01—Abstract
Summary
Summary of the 8-K filed September 11, 2025. Cited figures are marked; the original filing is the authoritative source.
On September 10, 2025, Huntington Bancshares Incorporated filed articles supplementary to its charter with the Maryland State Department of Assessments and Taxation, establishing a new series of serial preferred stock, the 6.250% Series K Non-Cumulative Perpetual Preferred Stock, with a $100,000a per share liquidation preference.
The filing states that 750,000 depositary shares, each representing a 1/100th interest in a share of Series K Preferred Stock, were sold under an underwriting agreement dated September 9, 2025, with BofA Securities, Citigroup Global Markets, Goldman Sachs & Co. LLC, Huntington Securities and RBC Capital Markets acting as representatives of the underwriters. The Corporation closed the public offering on September 11, 2025. The Articles Supplementary authorize 7,500 shares of the new series.
The Series K Preferred Stock ranks on parity with the company's existing Series B, F, G, H, I and J preferred stock and senior to its common stock and other junior securities. Dividends are non-cumulative and accrue at 6.250%b per annum from issuance until October 15, 2030, payable quarterly beginning January 15, 2026. From October 15, 2030, the rate resets to the five-year treasury rate plus 2.653%.
If dividends are not paid in full for at least six quarterly periods, holders may elect two directors. Dividend non-payment would restrict the company from declaring dividends on or repurchasing common stock or other junior securities during the following dividend period. The Series K Preferred Stock has no maturity date and is perpetual.
The company may redeem it in whole or in part on or after October 15, 2030, or in whole within 90 days following a Regulatory Capital Treatment Event, at $100,000c per share ($1,000 per depositary share), subject to Federal Reserve approval. Holders have no redemption right and generally no voting rights, except for certain fundamental changes.
02—Key points
Key Highlights
- Issued 750,000 depositary shares of a new 6.250% Series K Non-Cumulative Perpetual Preferred Stock; the offering closed on September 11, 2025.
- Each depositary share represents a 1/100th interest in a share of Series K Preferred Stock with a $100,000 per share liquidation preference ($1,000 per depositary share).
- Dividends accrue at 6.250% per annum, payable quarterly from January 15, 2026, until October 15, 2030; thereafter they reset to the five-year treasury rate plus 2.653%.
- The Series K Preferred Stock ranks in parity with the company's Series B, F, G, H, I and J preferred stock and senior to common stock.
- The company may redeem the shares on or after October 15, 2030, or within 90 days after a Regulatory Capital Treatment Event, subject to Federal Reserve approval.
- Non-payment of full dividends would bar the company from declaring dividends on or repurchasing common stock or other junior securities during the next dividend period.
- Holders have limited voting rights and may elect two directors only if dividends are unpaid for at least six quarterly periods.
03—Questions
Frequently Asked Questions
What securities did Huntington issue?
Huntington sold 750,000 depositary shares, each representing a 1/100th interest in a share of its 6.250% Series K Non-Cumulative Perpetual Preferred Stock, under an underwriting agreement dated September 9, 2025. The offering closed on September 11, 2025.
How are the dividends on the Series K Preferred Stock structured?
Dividends are payable when, as and if declared by the board, on a non-cumulative basis. The rate is 6.250% per annum on the $100,000 per share liquidation preference through October 15, 2030, paid quarterly starting January 15, 2026. From October 15, 2030, the rate resets to the five-year treasury rate plus 2.653%.
Can the preferred stock be redeemed, and does it have a maturity date?
The Series K Preferred Stock has no maturity date and remains outstanding indefinitely unless redeemed. The company may redeem it in whole or in part on any dividend payment date on or after October 15, 2030, or in whole within 90 days following a Regulatory Capital Treatment Event, at $100,000 per share plus declared and unpaid dividends. Any redemption requires any required prior approval from the Federal Reserve. Holders cannot require redemption.
How does the Series K Preferred Stock rank relative to other securities?
It ranks on parity with the company's Series B, F, G, H, I and J preferred stock and any future parity securities, and senior to common stock and other junior securities for dividends and liquidation distributions.
Do holders get voting rights?
Holders have no voting rights except on certain fundamental changes to the series' terms and certain other matters. If dividends are not paid in full for at least six quarterly dividend periods, holders acting with other parity securities having similar voting rights may elect two directors, until full dividends for at least one year's worth of periods have been paid.
04—Continue