亨廷顿银行美股招股说明书(2026-01-27版)

Huntington Bancshares Incorporated $1,000,000,000 4.623% Fixed-to-Floating Rate Senior Notes due 2032$750,000,000 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041 We are offering $1,000,000,000 aggregate principal amount of our 4.623% fixed-to-floating rate senior notes due January28, 2032 (the “seniornotes”) and $750,000,000 aggregate principal amount of our 5.605% fixed-to-fixed rate subordinated notes due January28, 2041 (the “subordinated notes”and, together with the senior notes, the “notes”). The senior notes will mature on January28, 2032 (the “senior notes Maturity Date”). The senior notes will accrue interest from (and including)January28, 2026 (the “senior notes Issue Date”) to (but excluding) January28, 2031 at a fixed rate of 4.623% per annum, and from (and including)January28, 2031 to (but excluding) the senior notes Maturity Date at a floating rate equal to a benchmark rate based on the Compounded SOFR IndexRate (as defined in “Description of Notes—Senior Notes—Calculation of the Benchmark”) plus 99.0 basis points per annum. The subordinated notes will mature on January28, 2041 (the “subordinated notes Maturity Date” and, together with the senior notes Maturity Date,each, a “Maturity Date”). The subordinated notes will accrue interest from (and including) January28, 2026 (the “subordinated notes Issue Date”) to (butexcluding) January28, 2036 (the “subordinated notes Reset Date”) at a fixed rate of 5.605% per annum, and from (and including) the subordinated notesReset Date to (but excluding) the subordinated notes Maturity Date at a rate per annum which will be the Five-year U.S. Treasury Rate (as defined herein)as of the subordinated notes Reset Determination Date (as defined herein) plus 1.350% per annum.We have the option to redeem the senior notes, at the applicable times and at the applicable redemption price set forth under “Description of Notes— Senior Notes—Optional Redemption,” and we have the option to redeem the subordinated notes, at the applicable times and at the applicable redemptionprice set forth under “Description of Notes—Subordinated Notes—Optional Redemption.” Holders of any notes redeemed will also receive accrued andunpaid interest thereon to (but excluding) the applicable date of redemption. The notes will not be subject to repayment at the option of the holder at anytime prior to maturity and will not be entitled to any sinking fund. See “Description of Notes—Senior Notes—Optional Redemption” and “Description ofNotes—Subordinated Notes—Optional Redemption” in this prospectus supplement. The senior notes will be unsecured and unsubordinated obligations of Huntington Bancshares Incorporated, a Maryland corporation, and will rankequally with all of our other unsecured and unsubordinated indebtedness. The subordinated notes will be unsecured and subordinated in right of paymentto the payment of our existing and future Senior Debt (as defined herein), will rank equal in right of payment to all of our existing and future indebtednessranking on a parity with the subordinated notes and will be senior to any liabilities and other obligations of ours that rank junior and not equally with orprior to the subordinated notes. The notes will not be guaranteed by any of our subsidiaries. See “Description of Notes” in this prospectus supplement. The notes will be issued only in registered book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.The notes will not be listed on any securities exchange. Currently there is no public market for the notes. Investing in the notes involves risks. See “Risk Factors” beginning on page S-10of this prospectus supplement and in “Item1A—RiskFactors” of our Annual Report on Form10-K for the year ended December31, 2024 and of our Quarterly Reports on Form10-Q for the quartersended March31, 2025, June30, 2025, and September30, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) to read aboutfactors you should consider before investing in the notes. (1)Plus accrued interest, if any, from January28, 2026, if settlement occurs after that date.None of the SEC, any state securities commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of theFederal Reserve System (the “Federal Reserve”) nor any other regulatory body has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.The notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of itsparticipants, including Clearstream Banking,société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment inNew Yor