UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

HUNTINGTON BANCSHARES INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

 

 

		Commission file number: 1-34073
Maryland				31-0724920
(State of incorporation or organization)				(IRS Employer Identification No.)
Huntington Center 41 South High Street Columbus, Ohio (Address of Principal Executive Offices)				43287 (Zip Code)

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

 

Title of Each Class to be so Registered		Name of Each Exchange on Which   Each Class is to be Registered
Depositary Shares Each Representing 1/40th Interest in a Share of 6.875% Series J Non-Cumulative Perpetual Preferred Stock		The NASDAQ Stock Market 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), check the following box.  ☒

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), check the following box.  ☐

Securities Act registration statement file number to which this form relates: 333-263546

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

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are depositary shares (the “Depositary Shares”) of Huntington Bancshares Incorporated, a Maryland corporation (the “Company”), each representing a 1/40th interest in a share of the Company’s 6.875% Series J Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share). The descriptions set forth under the captions “Description of the Preferred Stock” and “Description of the Depositary Shares” in the prospectus supplement dated February 27, 2023 relating to the Depositary Shares, filed with the Securities and Exchange Commission on March 1, 2023 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, to the prospectus in the Registration Statement on Form S-3ASR (File No. 333-263546) of the Registrant, dated March 14, 2022, are each incorporated herein by reference.

 

Item 2.

Exhibits.

 

Number				Description
	3.1			Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit  3.1 to Huntington Bancshares Incorporated’s Form 8-K filed on January 22, 2019).
	3.2			Articles of Restatement of Huntington Bancshares Incorporated (incorporated by reference to Exhibit  3.2 to Huntington Bancshares Incorporated’s Form 8-K filed on January 22, 2019).
	3.3			Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit  3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on June 3, 2020).
	3.4			Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit  3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on August 10, 2020).
	3.5			Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit  3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on February 9, 2021).
	3.6			Articles Supplementary of Huntington Bancshares Incorporated (incorporated by reference to Exhibit  3.1 to Huntington Bancshares Incorporated’s Form 8-K filed with the SEC on June 9, 2021).
	3.7			Articles Supplementary of Huntington Bancshares Incorporated, as of March 3, 2023 (incorporated by reference to Exhibit  3.1 to Huntington Bancshares Incorporated’s Form 8-K filed on March 6, 2023).
	3.8			Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated (incorporated by reference to Exhibit 3.2 to Huntington Bancshares Incorporated’s Form 8-K filed on June 9, 2021).
	3.9			Amended and Restated Bylaws of Huntington Bancshares Incorporated, as of January  16, 2019 (incorporated by reference to Exhibit 3.3 to Huntington Bancshares Incorporated’s Form 8-K filed on January 22, 2019).
	4.1			Instruments defining the Rights of Security Holders — reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
	4.2			Deposit Agreement, dated March  6, 2023, among Huntington Bancshares Incorporated, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit  4.2 to Huntington Bancshares Incorporated’s Form 8-K filed on March 6, 2023).
	4.3			Form of Depositary Receipt (included as part of Exhibit 4.2).
	4.4			Form of Certificate Representing the 6.875% Series J Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit  4.1 to Huntington Bancshares Incorporated’s Form 8-K filed on March 6, 2023).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: March 6, 2023				HUNTINGTON BANCSHARES INCORPORATED
				By:		/s/ Jana J. Litsey
				Name:		Jana J. Litsey
				Title:		General Counsel