Item 8.01. Other Events.
On November 18, 2024, Huntington Bancshares Incorporated (the “Company”) issued and sold $1,150,000,000 aggregate principal amount of its 5.272% Fixed-to-Floating Rate Senior Notes due 2031 (the “Senior Notes”) and $600,000,000 aggregate principal amount of its 6.141% Fixed-to-Fixed Rate Subordinated Notes due 2039 (the “Subordinated Notes” and together with the Senior Notes, the “Notes”). The Senior Notes were issued pursuant to a Senior Debt Securities Indenture, dated as of December 29, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as amended and supplemented by a Fifth Supplemental Indenture, dated as of August 21, 2023, between the Company and the Trustee (the “Fifth Supplemental Indenture”) and by an Eighth Supplemental Indenture, dated as of November 18, 2024, between the Company and the Trustee (the “Eighth Supplemental Indenture”). The Subordinated Notes were issued pursuant to a Subordinated Debt Securities Indenture, dated as of December 29, 2005, between the Company and the Trustee, as supplemented by a Third Supplemental Indenture, dated as of November 18, 2024, between the Company and the Trustee (the “Third Supplemental Indenture”). The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of November 12, 2024, by and among the Company and, on behalf of themselves and the several underwriters named therein, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., RBC Capital Markets, LLC and UBS Securities LLC.
The Fifth Supplemental Indenture, Eighth Supplemental Indenture, Third Supplemental Indenture, form of the Senior Notes and form of the Subordinated Notes are attached to this Current Report on Form 8-K as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5, respectively, and are incorporated into this Item 8.01 by reference. The Underwriting Agreement, the Fifth Supplemental Indenture, the Eighth Supplemental Indenture, the Third Supplemental Indenture and the Notes are more fully described in a prospectus supplement, dated November 12, 2024, filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 14, 2024, to the accompanying prospectus filed with the Commission on March 14, 2022, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-263546).
The foregoing descriptions of the Fifth Supplemental Indenture, the Eighth Supplemental Indenture, the Third Supplemental Indenture, the Senior Notes and the Subordinated Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5, respectively.
This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents in connection with the issuance of the Notes and such exhibits are hereby incorporated into the Company’s Registration Statement on Form S-3ASR (File No. 333-263546).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 4.1 | | Fifth Supplemental Indenture, dated August 21, 2023, between Huntington Bancshares Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Huntington Bancshares Incorporated’s Current Report on Form 8-K filed on August 21, 2023) |
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| 4.2 | | Eighth Supplemental Indenture, dated November 18, 2024, between Huntington Bancshares Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee |
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| 4.3 | | Third Supplemental Indenture, dated November 18, 2024, between Huntington Bancshares Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee |
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| 4.4 | | Form of 5.272% Fixed-to-Floating Rate Senior Notes due 2031 (included in Exhibit 4.2) |
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| 4.5 | | Form of 6.141% Fixed-to-Fixed Rate Subordinated Notes due 2039 (included in Exhibit 4.3) |
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| 5.1 | | Opinion of Venable LLP |
