Huntington Bancshares Inc S-4/A, filed Aug 8, 2025

Agreement and Plan of Merger, dated as of July 13, 2025, by and between Huntington Bancshares Incorporated and Veritex Holdings, Inc.

Opinion of Keefe, Bruyette & Woods, Inc.

Huntington Bancshares Inc (HBAN)

S-4/A 2025-08-08

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Added on October 18, 2026

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Sincerely,			Sincerely,



Stephen D. Steinour Chairman of the Board, President and Chief Executive Officer Huntington Bancshares Incorporated			C. Malcolm Holland, III Chairman of the Board, Chief Executive Officer and President Veritex Holdings, Inc.


QUESTIONS AND ANSWERS			1
SUMMARY			9
The Parties to the Merger			9
The Merger and the Merger Agreement			9
Merger Consideration			10
Treatment of Veritex Equity Awards			10
Material U.S. Federal Income Tax Consequences of the Merger			10
Veritex’s Reasons for the Merger; Recommendation of Veritex’s Board of Directors			11
Opinion of Veritex’s Financial Advisor			11
Appraisal or Dissenters’ Rights in the Merger			11
Interests of Veritex’s Directors and Executive Officers in the Merger			11
Regulatory Approvals			12
Expected Timing of the Merger			12
Conditions to Completion of the Merger			12
Termination of the Merger Agreement			13
Termination Fee			14
Accounting Treatment			14
The Rights of Holders of Veritex Common Stock Will Change as a Result of the Merger			14
Listing of Huntington Common Stock; Delisting and Deregistration of Veritex Common Stock			14
The Veritex Special Meeting			14
Litigation Relating to the Merger			15
Risk Factors			15
RISK FACTORS			16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			22
THE VERITEX SPECIAL MEETING			24
VERITEX PROPOSALS			29
INFORMATION ABOUT HUNTINGTON			31
INFORMATION ABOUT VERITEX			32
THE MERGER			33
Terms of the Merger			33
Background of the Merger			33
Veritex’s Reasons for the Merger; Recommendation of Veritex’s Board of Directors			37
Opinion of Veritex’s Financial Advisor			41
Interests of Veritex’s Directors and Executive Officers in the Merger			51
Governance of the Combined Company After the Merger			56
Accounting Treatment			56
Regulatory Approvals			56
Stock Exchange Listings			58
Appraisal or Dissenters’ Rights in the Merger			59
Litigation Relating to the Merger			59
THE MERGER AGREEMENT			60
Explanatory Note Regarding the Merger Agreement			60
Structure of the Merger			60
Merger Consideration			61
Fractional Shares			61
Governing Documents			61
Treatment of Veritex Equity Awards			62
Closing and Effective Time of the Merger			62
Conversion of Shares; Exchange of Veritex Stock Certificates			62
Representations and Warranties			63


Covenants and Agreements			65
Shareholder Meeting and Recommendation of Veritex’s Board of Directors			71
Agreement Not to Solicit Other Offers			72
Conditions to Completion of the Merger			73
Termination of the Merger Agreement			74
Effect of Termination			75
Termination Fee			75
Fees and Expenses			75
Amendment, Waiver and Extension of the Merger Agreement			75
Governing Law			76
Specific Performance			76
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			77
Tax Consequences of the Merger Generally			78
Information Reporting and Backup Withholding			79
DESCRIPTION OF HUNTINGTON CAPITAL STOCK			80
COMPARISON OF SHAREHOLDERS’ RIGHTS			93
LEGAL MATTERS			108
EXPERTS			108
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS			109
WHERE YOU CAN FIND MORE INFORMATION			110


Maryland (State or other jurisdiction of incorporation or organization)	6021 (Primary Standard Industrial Classification Code Number)	31-0724920 (I.R.S. Employer Identification Number)


Edward D. Herlihy, Esq. Nicholas G. Demmo, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000	C. Malcolm Holland, III Chairman of the Board, Chief Executive Officer and President Veritex Holdings, Inc. 8214 Westchester Drive, Suite 800 Dallas, TX 75225 (972) 349-6200	Sven Mickisch, Esq. Timothy Gaffney, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000


			By Order of the Veritex Board of Directors,



			C. Malcolm Holland, III Chairman of the Board, Chief Executive Officer and President Veritex Holdings, Inc.


	Huntington Common Stock	Veritex Common Stock	Implied Value of One Share of Veritex Common Stock
July 11, 2025	$17.39	$27.46	$33.91
[ ], 2025	$[ ]	$[ ]	$[ ]


