Form: S-4

Registration of securities, business combinations

November 13, 2025


Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-4
(Form Type)
 
Huntington Bancshares Incorporated
(Exact Name of Registrant as Specified in its Charter)
 
Table 1: Newly Registered and Carry Forward Securities
             
  Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward
File Number
Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be carried Forward
Newly Registered Securities
Fees to Be Paid
Equity Common Stock, $0.01 par value 457(f)(1) 457(c) 481,784,346(1) N/A $ 7,233,578,308.72(4) 0.0001381 $ 998,957.16        
 
Equity 5.50% Non-Cumulative Perpetual Preferred Stock Series [L], par value $0.01 per share Other 6,900(2) N/A $ 150,627,000.00(5) 0.0001381 $ 20,801.59        
 
Equity Depositary Shares each representing a 1/1000th interest in a share of Huntington Series [L] preferred stock Other 6,900,000(3)        
Fees Previously Paid
         
Carry Forward Securities
Carry Forward Securities
   
  Total Offering Amounts   $ 7,384,205,308.72   $ 1,019,758.75        
  Total Fees Previously Paid              
  Total Fee Offsets              
  Net Fee Due       $ 1,019,758.75        
  
(1)
The number of shares of common stock, par value $0.01, of Huntington Bancshares Incorporated (“Huntington” and, such shares, the “Huntington Common Stock”) being registered is based upon (i) an estimate of the maximum number of shares of common stock, par value $2.50 per share, of Cadence Bank (“Cadence” and, such shares, the “Cadence Common Stock”) outstanding as of October 23, 2025, or issuable or expected to be exchanged in connection with the merger of Cadence with and into The Huntington National Bank, a wholly owned subsidiary of Huntington (“Huntington National Bank”), with Huntington National Bank as the surviving bank (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of October 26, 2025, by and among Huntington, Huntington National Bank, and Cadence (the “Merger Agreement”), which collectively is equal to 194,660,342, multiplied by (ii) the exchange ratio of 2.475 shares of Huntington Common Stock for each share of Cadence Common Stock.
  
(2)
The number of shares of 5.50% Non-Cumulative Perpetual Preferred Stock Series [L], par value $0.01 per share, of Huntington (“Huntington Preferred Stock”) being registered is based on the number of shares of Cadence 5.50% non-cumulative perpetual preferred stock series A (“Cadence Preferred Stock”) outstanding as of October 23, 2025, and the exchange of each such share for a share of Huntington Preferred Stock pursuant to the Merger Agreement.
  
(3)
The number of depositary shares each representing 1/1000th of an interest in a share of Huntington Preferred Stock (the “Depositary Shares”) being registered is based on the number of underlying shares of Huntington Preferred Stock being issued pursuant to the Merger Agreement. No separate registration fee will be payable in respect of such Depositary Shares.
  
(4)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The maximum aggregate offering price is (i) the average of the high and low prices of Cadence Common Stock as reported on the New York Stock Exchange (the “NYSE”) on November 4, 2025 ($37.16 per share) multiplied by (ii) the estimated maximum number of shares of Cadence Common Stock to be converted in the merger (194,660,342 shares).
  
(5)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act. The aggregate offering price is (i) the average of the high and low prices of shares of the Cadence Preferred Stock as reported on the NYSE on November 4, 2025 ($21.83 per share) multiplied by (ii) the estimated maximum number of shares of Cadence Preferred Stock to be converted in the merger (6,900,000).
 
Amount of Securities to be Received or CancelledValue per Share of Securities to be Received or CancelledTotal Value of Securities to be Received or CancelledCash Consideration Received by the registrantCash Consideration (Paid) by the registrantMaximum Aggregate Offering Price
194,660,342$ 37.16$ 7,233,578,308.72  $ 7,233,578,308.72
6,900,000$ 21.83$ 150,627,000.00  $ 150,627,000.00
 

N/A 0000049196 EX-FILING FEES N/A 0000049196 2025-11-13 2025-11-13 0000049196 1 2025-11-13 2025-11-13 0000049196 2 2025-11-13 2025-11-13 0000049196 3 2025-11-13 2025-11-13 xbrli:shares iso4217:USD xbrli:pure iso4217:USD xbrli:shares