Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-285441
September 9, 2025
Huntington Bancshares Incorporated
750,000 Depositary Shares, Each Representing a 1/100th Interest
in a Share of 6.250% Series K Non-Cumulative Perpetual Preferred Stock
SUMMARY OF TERMS DATED SEPTEMBER 9, 2025
|
Issuer |
Huntington Bancshares Incorporated | |
|
Security |
Depositary Shares, each representing a 1/100th interest in a share of 6.250% Series K Non-Cumulative Perpetual Preferred Stock | |
|
Size |
$750,000,000 (750,000 depositary shares) | |
|
Over-Allotment Option |
None | |
|
Maturity |
The Series K Non-Cumulative Perpetual Preferred Stock does not have a maturity date, and the Issuer is not required to redeem the Preferred Stock. Accordingly, the Series K Non-Cumulative Perpetual Preferred Stock and the related depositary shares will remain outstanding indefinitely, unless and until the Issuer decides to redeem it. | |
|
Expected Ratings* |
Baa3 (stable) (Moody’s) / BB+ (stable) (S&P) / BB+ (stable) (Fitch) | |
|
Liquidation Preference |
$100,000 per share (equivalent to $1,000 per depositary share) | |
|
First Reset Date |
October 15, 2030 | |
|
Reset Date |
The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date | |
|
Reset Period |
The period from and including the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date | |
|
Reset Dividend Determination Date |
In respect of any Reset Period, the day falling three business days prior to the beginning of such Reset Period | |
|
Dividend Rate (Non-Cumulative) |
At a rate per annum equal to (i) 6.250% from the original issue date to, but excluding, October 15, 2030; and (ii) for each Reset Period from, and including, October 15, 2030, the “five-year treasury rate” (as defined in the preliminary prospectus supplement) as of the most recent Reset Dividend Determination Date plus 2.653% | |
|
Dividend Payment Dates |
Beginning January 15, 2026, and each January 15, April 15, July 15 and October 15 thereafter | |
|
Day Count |
30/360 | |
| Optional Redemption |
The Issuer may redeem the Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary
| |
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share), plus any declared and unpaid dividends and, in the case of a redemption following a regulatory capital treatment event, the pro-rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs. | ||
|
Trade Date |
September 9, 2025 | |
|
Settlement Date |
September 11, 2025 (T + 2) | |
|
Public Offering Price |
$1,000 per depositary share | |
|
Underwriting Discount |
$10 per depositary share | |
|
Net Proceeds (before expenses) to Issuer |
$742,500,000 | |
|
Joint Book-Running Managers |
BofA Securities, Inc. Citigroup Global Markets Inc. Huntington Securities, Inc. | |
|
Co-Manager |
Keefe, Bruyette & Woods, A Stifel Company | |
|
CUSIP / ISIN |
446150BG8 / US446150BG87 | |
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The underwriters expect to deliver the depositary shares to purchasers on or about September 11, 2025, which will be the second business day following the pricing of the depositary shares (such settlement cycle being herein referred to as “T + 2”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the depositary shares on the date of pricing will be required, by virtue of the fact that the depositary shares initially will settle T + 2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the depositary shares who wish to trade the depositary shares on the date of pricing of the depositary shares should consult their own adviser.
This communication is intended for the sole use of the person to whom it is provided by us. The Issuer has filed a registration statement (File Number 333-285441) (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement related to that registration statement and other documents that the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the Securities and Exchange Commission at www.sec.gov. Copies of the prospectus, preliminary prospectus supplement and any subsequently filed prospectus supplement relating to the offering may be obtained from BofA Securities, Inc. toll-free at 1-800-294-1322; Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; Huntington Securities, Inc. toll-free at 1-800-824-5652; and RBC Capital Markets, LLC toll-free at 1-866-375-6829.
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