Prosperity Bancshares, Inc.			Origin Bancorp, Inc.
Texas Capital Bancshares, Inc.			Southside Bancshares, Inc.
Stellar Bancorp, Inc.			Business First Bancshares, Inc.
National Bank Holdings Corporation


		Selected Companies
	Veritex⁽¹⁾	25^th Percentile	Median	Average	75^th Percentile
2025Q1 Core Return on Average Assets⁽²⁾	0.97% \| 1.06%	1.03%	1.05%	1.04%	1.11%
2025Q1 Core Return on Average Tangible Common Equity⁽²⁾	10.25% \| 10.76%	10.36%	11.33%	11.27%	13.49%
2025Q1 Net Interest Margin	3.31% \| 3.33%	3.17%	3.44%	3.49%	3.81%
2025Q1 Fee Income / Revenue⁽³⁾	12.5% \| 12.3%	14.4%	16.0%	14.3%	16.5%
2025Q1 Noninterest Expense / Average Assets	2.14% \| 2.08%	2.59%	2.50%	2.28%	2.10%
2025Q1 Efficiency Ratio	59.1% \| 58.9%	61.7%	61.6%	59.1%	56.3%


First Citizens BancShares, Inc.			M&T Bank Corporation
Citizens Financial Group, Inc.			KeyCorp
Fifth Third Bancorp			Regions Financial Corporation


		Selected Companies
	Huntington⁽¹⁾	25^th Percentile	Median	Average	75^th Percentile
2025Q1 Core Return on Average Assets⁽²⁾	1.05% \| 1.13%	0.90%	0.97%	0.99%	1.11%
2025Q1 Core Return on Average Tangible Common Equity⁽²⁾	16.56% \| 17.60%	10.19%	11.79%	12.84%	14.54%
2025Q1 Net Interest Margin	3.10% \| 3.11%	2.93%	3.15%	3.16%	3.46%
2025Q1 Fee Income / Revenue⁽³⁾	25.7% \| 26.5%	27.8%	30.4%	31.1%	33.7%
2025Q1 Noninterest Expense / Average Assets	2.24% \| 2.32%	2.63%	2.53%	2.55%	2.44%
2025Q1 Efficiency Ratio	58.8% \| 58.8%	63.2%	61.4%	61.9%	60.5%


Acquiror			Acquired Company
Columbia Banking System, Inc.			Pacific Premier Bancorp, Inc.
Berkshire Hills Bancorp, Inc.			Brookline Bancorp, Inc.
Old National Bancorp			Bremer Financial Corporation
Atlantic Union Bankshares Corporation			Sandy Spring Bancorp, Inc.
Renasant Corporation			The First Bancshares, Inc.
SouthState Corporation			Independent Bank Group, Inc.
UMB Financial Corporation			Heartland Financial USA, Inc.
Provident Financial Services, Inc.			Lakeland Bancorp, Inc.
Raymond James Financial, Inc.			TriState Capital Holdings, Inc.
Valley National Bancorp			Bank Leumi Le-Israel Corporation
First Interstate BancSystem, Inc.			Great Western Bancorp, Inc.
Old National Bancorp			First Midwest Bancorp, Inc.
New York Community Bancorp, Inc.			Flagstar Bancorp, Inc.
Independent Bank Corp.			Meridian Bancorp, Inc.


	Huntington % of Total	Veritex % of Total
Ownership at 1.95x merger exchange ratio:
Pro Forma Ownership	93.1%	6.9%
Market Capitalization:
Pre-Deal Market Capitalization	94.4%	5.6%
Balance Sheet:
Total Assets	94.3%	5.7%


	Huntington % of Total	Veritex % of Total
Gross Loans Held For Investment	93.4%	6.6%
Total Deposits	93.9%	6.1%
Tangible Common Equity	91.4%	8.6%
Income Statement:
2025 Estimated Earnings	94.7%	5.3%
2026 Estimated Earnings	94.8%	5.2%


Name⁽¹⁾	Cash ($)⁽²⁾	Equity ($)⁽³⁾	Total ($)
C. Malcolm Holland, III	$5,145,953.04	$7,051,737.00	$12,197,690.04
Terry S. Earley	$1,123,750.00	$—	$1,123,750.00
Dom Karaba	$3,194,287.38	$1,965,366.48	$5,159,653.86
LaVonda Renfro	$1,602,033.11	$856,912.98	$2,458,946.09
Angela Harper	$1,506,621.81	$779,167.62	$2,285,789.43
William Holford	$1,632,778.06	$203,353.92	$1,836,131.98


