Regulatory Approval Clears Way: Huntington-Cadence $7.4B Merger to Close Feb 1, 2026

  • Cadence Bank and Huntington Bancshares have received all required regulatory approvals, including OCC clearance, to close their merger on February 1, 2026, subject to shareholder votes and customary conditions.
  • The $7.4B all-stock deal offers 2.475 Huntington shares per Cadence share and is expected to be ~10% EPS accretive but ~7% dilutive to tangible book value with a ~3-year earn-back.
  • The combined bank will operate in 21 states with about $276B in assets and expanded deposit share in Texas and other Southern markets, with full brand conversion targeted for Q2 2026.
  • Huntington says it does not plan branch closures but expects job cuts at Cadence and modest regulatory-capital dilution, making integration and retention key watch points.
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The regulatory approval from the Office of the Comptroller of the Currency (OCC) marks the final major regulatory hurdle for Huntington’s acquisition of Cadence Bank to complete the legal merger effective February 1, 2026. With shareholder votes still outstanding, the timeline is now firming up with Conversion Day expected in Q2 2026, when branches and operations will rebrand under the Huntington name.

Financially, this is a transformational deal for both banks. Huntington issues 2.475 shares for each Cadence share, valuing the deal at $7.4 billion. It projects ~10% accretion to EPS at closing, while tangible book value per share is expected to be diluted by ~7%, which should earn back over about three years inclusive of merger costs. There’s a modest dilution to regulatory capital anticipated at closing.

Strategically, the merger materially expands Huntington’s footprint deep into Southern U.S. markets. It strengthens presence in high-growth urban areas in Texas and other Sunbelt states, enhances deposit market share in key metros, and aligns with a broader regional banking consolidation trend. For Cadence, it provides access to enhanced scale, digital products (via Huntington’s “Fair Play” offerings), and greater capacity to deploy capital and compete. Senior leadership from Cadence will take board roles in Huntington, aiming to preserve local relationships.

Risks and open questions focus on integration execution, regulatory capital trajectory, workforce impacts, and customer retention. Huntington has already indicated there will be staff reductions at Cadence, though exact numbers remain undisclosed. With no branch closures promised, integrating cultures, systems, and maintaining performance while managing redundancy will be critical. Dilution to book value and regulatory capital could draw scrutiny, particularly if economic conditions deteriorate. Also, how the combined bank navigates competition in already fragmented Southern markets will be worth monitoring.

From a regulatory standpoint, the receipt of OCC approval indicates federal acceptance of the competitive and safety issues, but other agencies (DOJ, state regulators) remain theoretically able to raise concerns. Huntington and Cadence appear to have prepared the paperwork in accordance with SEC and OCC timelines, and the stock and listing authorizations have been addressed.

In sum, this deal positions Huntington as a major regional banking force with enhanced scale and market diversification. The precise benefits will depend heavily on execution of the integration plan, retention of talent and customer relationships, and managing dilution while improving profitability over a multi-year horizon.

Supporting Notes
  • The OCC has approved the planned merger of Cadence Bank into The Huntington National Bank; all required regulatory approvals have now been received. Closing is expected on February 1, 2026, subject to shareholder votes and customary closing conditions.
  • The transaction is an all-stock deal worth ~$7.4 billion; Cadence shareholders receive 2.475 shares of Huntington common stock for each Cadence share; implies ~$39.77/share based on Huntington’s stock price as of October 24, 2025.
  • Upon closing, Huntington projects ~10% accretion to earnings per share, ~7% dilution to tangible book value per share, and mild dilution to regulatory capital at closing, with earn-back of the dilutive impact over three years including merger expenses.
  • The combined organization will have about $276 billion in assets and $220 billion in deposits; operations in 21 states; presence in 12 of the top 25 U.S. metropolitan areas; and significant deposit market share in top Texas metros and other southern states.
  • No branch closures are planned. Conversion of branding and operations to Huntington expected in Q2 2026; branches to rebrand under Huntington Bank at that time. Legal merger (LD1) to occur in Q1 2026.
  • Huntington anticipates trimming some jobs at Cadence (≈5,800 employees currently), though exact numbers unspecified; also plans to increase jobs in Texas and open branches in Carolinas. Workforce adjustments are part of integration cost and overlap recovery.

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