亨廷顿银行美股招股说明书(2025-09-11版)

Huntington Bancshares Incorporated 750,000 Depositary Shares, Each Representing a 1/100th Interest in a Share of6.250% Series KNon-CumulativePerpetual Preferred Stock Huntington Bancshares Incorporated is offering 750,000 depositary shares, each representing a 1/100th ownership interest in a share of 6.250% Series KNon-CumulativePerpetualPreferred Stock, par value $0.01 per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share) (the “Preferred Stock”). As a holder of depositaryshares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption, liquidation and other rights). You must exercise suchrights through Computershare Trust Company, N.A. and Computershare Inc., jointly as the depositary for the shares of the Preferred Stock. Dividends on the Preferred Stock will be payable when, as and if authorized by our board of directors or a duly authorized committee of our board of directors and declared by us outof legally available funds. From the issue date to, but excluding, October15, 2030, dividends on the Preferred Stock will accrue on anon-cumulativebasis at a rate of 6.250% per annum onthe liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), payable quarterly, in arrears, on the fifteenth day of each January, April, July and October,commencing on January15, 2026 and ending on October15, 2030 (or the next business day if any such date is not a business day). From and including October15, 2030, for each resetperiod, dividends on the Preferred Stock will accrue on anon-cumulativebasis at the five-year treasury rate as of the most recent reset dividend determination date (as defined elsewhere inthis prospectus supplement) plus 2.653% for each reset period on the liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), payable quarterly, in arrears, onthe fifteenth day of each January, April, July and October, commencing on January15, 2031 (or the next business day if any such date is not a business day). Dividends on the Preferred Stock will benon-cumulative.If for any reason our board of directors or a duly authorized committee of our board of directors does not authorize and wedo not declare full cash dividends on the Preferred Stock for a dividend period, holders of the Preferred Stock will have no right to receive any dividend or a full dividend for that period,whether or not our board of directors or a duly authorized committee of our board authorizes and we declare dividends on the Preferred Stock or our common stock or any other class or seriesof our serial preferred stock for any subsequent dividend period. However, with certain limited exceptions, if we have not authorized, declared and paid or set aside for payment full dividendson the Preferred Stock for any dividend period, we may not declare or pay dividends on, or redeem, purchase or acquire, our common stock or other junior securities during the nextsucceeding dividend period. The Preferred Stock is perpetual and has no maturity date. We may redeem the Preferred Stock at our option, (i)in whole or in part, from time to time, on any dividend payment dateon or after October15, 2030 or (ii)in whole but not in part, within 90 days following a regulatory capital treatment event (as defined herein), in each case, at a redemption price equal to$100,000 per share (equivalent to $1,000 per depositary share), plus any authorized, declared and unpaid dividends, and in the case of our voluntary redemption, without accumulation ofundeclared dividends, and, in the case of a redemption following a regulatory capital treatment event, thepro-ratedportion of dividends, whether or not declared, for the dividend period inwhich such redemption occurs. If we redeem the Preferred Stock, the depositary will redeem a proportional number of depositary shares. Neither the holders of Preferred Stock nor holders ofdepositary shares will have the right to require the redemption or repurchase of the Preferred Stock or the depositary shares. Any redemption of the Preferred Stock is subject to our receipt ofany required prior approval by the Board of Governors of the Federal Reserve System or other successor regulatory authority (the “Federal Reserve”). The Preferred Stock will not have any voting rights, except as set forth under “Description of the Preferred Stock—Voting Rights” onpageS-18. The depositary shares are a new issue of securities with no established trading market. We do not intend to apply for listing of the depositary shares on any securities exchange or forinclusion of the depositary shares in any automated dealer quotation system. Investing in the depositary shares involves risks. See “Risk Factors” beginning on pageS-6of this prospectus supplement and in“Item1-A—RiskFactors” of our Annual Report on Form10-Kfor the year ended December31, 2024 filed with the U.S. Secu