HBAN · Huntington Bancshares Incorporated

This filing confirms the consummation of Huntington Bancshares’ acquisition of Cadence Bank on February 1, 2026 — a transformative regional banking combination that expands Huntington’s footprint across Texas, Mississippi, and the Southeast. The all-stock structure, with a fixed exchange ratio of 2.475:1, avoids cash outlay and preserves Huntington’s balance sheet strength while delivering immediate scale: Cadence contributed $53.5 billion in total assets as of December 31, 2025, increasing Huntington’s pro forma total assets to $280.7 billion. The pro forma financials reflect preliminary purchase accounting adjustments — including $1.968 billion in incremental goodwill and $552 million in loan fair value adjustments — underscoring the significance of intangible value and credit quality assumptions embedded in the deal. Critically, the filing includes Cadence’s fully audited three-year financials (Exhibit 99.1), enabling investors to assess underlying earnings quality, asset composition, and risk profile — notably Cadence’s $544.5 million net income for 2025, driven by strong net interest revenue ($1.592 billion) and modest provision expense ($111 million). The pro forma income statement shows combined 2025 net income of $2.668 billion, though it explicitly excludes integration costs, synergies, or future cost savings — meaning actual post-merger performance will depend heavily on execution. As the integration begins, investors should monitor the finalization of fair value allocations over the next 12 months, which may materially adjust goodwill and other intangibles, and watch for Huntington’s forthcoming disclosures on branch rationalization, technology consolidation, and expense synergy targets.