Form: 424B2

Prospectus [Rule 424(b)(2)]

September 11, 2025

Documents

S-3 424B2 EX-FILING FEES 333-285441 0000049196 HUNTINGTON BANCSHARES INC /MD/ N/A N/A The prospectus is not a final prospectus for the related offering. 0000049196 2025-09-10 2025-09-10 0000049196 1 2025-09-10 2025-09-10 0000049196 2 2025-09-10 2025-09-10 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

HUNTINGTON BANCSHARES INC /MD/

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Depositary Shares Each Representing 1/100th Interest in a Share of 6.250% Series K Non-Cumulative Perpetual Preferred Stock 457(r) 750,000 $ 1,000.00 $ 750,000,000.00 0.0001531 $ 114,825.00
Fees to be Paid 2 Equity 6.250% Series K Non-Cumulative Perpetual Preferred Stock 457(r) 0.0001531
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 750,000,000.00

$ 114,825.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 114,825.00

Offering Note

1

(1) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Huntington Bancshares Incorporated initially deferred payment of all of the registration fees for the Registration Statement on Form S-3 (Registration No. 333-285441), filed on February 28, 2025.

2

(1) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, Huntington Bancshares Incorporated initially deferred payment of all of the registration fees for the Registration Statement on Form S-3 (Registration No. 333-285441), filed on February 28, 2025. (2) No separate consideration will be payable in respect of shares of 6.250% Series K Non-Cumulative Perpetual Preferred Stock which are issued in connection with this offering.
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A