UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Huntington Bancshares Incorporated

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(Exact name of registrant as specified in its charter)

Maryland						31-0724920
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
41 South High Street Columbus, Ohio						43287
(Address of principal executive offices)						(Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class to be registered						Name of each exchange on which each class is to be registered
Common Stock, par value $0.01 per share						Nasdaq Texas, LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Registration A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not applicable

Securities to be registered pursuant to Section 12(g) of the Act: None

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.    Description of Registrant’s Securities to be Registered

The description of the common stock of Huntington Bancshares Incorporated (the “Company”), as may be amended from time to time, contained in Exhibit 4.2 of the Company’s most recent Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission on February 13, 2026, to which this Form 8-A relates, is incorporated herein by reference.

Item 2.    Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Company are registered on Nasdaq Texas, LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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:

March 4, 2026

By:

/s/ Marcy C. Hingst

Marcy C. Hingst

General Counsel