亨廷顿银行美股招股说明书(2025-08-15版)

To the Shareholders of Veritex Holdings, Inc.MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalfof the board of directors of Veritex Holdings, Inc. (“Veritex”), we are pleased to enclose the accompanying proxystatement/prospectus relating to the merger of Veritex with and into Huntington Bancshares Incorporated (“Huntington”). We are requesting thatyou take certain actions as a holder of shares of common stock of Veritex, par value $0.01 per share (“Veritex common stock”) (a “Veritexshareholder”). The boards of directors of Veritex and Huntington have each approved, by the unanimous vote of the directors present, an Agreement andPlan of Merger, dated as of July13, 2025, by and between Veritex and Huntington (as amended from time to time, the “merger agreement”),pursuant to which Veritex will merge with and into Huntington (the “merger”), with Huntington as the surviving corporation. In the merger, holders of Veritex common stock will receive 1.95 shares (the “exchange ratio” and such shares, the “merger consideration”)of Huntington common stock, par value $0.01 per share (“Huntington common stock”), for each share of Veritex common stock they own. Basedon the closing price of Huntington common stock on the Nasdaq Global Select Market (the “NASDAQ”) on July11, 2025, the last trading daybefore public announcement of the merger, of $17.39, the exchange ratio represented approximately $33.91 in value for each share of Veritexcommon stock. Based on the closing price of Huntington common stock on the NASDAQ on August 14, 2025, the last practicable trading daybefore the date of this proxy statement/prospectus, of $16.81, the exchange ratio represented approximately $32.78 in value for each share ofVeritex common stock. The value of the Huntington common stock at the time of completion of the merger could be greater than, less than or thesame as the value of Huntington common stock on the date of this proxy statement/prospectus.We urge you to obtain current marketquotations of Huntington common stock (trading symbol “HBAN”) and Veritex common stock (trading symbol “VBTX”). The merger is intended to qualify as a “reorganization” for U.S. federal income tax purposes. Accordingly, U.S.holders (as defined in“Material U.S. Federal Income Tax Consequences of the Merger”) of Veritex common stock generally will not recognize any gain or loss for U.S.federal income tax purposes on the exchange of shares of Veritex common stock for Huntington common stock in the merger, except with respectto any cash received instead of fractional shares of common stock of the combined company. For more information regarding the taxconsequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.” Based on the number of shares of Veritex common stock outstanding as of August 11, 2025, Huntington expects to issue approximately106,820,257 million shares of Huntington common stock to holders of Veritex common stock (in the aggregate) in the merger. Based on thenumber of shares of Veritex common stock outstanding as of August 11, 2025 and the number of shares of Huntington common stock outstandingas of August 11, 2025, we estimate that, following the completion of the merger, former holders of Veritex common stock will own approximately7% of the combined company and existing Huntington shareholders will own approximately 93% of the combined company. Veritex will hold a special meeting of Veritex shareholders (the “Veritex special meeting”) in connection with the merger. At the Veritexspecial meeting, in addition to other business, Veritex will ask Veritex shareholders to approve the merger agreement (the “merger proposal”).Information about the Veritex special meeting and the merger is contained in the accompanying proxy statement/prospectus.In particular, see“Risk Factors” beginning on page16. We urge you to read this document carefully and in its entirety.You can also obtain information aboutVeritex and Huntington from documents that have been filed with the U.S. Securities and Exchange Commission (the “SEC”) that areincorporated into the accompanying proxy statement/prospectus by reference. The Veritex special meeting will be held solely by means of remote communication on September 22, 2025 at https://edge.media-server.com/mmc/p/efwxy7os at 10:00 a.m., Central Time.Whether or not you plan to attend the Veritex special meeting, please vote as soonas possible to make sure that your shares are represented at the Veritex special meeting. The Veritex board of directors unanimously recommends that holders of Veritex common stock vote “FOR” each of the proposals to beconsidered at the Veritex special meeting. We strongly support this combination of our companies and join the Veritex board of directors in theirrecommendation. Sincerely, Sincerely, C. Malcolm Holland, IIIChairman of the Board, Chief Executive Officerand PresidentVeritex Holdings, Inc. Stephen D. SteinourChairman of the Bo