8-K: Huntington Completes Cadence Bank Merger

Huntington Bancshares Incorporated has finalized its acquisition of Cadence Bank, expanding its presence across Texas and the South and increasing its asset base to $279 billion.

Summary

• Huntington Bancshares Incorporated completed its acquisition of Cadence Bank, a Mississippi-chartered bank, effective February 1, 2026.
• Cadence Bank merged with and into The Huntington National Bank, a wholly-owned subsidiary of Huntington, with Huntington National Bank continuing as the surviving bank.
• Each share of Cadence common stock was converted into the right to receive 2.475 shares of Huntington common stock, with cash paid in lieu of fractional shares.
• The total aggregate consideration payable in the merger was approximately 462 million shares of Huntington Common Stock.
• Each share of Cadence's 5.50% Series A Non-Cumulative Perpetual Preferred Stock was converted into a depositary share representing 1/1000 of a share of Huntington's 5.50% Non-Cumulative Perpetual Preferred Stock Series L.
• The combined company now has approximately $279 billion in assets, $221 billion in deposits, and $187 billion in loans, based on December 31, 2025 balances.
• Huntington's branch network has expanded to nearly 1,400 locations across 21 states, incorporating Cadence's 390 branches, with a commitment to maintain and invest in the network without closures.
• Huntington's board of directors was increased to 15 members, with three former Cadence directors—James D. Rollins III, Virginia A. Hepner, and Alice Rodriguez—appointed to fill the new positions.
• James D. Rollins III will serve as non-executive Vice Chairman of the boards of Huntington Bancshares and The Huntington National Bank, and as an advisor to Huntington's Chief Executive Officer for a three-year term.
• Mr. Rollins will receive a lump-sum cash payment of $10 million and annual cash fees of $6 million for the first year, $5 million for the second year, and $4 million for the third year, in addition to his board service.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development, as it signifies the successful execution of a major strategic growth initiative, expanding market presence and asset base without immediate negative impacts like branch closures.

Positives

• Expanded geographic presence across Texas and the South, accelerating growth initiatives in high-growth markets.
• Achieved immediate scale, becoming the eighth-largest bank in Texas and the number one bank in Mississippi by deposit market share.
• Increased combined assets to approximately $279 billion, deposits to $221 billion, and loans to $187 billion.
• Expanded branch network to nearly 1,400 locations across 21 states, with a commitment to maintain Cadence's branches and invest in future growth.
• Cadence customers will benefit from Huntington's expanded capabilities and award-winning digital tools.
• Appointment of three experienced former Cadence directors to Huntington's board, enhancing governance and strategic insight.

Future Outlook

Huntington intends to maintain Cadence's branch network with no branch closures and invest to grow it over time. Cadence customers' accounts are expected to be converted to Huntington's systems in mid-2026, with detailed information to be provided in the coming weeks. The company aims to quickly deploy the full Huntington franchise into new markets to enhance customer access to financial tools and advice.

Management Comments

• "We're thrilled to welcome our new colleagues and customers from Cadence to Huntington. This partnership marks a significant milestone for Huntington and will serve as a springboard for growth across a number of high-growth markets across Texas and the South." Steve Steinour, Chairman, President and CEO of Huntington.
• "I'm incredibly grateful to Dan Rollins and the Cadence team for their collaboration and commitment to this next era of our combined organization." Steve Steinour.
• "Today is a historic milestone for Cadence and Huntington as we officially unite to forge a top-ten bank nationally with a shared mission to deliver the same relationship-first, community-based approach that our legacies are built on. Our customers will benefit from Huntington's expanded capabilities and award-winning digital tools." Dan Rollins, former Chairman and CEO of Cadence Bank.
• "Through this partnership, we are going to deliver even more for our customers. Our teams are working closely together so we can quickly deploy the full Huntington franchise into our new markets, to more quickly and seamlessly help customers access the tools and advice that will help them meet their financial goals." Brant Standridge, President of Consumer & Regional Banking at Huntington.
• "Huntington is privileged to add these three directors to our Board. Their unique skillsets and impressive experience will be great complements to our deeply engaged group of directors, who are collectively committed to serving us with a shared vision and shared values in support of all our stakeholders." Steve Steinour.

Industry Context

StockSavvy.ai notes that this acquisition significantly strengthens Huntington's position as a major regional bank, particularly in the high-growth markets of Texas and the South. The move positions Huntington as the eighth-largest bank in Texas and the leading bank by deposit market share in Mississippi, indicating a strategic expansion into competitive and growing banking regions. This consolidation trend is common in the banking sector as institutions seek scale, efficiency, and broader market reach to compete with larger national banks and fintech innovators.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (Common): Cadence common stockholders received Huntington common stock at a 2.475 exchange ratio, with cash in lieu of fractional shares. Huntington common stockholders now own a larger, geographically diversified bank.
• Shareholders (Preferred): Cadence preferred stockholders received Huntington Series L Depositary Shares, establishing new rights and preferences for this class of preferred stock, which ranks equally with other parity stock and senior to common stock.
• Employees: Cadence employees become Huntington colleagues, with restricted stock unit and performance stock unit awards converted to Huntington awards, subject to similar terms.
• Customers: Cadence customers will benefit from Huntington's expanded capabilities and digital tools, with their accounts converting to Huntington's systems in mid-2026. Huntington customers are not impacted by the conversion.
• Community: Huntington commits to maintaining and investing in Cadence's branch network, suggesting continued local presence and service in the newly expanded markets.

Next Steps

• Cadence customer accounts are expected to be converted to Huntington's systems in mid-2026.
• Detailed information about pending account conversions will be sent to Cadence customers in the coming weeks.
• Huntington plans to invest to grow Cadence's branch network over time.
• Financial statements of acquired businesses and pro forma financial information will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the filing date.

Key Dates

Recommendation

The successful completion of this strategic acquisition significantly enhances Huntington's market position, particularly in high-growth regions like Texas and the South. The expanded asset base, deposit market share leadership in Mississippi, and commitment to branch network growth without closures indicate a strong foundation for future revenue and earnings growth. The integration of experienced Cadence directors also suggests a well-managed transition. This strategic expansion, coupled with the positive financial metrics, makes Huntington an attractive investment for long-term growth.

Keywords

Huntington Bancshares, Cadence Bank, Merger, Acquisition, Banking, Financial Services, Regional Bank, HBAN, Preferred Stock, Corporate Governance, Texas, Mississippi, Branch Network, Assets, Deposits, Loans