UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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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): January 28, 2026

Huntington Bancshares Incorporated

(Exact Name of Registrant as Specified in its Charter)

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):

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

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. ☐

On January 28, 2026, Huntington Bancshares Incorporated (the “Company”) issued and sold $1,000,000,000 aggregate principal amount of its 4.623% Fixed-to-Floating Rate Senior Notes due 2032 (the “Senior Notes”) and $750,000,000 aggregate principal amount of its 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041 (the “Subordinated Notes” and together with the Senior Notes, the “Notes”). The Senior Notes were issued pursuant to a Senior Debt Securities Indenture (the “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 Ninth Supplemental Indenture, dated as of January 28, 2026, between the Company and the Trustee (the “Ninth Supplemental Indenture”). The Subordinated Notes were issued pursuant to a Subordinated Debt Securities Indenture (the “Subordinated Debt Indenture”), dated as of December 29, 2005, between the Company and the Trustee, as supplemented by a Fourth Supplemental Indenture, dated as of January 28, 2026, between the Company and the Trustee (the “Fourth Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of January 23, 2026, by and among the Company and, on behalf of themselves and the several underwriters named therein, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Huntington Securities, Inc.

The Senior Debt Indenture, Fifth Supplemental Indenture, Ninth Supplemental Indenture, Subordinated Debt Indenture, Fourth Supplemental Indenture, form of the Senior Notes and form of the Subordinated Notes are attached to this Current Report on Form 8-K as Exhibits and are incorporated into this Item 8.01 by reference. The Underwriting Agreement, the Senior Debt Indenture, the Fifth Supplemental Indenture, the Ninth Supplemental Indenture, the Subordinated Debt Indenture, the Fourth Supplemental Indenture and the Notes are more fully described in a prospectus supplement, dated January 23, 2026, filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 27, 2026, to the accompanying prospectus filed with the Commission on February 28, 2025, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-285441).

The foregoing descriptions of the Senior Debt Indenture, the Fifth Supplemental Indenture, the Ninth Supplemental Indenture, the Subordinated Debt Indenture, the Fourth Supplemental Indenture, the Senior Notes and the Subordinated Notes do not purport to be complete and are qualified in their entirety by reference to the Exhibits hereto.

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. 333-285441).

 

(d) Exhibits

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.

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