FILING FEES TABLE
Published on November 13, 2025
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-4
(Form Type)
(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 | ||||||||||||
| | | | | | N/A | $ | | $ | ||||
| | | | | | N/A | $ | | $ | ||||
| | | | | | — | — | — | | ||||
| Fees Previously Paid | — | — | — | — | — | — | — | |||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | ||
| Total Offering Amounts | $ | $ | ||||||||||
| Total Fees Previously Paid | | |||||||||||
| Total Fee Offsets | | |||||||||||
| Net Fee Due | $ | |||||||||||
| (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 Cancelled | Value per Share of Securities to be Received or Cancelled | Total Value of Securities to be Received or Cancelled | Cash Consideration Received by the registrant | Cash Consideration (Paid) by the registrant | Maximum Aggregate Offering Price |
| $ | $ | $ | |||
| $ | $ | $ |