Announcement • Feb 02

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The Huntington National Bank completed the acquisition of Cadence Bank (NYSE:CADE).

The Huntington National Bank entered into a definitive agreement to acquire Cadence Bank (NYSE:CADE) for $7.6 billion on October 26, 2025. Under the terms of the acquisition, Huntington will issue 2.475 shares of common stock for each outstanding share of Cadence common stock. Cadence will merge with and into Huntington National Bank, with Huntington National Bank continuing as the surviving bank. Upon completion, the pro-forma ownership of the merged entity will be 77% owned by Huntington shareholders and 23% owned by Cadence Bank shareholders. James D. "Dan" Rollins III, the current Chairman and Chief Executive Officer of Cadence Bank will join Huntington as non-executive Vice Chairman of the Board of Directors of Huntington Bancshares Incorporated as well as a director of Huntington Bancshares Incorporated and The Huntington National Bank. Huntington Bancshares will be inviting two additional members from Cadence to join the Board of Directors. Huntington intends to maintain Cadence's broad branch network with no branch closures and invest to grow. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $296 million may be payable by either Huntington or Cadence to the other party, as applicable. The transaction is subject to regulatory approvals, including the approval of the Office of the Comptroller of the Currency, approval by Huntington, Cadence shareholders, other customary closing conditions, HSR act approval, the shares of Huntington common stock and depositary shares in respect of new Huntington preferred stock issuable pursuant to the merger agreement having been authorized for listing on the NASDAQ, in each case subject to official notice of issuance and the effectiveness of the registration statement on Form S-4 for the shares of Huntington Common Stock and the New Huntington Preferred Stock (or depositary shares in respect thereof) to be issued in the Merger. Upon conversion, which is expected in the second quarter of 2026, Cadence Bank teams and branches will operate under the Huntington Bank name and brand. The Merger Agreement was unanimously approved by the boards of directors of each of Huntington, Huntington National Bank and Cadence. The transaction is expected to close in first quarter of 2026. The transaction is expected to be 10% accretive to Huntington's earnings per share, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share with earn-back in three years inclusive of merger expenses. As of January 6, 2026, both Huntington Bancshares and Cadence Bank Shareholders have approved the pending merger and the transaction is expected to close on February 1, 2026. Evercore Group L.L.C acted as financial advisor and fairness opinion provider to The Huntington National Bank. Huntington has agreed to pay Evercore a fee for its services in the aggregate amount of approximately $35.0 million, of which (1) $2.0 million was payable upon delivery of Evercore’s opinion and is fully creditable against any fee payable upon the consummation of the merger and (2) approximately $33.0 million will be payable contingent upon the consummation of the merger. Edward D. Herlihy, Nicholas G. Demmo, Brandon C. Price, Julia L. Tell, Michael J. Schobel, Alicia C. McCarthy, Richard K. Kim, Jeffrey A. Watiker, Ledina Gocaj, Joshua M. Holmes and Justin R. Orr of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to The Huntington National Bank. BofA Securities, Inc. acted as financial advisor to The Huntington National Bank. Keefe, Bruyette & Woods, Inc. acted as financial advisor and fairness opinion provider to Cadence Bank. Cadence agreed to pay KBW a cash fee equal to 0.55% of the aggregate merger consideration, $4,000,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the closing of the merger. H. Rodgin Cohen, Mitchell S. Eitel, Marc Treviño, Kristen B. Klein, Jameson S. Lloyd and Mehdi Ansari of Sullivan & Cromwell LLP acted as legal advisor to Cadence Bank. Philip Richter and Roy Tannenbaum of Fried Frank is acting as legal advisor to Evercore. Sodali & Co. acted as information agent to Huntington Bancshares and will receive a fee of $0.03 million. Okapi Partners LLC acted as information agent to Cadence and will receive a fee of $60,000 plus reimbursement of out-of-pocket expenses for their services. Computershare Trust Company, N.A. acted as depositary bank and transfer agent to Huntington Bancshares. Computershare Inc. acted as depositary bank to Huntington Bancshare. Mellon Investor Services LLC acted as depositary and registrar for the Huntington depositary shares. The Huntington National Bank completed the acquisition of Cadence Bank (NYSE:CADE) on February 1, 2026.

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The Huntington National Bank completed the acquisition of Cadence Bank (NYSE:CADE).

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