FWP


Optional Redemption		The Issuer may redeem the Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event, at a redemption price equal to $1,000 per share (equivalent to $25.00 per depositary share), plus any declared and unpaid dividends and, in the case of a redemption following a regulatory capital treatment event, the pro-rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs.

Trade Date		February 27, 2023

Settlement Date		March 6, 2023 (T + 5)

Public Offering Price		$25.00 per depositary share

Underwriting Discount		$0.7875 per depositary share (for Retail Orders) $0.2500 per depositary share (for Institutional Orders)

Net Proceeds (before expenses) to Issuer		$318,456,737.50

Joint Book-Running Managers		BofA Securities, Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC RBC Capital Markets LLC UBS Securities LLC Wells Fargo Securities LLC Huntington Securities, Inc.

Co-Managers		Keefe, Bruyette & Woods, A Stifel Company

CUSIP / ISIN		446150773 / US4461507737

Expected Listing / Symbol		NASDAQ Global Select Market / HBANJ

*	A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The underwriters expect to deliver the depositary shares to purchasers on or about March 6, 2023, which will be the fifth business day following the pricing of the depositary shares (such settlement cycle being herein referred to as “T + 5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the depositary shares on the date of pricing or the next two succeeding business days will be required, by virtue of the fact that the depositary shares initially will settle T + 5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the depositary shares who wish to trade the depositary shares on the date of pricing of the depositary shares or the next two succeeding business days should consult their own adviser.

This communication is intended for the sole use of the person to whom it is provided by us. 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. 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. toll-free at 1-800-294-1322; J.P. Morgan Securities LLC collect at 1-212-834-4533; Morgan Stanley & Co. LLC at 1-866-718-1649 or Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; RBC Capital Markets, LLC toll-free at 1-866-375-6829; UBS Securities LLC toll-free at 1- 888-827-7275; Wells Fargo Securities, LLC at 1-800-645-3751 and Huntington Securities, Inc. toll-free at 1-800-824-5652.


Issuer		Huntington Bancshares Incorporated

Security		Depositary Shares, each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative Perpetual Preferred Stock

Size		$325,000,000 (13,000,000 depositary shares)

Over-Allotment Option		None

Maturity		The Series J Non-Cumulative Perpetual Preferred Stock does not have a maturity date, and the Issuer is not required to redeem the Preferred Stock. Accordingly, the Series J Non-Cumulative Perpetual Preferred Stock and the related depositary shares will remain outstanding indefinitely, unless and until the Issuer decides to redeem it.

Expected Ratings*		Baa3 (stable) (Moody’s) / BB+ (stable) (S&P) / BB+ (stable) (Fitch)

Liquidation Preference		$1,000 per share (equivalent to $25.00 per depositary share)

First Reset Date		April 15, 2028

Reset Date		The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date

Reset Period		The period from and including the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date

Reset Dividend Determination Date		In respect of any Reset Period, the day falling three business days prior to the beginning of such Reset Period

Dividend Rate (Non-Cumulative)		At a rate per annum equal to (i) 6.875% from the original issue date to, but excluding, April 15, 2028; and (ii) for each Reset Period from, and including, April 15, 2028, the “five-year treasury rate” (as defined in the preliminary prospectus supplement) as of the most recent Reset Dividend Determination Date plus 2.704%

Dividend Payment Dates		Beginning July 15, 2023, and each January 15, April 15, July 15 and October 15 thereafter

Day Count		30/360