亨廷顿银行美股招股说明书(2025-12-03版)

To the Shareholders of Huntington Bancshares Incorporated and Cadence Bank MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”), andCadence Bank, a Mississippi state-chartered bank (“Cadence”), we are pleased to enclose this joint proxy statement/prospectusrelating to the proposed merger between The Huntington National Bank (“Huntington National Bank”), a wholly owned banksubsidiary of Huntington, and Cadence. We are requesting that you take certain actions as a holder of Huntington common stock ora holder of Cadence common stock. The boards of directors of Huntington and Cadence (the “Huntington board of directors” and the “Cadence board of directors,”respectively) have each unanimously approved an agreement to merge Huntington National Bank and Cadence. Pursuant to theAgreement and Plan of Merger, dated as of October26, 2025, by and among Huntington, Huntington National Bank and Cadence(as amended from time to time, the “merger agreement”), Cadence will merge with and into Huntington National Bank (the“merger”), with Huntington National Bank as the surviving bank (the “surviving bank”). Following the merger of HuntingtonNational Bank and Cadence, Huntington National Bank will continue to be a subsidiary of Huntington. The proposed merger will bring together two purpose-driven organizations with a deep commitment to the customers andcommunities they serve. With a history of caring for customers and colleagues, Huntington will have a strategic presence in twelve(12) of the top twenty-five (25) metropolitan statistical areas in the country, including six (6) of the top ten (10) fastest growingmetropolitan statistical areas, and will extend the reach of the Huntington franchise to twenty-one (21) states. We believe that themerger will provide the opportunity for deeper investments in our communities and a better experience for our customers. Weanticipate that following the merger, Huntington will have the scale to compete and the passion to serve. We believe that the mergerwill be a great benefit to all of our stakeholders and will drive significant opportunities for our team members. In the merger, holders of Cadence common stock will receive 2.475 shares (the “exchange ratio” and such shares, the “mergerconsideration”) of Huntington common stock for each share of Cadence common stock they own. Holders of Huntington commonstock will continue to own their existing shares of Huntington common stock. Based on the closing price of Huntington commonstock on the Nasdaq Global Select Market (the “NASDAQ”) on October24, 2025, the last trading day before public announcementof the merger, the exchange ratio represented approximately $39.77 in value for each share of Cadence common stock. Based onthe closing price of Huntington common stock on the NASDAQ on November 28, 2025, the last practicable trading day before thedate of this joint proxy statement/prospectus, of $16.30, the exchange ratio represented approximately $40.34 in value for eachshare of Cadence common stock. The value of the Huntington common stock at the time of completion of the merger could begreater than, less than or the same as the value of Huntington common stock on the date of this joint proxy statement/prospectus.We urge you to obtain current market quotations of Huntington common stock (trading symbol “HBAN”) and Cadencecommon stock (trading symbol “CADE”). In addition, each share of Cadence SeriesA preferred stock issued and outstanding immediately prior to the effective time ofthe merger will be converted into the right to receive one (1) depositary share representing one one-thousandth (1/1000th) of ashare of a newly issued series of Huntington preferred stock having such powers, preferences or special rights that are notmaterially less favorable to the holders thereof than the powers, preferences or special rights of the Cadence SeriesA preferredstock, as set forth in the merger agreement (the “new Huntington preferred stock”). The depositary shares representing oneone-thousandth (1/1000th) of a share of new Huntington preferred stock are expected to be listed on the NASDAQ upon completion ofthe merger. The merger is intended to qualify as a “reorganization” for U.S. federal income tax purposes. Accordingly, U.S. holders (asdefined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) of Cadence common stockgenerally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Cadence commonstock for Huntington common stock in the merger, except with respect to any cash received instead of fractional shares ofHuntington common stock. For more information regarding the tax consequences of the merger, see the section entitled “MaterialU.S.Federal Income Tax Consequences of the Merger.” TABLE OF CONTENTS Based on the number of shares of Cadence common stock o