Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023       Huntington Bancshares Incorporated (Exact Name of Registrant as Specified in its Charter)       Maryland   1-34073   31-0724920 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (IRS Employer Identification No.) Registrant’s address: 41 South High Street , Columbus , Ohio 43287 Registrant’s telephone number, including area code: (614) 480-2265 Not Applicable (Former name or former address, if changed since last report.)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of class   Trading Symbol(s)   Name of exchange on which registered Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)   HBANP   NASDAQ Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)   HBANM   NASDAQ Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock)   HBANL   NASDAQ Common Stock-Par Value $0.01 per Share   HBAN   NASDAQ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 8.01. Other Events. On August 21, 2023, Huntington Bancshares Incorporated (the “Company”) issued and sold $1,250,000,000 aggregate principal amount of its 6.208% Fixed-to-Floating Rate Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to a Senior Debt Indenture, dated as of December 29, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as amended and supplemented by a Fifth Supplemental Indenture, dated as of August 21, 2023, between the Company and the Trustee (the “Fifth Supplemental Indenture”) and by a Sixth Supplemental Indenture, dated as of August 21, 2023, between the Company and the Trustee (the “Sixth Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of August 14, 2023, by and among the Company and, on behalf of themselves and the several underwriters named therein, Citigroup Global Markets Inc., Huntington Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. The Fifth Supplemental Indenture, Sixth Supplemental Indenture and form of the Notes are attached to this Current Report on Form 8-K as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated into this Item 8.01 by reference. The Underwriting Agreement, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Notes are more fully described in a prospectus supplement, dated August 14, 2023, filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 16, 2023, to the accompanying prospectus filed with the Commission on March 14, 2022, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-263546). The foregoing descriptions of the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively. This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents in connection with the issuance of the Notes and such exhibits are hereby incorporated into the Company’s Registration Statement on Form S-3ASR (File No. 333-263546).   Item 9.01. Financial Statements and Exhibits. (d) Exhibits   Exhibit No.    Description 4.1    Fifth Supplemental Indenture, dated August 21, 2023, between Huntington Bancshares Incorporated and The Bank of New York Mellon, as trustee 4.2    Sixth Supplemental Indenture, dated August 21, 2023, between Huntington Bancshares Incorporated and The Bank of New York Mellon, as trustee 4.3    Form of 6.208% Fixed-to-Floating Rate Senior Notes due 2029 (included in exhibit 4.2) 5.1    Opinion of Venable LLP 5.2    Opinion of Wachtell, Lipton, Rosen & Katz 23.1    Consent of Venable LLP (included in Exhibit 5.1) 23.2    Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2) 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).   -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       HUNTINGTON BANCSHARES INCORPORATED Date: August 21, 2023     By:   /s/ Jana J. Litsey       Jana J. Litsey       General Counsel   -3-