Huntington Bancshares Inc. 8-K Summary: Acquisition of Cadence Bank
Business Context and Reporting Period
This Form 8-K, dated February 1, 2026, reports the completion of Huntington Bancshares Incorporated's acquisition of Cadence Bank, a Mississippi-chartered bank. The merger became effective on February 1, 2026, pursuant to an Agreement and Plan of Merger dated October 26, 2025. Upon completion, Cadence merged into The Huntington National Bank, and Cadence's separate existence ceased.
Key Financial Metrics and Transaction Details
- Total Consideration: Approximately 462 million shares of Huntington Common Stock were issued to Cadence shareholders.
- Exchange Ratio: Each share of Cadence Common Stock was converted into 2.475 shares of Huntington Common Stock.
- Preferred Stock Conversion: Cadence's 5.50% Series A Preferred Stock was converted into Huntington Series L Depositary Shares (representing 1/1000th of a share of 5.50% Series L Preferred Stock).
- New Preferred Issuance: Huntington issued 6,900 shares of Series L Preferred Stock, represented by 6,900,000 Depositary Shares.
- Financial Statements: The filing does not provide specific revenue, profit, cash flow, or debt metrics for the combined entity. Pro forma financial information and financial statements of the acquired business are scheduled to be filed in an amendment within 71 calendar days.
Material Changes Versus Prior Period
The primary material change is the consolidation of Cadence Bank into Huntington, resulting in a significant increase in Huntington's share count and the addition of Cadence's assets and liabilities to Huntington's balance sheet. The filing does not provide comparative financial data (e.g., revenue or net income changes) against the prior period as this is a transaction announcement rather than a periodic financial report.
Guidance, Outlook, and Management Commentary
- Board Composition: The Board of Directors was expanded to 15 members, including three former Cadence directors: James D. Rollins III, Virginia A. Hepner, and Alice Rodriguez.
- Executive Compensation: James D. Rollins III was appointed Vice Chairman of both the Huntington and Huntington National Bank boards and as an advisor to the CEO. His compensation includes a $10 million lump-sum payment at closing, plus annual fees of $6 million (Year 1), $5 million (Year 2), and $4 million (Year 3).
- Equity Awards: Cadence equity awards were converted to Huntington awards. Performance Stock Units (PSUs) were deemed earned at specific percentages (110% for 2023, 176.9% for 2024, and 100% for 2025) and adjusted by the exchange ratio.
- Dividend Restrictions: The new Series L Preferred Stock includes covenants restricting the payment of dividends on junior stock and the repurchase of parity stock until Series L dividends are paid in full.
Investor Verification Checklist
- Verify the final pro forma financial impact of the merger once the amendment to this 8-K is filed (due within 71 days).
- Review the full text of the Merger Agreement (Exhibit 2.1) for specific integration timelines and synergy targets.
- Confirm the dilution impact of the 462 million new shares issued on existing Huntington shareholders.
- Monitor the integration of Cadence's loan portfolio and deposit base into Huntington's regional footprint.
- Check for any regulatory approvals or conditions that may still be pending post-closing.