Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-263546

May 6, 2022

Huntington Bancshares Incorporated

5.023% Fixed-to-Floating Rate Senior Notes Due May 17, 2033 (the “Notes”)

SUMMARY OF TERMS DATED MAY 6, 2022

 

Issuer		Huntington Bancshares Incorporated
Security		5.023% Fixed-to-Floating Rate Senior Notes Due 2033
Note Type		Fixed-to-Floating Rate Senior Notes
Legal Format		SEC Registered (Registration Statement No. 333-263546)
Aggregate Principal Amount Offered		$400,000,000
Minimum Denominations		$2,000
Minimum Increments		$1,000
Trade Date		May 6, 2022
Settlement Date		May 17, 2022 (T+7) (“Issue Date”)
Maturity Date		May 17, 2033
Benchmark Treasury		UST 1.875% due February 15, 2032
Benchmark Treasury Yield		3.123%
Spread to Benchmark Treasury		+190 bps
Fixed Rate Period		The period from (and including) the Issue Date to (but excluding) May 17, 2032.
Floating Rate Period:		The period from (and including) May 17, 2032 to (but excluding) the Maturity Date.
Interest Rate		From (and including) the Issue Date to (but excluding) May 17, 2032 (the “Fixed Rate Period”) interest on the Notes will be payable at a rate of 5.023% per annum (the “Notes Initial Interest Rate”).   From (and including) May 17, 2032 to (but excluding) the Maturity Date (the “Floating Rate Period”), the interest rate on the Notes will be equal to the Benchmark (as defined below) plus the Floating Rate Spread (as defined below).

 

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Interest Payment Dates		Fixed Rate Period Semi-annually on each May 17 and November 17, commencing on November 17, 2022, and ending on May 17, 2032.   Floating Rate Period Quarterly on August 17, 2032, November 17, 2032, February 17, 2033 and on the Maturity Date.
Floating Rate Interest Period		During the Floating Rate Period, the period beginning on (and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date or the Maturity Date (each, a “Floating Rate Interest Period”); provided that the first Floating Rate Interest Period for the Notes will begin on (and include) May 17, 2032 and will end on (but exclude) the first Floating Rate Period Interest Payment Date.
Interest Determination Date		The second U.S. Government Securities Business Day preceding the applicable Floating Rate Period Interest Payment Date (each, an “Interest Determination Date”).
Record Date		The fifteenth calendar day (whether or not a business day) preceding the related Interest Payment Date.
Benchmark		The “Benchmark” means, initially, the Compounded SOFR Index Rate; provided that if a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
Floating Rate Spread		+205 bps

 

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Optional Redemption Provision		On or after November 13, 2022 (180 days after the Issue Date) (or, if additional notes are issued, beginning 180 days after the Issue Date of such additional notes), and prior to May 17, 2032 (one year prior to the Maturity Date), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:   (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and   (2) 100% of the principal amount of the Notes to be redeemed,   plus, in either case, accrued and unpaid interest thereon to the redemption date.   On the First Par Call Date, we may redeem the Notes, in whole but not in part, or on or after February 17, 2033 (three months prior to the Maturity Date), in whole or in part, at any time and from time to time, in each case at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Price to Public		100.000% of the face amount
Underwriting Discount		0.45% of the face amount
Net Proceeds		$398,200,000
Listing		None
Joint Book-Running Managers		BofA Securities, Inc. Huntington Securities, Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC
Co-Managers		Piper Sandler & Co. Keefe, Bruyette & Woods, Inc.
CUSIP Number		446150 BA1
ISIN Number		US446150BA18

 

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The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about May 17, 2022, which is the seventh business day following the date of the pricing of the Notes (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 promulgated under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or in the next four succeeding business days will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.

The Issuer has filed a registration statement (File Number 333-263546) (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission for the offering to which this communication relates. Capitalized terms used herein but not defined have the meanings given to them in the preliminary prospectus supplement. Before you invest, you should read the prospectus and the preliminary prospectus supplement related to that registration statement and other documents that the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the Securities and Exchange Commission at www.sec.gov. Copies of the prospectus, preliminary prospectus supplement and any subsequently filed prospectus supplement relating to the offering may be obtained from BofA Securities, Inc., telephone: 1-800-294-1322 (toll-free); Huntington Securities, Inc., telephone: 1-800-824-5652 (toll-free); J.P. Morgan Securities LLC, telephone: 1-212-834-4533 (collect); and RBC Capital Markets, LLC, telephone: 1-866-375-6829.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

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