HUNTINGTON BANCSHARES INC /MD/ Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock) Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock) Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock) Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock) false 0000049196 0000049196 2021-06-10 2021-06-10 0000049196 hban:DepositarySharesEachRepresentingA140thInterestInAShareOf5875SeriesCNonCumulativePerpetualPreferredStockMember 2021-06-10 2021-06-10 0000049196 hban:DepositarySharesEachRepresentingA140thInterestInAShareOf6250SeriesDNonCumulativePerpetualPreferredStockMember 2021-06-10 2021-06-10 0000049196 hban:DepositarySharesEachRepresentingA140thInterestInAShareOf4500SeriesHNonCumulativePerpetualPreferredStockMember 2021-06-10 2021-06-10 0000049196 hban:DepositarySharesEachRepresentingA11000thInterestInAShareOf570SeriesINonCumulativePerpetualPreferredStockMember 2021-06-10 2021-06-10 0000049196 us-gaap:CommonStockMember 2021-06-10 2021-06-10

 

 

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): June 10, 2021

 

 

 

LOGO

Huntington Bancshares Incorporated

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   1-34073   31-0724920

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

41 South High Street, Columbus, Ohio 43287

(Address of Principal Executive Offices, and Zip Code)

(614) 480-2265

Registrant’s Telephone Number, Including Area Code

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communication 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 each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock)   HBANN   NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock)   HBANO   NASDAQ
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
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-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 June 10, 2021, Huntington Bancshares Incorporated, a Maryland Corporation (“Huntington”), issued a press release announcing the redemption on July 15, 2021 (the “Redemption Date”) of all 24,000,000 outstanding depositary shares (CUSIP: 446150708) (the “Depositary Shares”), each representing a 1/40th interest in a share of Huntington’s 6.250% Series D Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”). The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share (equivalent to $1,000 per share of Series D Preferred Stock) plus declared and unpaid dividends of $0.390625 per Depositary Share (equivalent to $15.625 per share of Series D Preferred Stock) for the period beginning on April 15, 2021 to, but not including, July 15, 2021. On and after the Redemption Date, all dividends on the shares of Series D Preferred Stock will cease to accrue.

The Depositary Shares are held through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Computershare Inc. and Computershare Trust Company, N.A., jointly, as redemption agent.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits.

 

Number

   

Description

     
99.1    Press Release dated June 10, 2021    Filed herewith
104    The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.   

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HUNTINGTON BANCSHARES INCORPORATED
Date: June 10, 2021     By:  

/s/ Jana J. Litsey

      Jana J. Litsey
General Counsel