Name	Accelerated Veritex Restricted Stock Unit Awards ($)	Accelerated Performance Veritex Restricted Stock Unit Awards ($)	Total ($)
C. Malcolm Holland, III	$4,551,790.32	$2,499,946.68	$7,051,737.00
Terry S. Earley	$—	$—	$—
Dom Karaba	$884,596.02	$1,080,770.46	$1,965,366.48
LaVonda Renfro	$586,550.58	$270,362.40	$856,912.98
Angela Harper	$246,301.44	$532,866.18	$779,167.62
William Holford	$203,353.92	$—	$203,353.92


	Huntington	Veritex
Preferred Stock:	Huntington’s charter provides that the Huntington board of directors may classify and reclassify any unissued shares of serial preferred stock by authorizing the issuance of serial preferred stock in one or more series and establishing the preferences, conversion or other rights, voting powers, restrictions, entitlements and limitations with respect to dividends, qualifications, term or conditions of redemption, or other rights of such series, all of which will be set forth in the articles supplementary or other charter document providing for the issuance of such serial preferred stock.	Veritex’s certificate of formation, subject to limitations prescribed in Veritex’s bylaws and by Texas law, provides that the Veritex board of directors may provide for the issuance of shares of preferred stock, in one or more series, and to fix the relative rights and preferences of the shares of a series of preferred stock, including voting powers, dividend rights, liquidation preferences, redemption rights and conversion privileges.

Voting Rights:	Under Huntington’s charter and bylaws, each share of Huntington common stock is entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.	Under Veritex’s certificate of formation and bylaws, each share of Veritex common stock is entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.

Size of Board of Directors:	Huntington’s charter provides that the size of the Huntington board of directors may be increased or decreased pursuant to Huntington’s bylaws but may not be less than three (3) directors. The Huntington bylaws currently provide that a majority of the board of directors may alter the number of directors, but such number may not be more than twenty-five (25) or less than three (3). The current size of the Huntington board of directors is twelve (12) directors.	Veritex’s bylaws provide that the size of the Veritex board of directors may be increased or decreased pursuant to Veritex’s bylaws but may not be less than three (3) directors. A decrease in the number of directors by the Veritex board of directors may not have the effect of shortening the term of an incumbent directors. The current size of the Veritex board of directors is thirteen (13) directors.

Classes of Directors:	Huntington’s charter does not separate the directors into classes with staggered, multi-year terms of office. Directors hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified or, if earlier, until the director’s death, resignation, or removal from office.	Veritex’s certificate of formation does not separate the directors into classes with staggered, multi-year terms of office. Directors hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified or, if earlier, until the director’s death, resignation, or removal from office.

Election of Directors:	Under Maryland law, directors are elected by a plurality of all the votes cast at a meeting at which a quorum is present, unless otherwise provided in the charter or bylaws. Huntington’s bylaws provide that a nominee for election to the Huntington board of directors will be elected only if	Under Texas law, directors are elected by a plurality of the votes cast by the shareholders entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the certificate of formation or the bylaws of a corporation.


	Huntington	Veritex
	the number of votes cast “for” such nominee’s election exceeds the number of votes cast “against” or affirmatively “withheld” as to such nominee’s election. If, on either the date of Huntington’s proxy statement for the meeting or on the date of the meeting, the number of nominees exceeds the number of directors to be elected, the directors will be elected by a plurality of all the votes cast at the meeting. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted.	Veritex’s bylaws provide that directors will be elected by a plurality of the votes cast at any election.

Vacancies on the Board of Directors:	Under Huntington’s bylaws, shareholders may elect a successor to fill a vacancy on the board of directors that results from the retirement or removal of a director. Huntington’s bylaws also provide that that an affirmative vote of a majority of the directors then in office, though less than a quorum of the board of directors, may fill a vacancy which results from any cause except an increase in the number of directors, and a majority of the board of directors may fill a vacancy which results from an increase in the number of directors. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies. Unless otherwise determined by the board of directors, at any time a vacancy is created from any cause except due to an increase in the number of directors, and such vacancy is not filled by the board of directors concurrently with its creation, the number of directors will automatically be decreased by one (1).	Under Veritex’s bylaws, shareholders may elect a successor to fill a vacancy on the board of directors that results from the death, resignation, removal or otherwise of a director. Veritex’s bylaws also provide that an affirmative vote of a majority of the directors then in office, though less than a quorum of the Veritex board of directors, or by a sole remaining director, may fill a vacancy on the Veritex board of directors. Any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred or, if elected to fill a vacancy by an increase in the number of directorships, until the next annual meeting of Veritex shareholders.

