valuation analysis and purchase price allocation upon completion of the merger.

Key Dates

Recommendation

The merger has cleared significant hurdles with all regulatory and shareholder approvals, providing certainty for the transaction's completion. This is a positive development for the long-term strategic growth of the combined entity. However, Cadence's recent standalone financial performance shows some softening in net income and EPS, and the pro forma combined results also indicate a slight decrease in net income and EPS compared to the prior year's pro forma. The integration of two large banking institutions carries inherent risks, including potential for higher-than-anticipated costs, operational disruptions, and challenges in realizing expected synergies. Given the mixed financial signals and the significant integration period ahead, a 'hold' recommendation is prudent to allow investors to observe the successful execution of the merger and the realization of its anticipated benefits.

Keywords

Huntington Bancshares, Cadence Bank, Merger, Acquisition, SEC Filing, 8-K, Financial Statements, Banking, Regulatory Approval, Stock Transaction, Pro Forma, Risk Factors, Financial Performance, Capital Ratios, Loan Portfolio