Removal of Directors:	Huntington’s charter and bylaws provide that, subject to the rights of holders of one or more classes of stock other than common stock to remove one or more directors, any director (or the entire board) may be removed at any time but only for cause and only by the affirmative vote of two-thirds of all the votes entitled to be cast in the election of directors.	Veritex’s bylaws provide that, at any special meeting of the shareholders, any director may, by the affirmative vote of the holders of four fifths (4/5) of all the shares of Veritex common stock outstanding and entitled to vote for the election of directors, be removed from office for cause.


	Huntington	Veritex
Amendments to Organizational Documents:	Under Maryland law, Huntington’s charter may be amended upon the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. The Huntington bylaws may be amended or repealed upon an affirmative vote of two-thirds of all the votes entitled to be cast by the outstanding shares of voting stock of Huntington. In addition, the Huntington board of directors, at any regular or special meeting, has the power to amend, adopt, or repeal the Huntington bylaws.	Veritex’s certificate of formation may be amended upon the affirmative vote of at least a majority of the issued and outstanding shares of Veritex common stock entitled to vote thereon. Veritex’s bylaws provide that they may be altered, amended or repealed, in whole or in part, by the Veritex shareholders or by the Veritex board of directors. The Veritex board of directors may amend or repeal the Veritex bylaws, or adopt new bylaws, except to the extent (a) such power shall be reserved exclusively to the shareholders in whole or in part by the certificate of formation or the TBOC or (b) the shareholders in amending, repealing or adopting a particular bylaw shall have expressly provided in such bylaw or elsewhere in the bylaws that the Veritex board of directors may not amend or repeal that bylaw. Under Texas law, unless a corporation's certificate of formation or a bylaw adopted by the shareholders provides otherwise, a corporation's shareholders may amend, repeal, or adopt the bylaws regardless of whether they may also be amended, repealed, or adopted by the board of directors.

Shareholder Action by Written Consent:	Under Maryland law, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a unanimous consent which sets forth the action is (1) provided in writing or by electronic transmission by each shareholder entitled to vote on the matter; and (2) filed in paper or electronic form with the records of shareholders meetings. If authorized by the charter, holders of shares of common stock may act by the written or electronic consent of the holders of the shares necessary to approve the action at a meeting. Huntington’s charter does not address shareholder action without a meeting and, therefore, unanimous consent is required for shareholder action without a meeting.	Under Veritex’s bylaws, any action required to be taken by the shareholders at any annual or special meeting of such shareholders, or any action which may be taken at any annual or special meeting of shareholders of Veritex, may be taken without a meeting, without prior notice and without a vote, if (a) a consent or consents in writing, setting forth the action so taken, will be signed by every holder of shares outstanding and entitled to vote thereon, or (b) a consent or consents in writing, setting forth the action so taken, will be signed by shareholders having at least the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.


	Huntington	Veritex
Special Meetings of Shareholders:	Huntington’s bylaws provide that the chairman of the board of directors, the president, the chief executive officer, or the board of directors, may call a special meeting of the shareholders. In addition, Huntington's secretary is required to call a special meeting of shareholders to act on any matter that may properly be considered at a meeting of shareholders upon the written request of shareholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.	Veritex’s bylaws provide that special meetings of the Veritex shareholders may be called at any time by the Veritex board of directors, the Chairman or the President, or where there is a written request of shareholders owning at least 10% of all shares of capital stock issued and outstanding and entitled to vote at the meeting, such request may be actioned by the Chairman, the President or the Secretary, respectively.

Record Date:	Under the Huntington bylaws, the Huntington board of directors may fix a record date, which record date may not be more than ninety (90) or less than ten (10) days before the date of the annual or special meeting, unless otherwise required by applicable law.	Under Veritex’s bylaws, the Veritex board of directors may fix a record date, which record date may not be more than sixty (60) or less than ten (10) days before the date of the annual or special meeting, nor more than fifty (50) days nor less than ten (10) days prior to any other action, unless otherwise required by applicable law.

Quorum:	Under Huntington’s bylaws, unless Maryland law or the Huntington charter provides otherwise, at any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum. Once a quorum has been established, the shareholders present either in person or by proxy at a duly called meeting may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough shareholders to leave fewer than would be required to establish a quorum. Whether or not a quorum is present, a meeting of shareholders may be adjourned from time to time by the chairman of the meeting.	Under Veritex’s bylaws, unless Texas law or the Veritex certificate of formation provides otherwise, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the issued and outstanding shares of Veritex entitled to vote at the meeting constitutes a quorum at the meeting. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.


	Huntington	Veritex
	secretary at Huntington’s principal executive office not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Huntington board of directors to be elected at such meeting. A shareholder’s notice, whether for an annual or special meeting, must set forth certain information as specified in the Huntington bylaws. Notwithstanding anything in the Huntington bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the shareholder giving notice does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter will not be considered at the meeting.

Limitation of Liability of Directors and Officers:	Huntington’s charter provides that no director or officer of Huntington will be personally liable to Huntington or its shareholders for money damages, to the fullest extent permitted by Maryland law. The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action.	Veritex’s certificate of formation provides that no director of Veritex will be liable to Veritex or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except to the extent the foregoing exemption from liability is not permitted under Texas law. Texas law provides that the certificate of formation of a corporation may provide that a director of the corporation is not liable, or is liable only to the extent provided by the certificate of formation to the corporation or its shareholders for monetary damages for an act or omission by the person in the person's capacity as a director.


	Huntington	Veritex
	any stock held by persons described in (ii), as part of or in connection with the transaction and within the 1 (one)-year period described in (ii), will be or was converted into or exchanged for stock of a person, or an affiliate of a person, who is a party to the transaction on terms that are not available to all holders of stock of the same class or series; (b) the stock is that of the successor in a merger, unless (i) the merger alters the contract rights of the stock as expressly set forth in the charter, and the charter does not reserve the right to do so; or (ii) the stock is to be changed or converted in whole or in part in the merger into something other than either stock in the successor or (ii) the stock is to be changed or converted in whole or in part in the merger into something other than either stock in the successor or cash, scrip, or other rights or interests arising out of the provisions for the treatment of fractional shares of stock in the successor; (c) the stock is not entitled to be voted on the transaction or the shareholder did not own the shares of stock on the record date for determining stockholders entitled to vote on the transaction; or (d) the charter provides that the holders of the stock are not entitled to exercise the rights of an objecting shareholder.

Shareholder Rights Plan:	Huntington does not currently have a shareholder rights plan in effect.	Veritex does not currently have a shareholder rights plan in effect.

Exclusive Forum:	Neither Huntington’s charter nor its bylaws contain an exclusive forum provision. However, in respect of the assertion of any cause of action arising under the Securities Act of 1933 the federal district courts of the United States shall be the sole and exclusive forum.	Under Veritex’s certificate of formation any state or federal court located in Dallas County in the State of Texas shall be the sole and exclusive forum for (a) any actual or purported derivative action or proceeding brought on behalf of Veritex, (b) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Veritex to Veritex or Veritex’s shareholders or creditors, (c) any action asserting a claim against Veritex or any director or officer of Veritex arising pursuant to any provision of the TBOC, Veritex’s certificate of formation or bylaws, or (d) any action asserting a claim against Veritex or any director or officer of Veritex governed by the internal affairs doctrine.


Huntington Filings (SEC File No. 001-34073)			Periods Covered or Date of Filing with the SEC
Annual Report on Form 10-K			Fiscal year ended December 31, 2024, filed February 14, 2025

Quarterly Reports on Form 10-Q			Quarterly period ended March 31, 2025, filed April 29, 2025

Current Reports on Form 8-K			Filed March 31, 2025, April 17, 2025, April 17, 2025, June 27, 2025 and July 17, 2025 (other than the portions of those documents not deemed to be filed)

Definitive Proxy Statement on Schedule 14A			Filed March 6, 2025

The description of Huntington’s common stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating those descriptions			April 28, 1967 (filed in paper format), as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2024, filed February 14, 2025

The description of Huntington’s depositary shares each representing 1/40th interest in a share of Huntington’s 4.500% Series H Non-Cumulative Perpetual Preferred			February 9, 2021, as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2024, filed February 14, 2025


Huntington Filings (SEC File No. 001-34073)			Periods Covered or Date of Filing with the SEC
Stock contained in Huntington’s registration statement on Form 424B2 filed under Rule 424 of the Securities Act of 1933 and any amendment or report filed for purpose of updating those descriptions

The description of Huntington’s depositary shares each representing 1/1000th interest in a share of Huntington’s 5.70% Series I Non-Cumulative Perpetual Preferred Stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating those descriptions			June 9, 2021, as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2024, filed February 14, 2025

The description of Huntington’s depositary shares each representing 1/40th interest in a share of Huntington’s 6.875% Series J Non-Cumulative Perpetual Preferred Stock contained in Huntington’s registration statement on Form 8-A filed under Section 12 of the Exchange Act and any amendment or report filed for purpose of updating those descriptions			March 6, 2023, as updated by Exhibit 4.2 to Huntington’s Form 10-K for the year ended December 31, 2024, filed February 14, 2025