01—Abstract
Summary
Summary of the 8-K filed January 28, 2026. Cited figures are marked; the original filing is the authoritative source.
Huntington Bancshares Incorporated (HBAN) issued and sold two series of debt securities on January 28, 2026 under its Registration Statement on Form S-3ASR (File No. 333-285441).
The Company sold $1,000,000,000a aggregate principal amount of 4.623% Fixed-to-Floating Rate Senior Notes due 2032 and $750,000,000 aggregate principal amount of 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041. The notes were sold under an underwriting agreement dated January 23, 2026 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Huntington Securities, Inc. acting on behalf of the underwriters.
The Senior Notes were issued under a Senior Debt Securities Indenture dated December 29, 2005, as supplemented by a Fifth Supplemental Indenture dated August 21, 2023 and a Ninth Supplemental Indenture dated January 28, 2026. The Subordinated Notes were issued under a Subordinated Debt Securities Indenture dated December 29, 2005, as supplemented by a Fourth Supplemental Indenture dated January 28, 2026. The Bank of New York Mellon Trust Company, N.A. serves as trustee for both indentures.
The filing is primarily a disclosure of the note issuance and related documentation. It attaches the indentures, the forms of notes, and legal opinions from Venable LLP and Wachtell, Lipton, Rosen & Katz, and it incorporates these exhibits into the Company's registration statement. The descriptions in the filing are qualified in their entirety by the exhibits, which the filing identifies as the authoritative terms.
02—Key points
Key Highlights
- Issued $1,000,000,000 of 4.623% Fixed-to-Floating Rate Senior Notes due 2032.
- Issued $750,000,000 of 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041.
- Notes were sold under an underwriting agreement dated January 23, 2026 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Huntington Securities, Inc.
- Senior Notes issued under a Ninth Supplemental Indenture dated January 28, 2026; Subordinated Notes issued under a Fourth Supplemental Indenture dated January 28, 2026.
- Both series are governed by indentures with The Bank of New York Mellon Trust Company, N.A. as trustee.
- Offering was made under a prospectus supplement dated January 23, 2026, filed January 27, 2026, on Form S-3ASR (File No. 333-285441).
- Filing incorporates the indentures, note forms and legal opinions (Venable LLP; Wachtell, Lipton, Rosen & Katz) into the Company's registration statement.
03—Questions
Frequently Asked Questions
How much debt did Huntington Bancshares issue on January 28, 2026?
The Company issued $1,000,000,000 of 4.623% Fixed-to-Floating Rate Senior Notes due 2032 and $750,000,000 of 5.605% Fixed-to-Fixed Rate Subordinated Notes due 2041, for a combined $1.75 billion in aggregate principal amount.
What is the difference between the Senior Notes and the Subordinated Notes?
The filing identifies the Senior Notes as Senior Debt Securities issued under the Senior Debt Indenture and the Subordinated Notes as Subordinated Debt Securities issued under the Subordinated Debt Indenture. The filing does not describe the ranking or other economic terms beyond the coupon structure and maturity stated in the notes' titles; those terms are set out in the exhibits.
Who underwrote the notes?
The notes were sold under an underwriting agreement dated January 23, 2026 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Huntington Securities, Inc., acting on behalf of themselves and the several underwriters named in the agreement.
Where can investors find the full terms of the notes?
The filing states that the descriptions are qualified in their entirety by the exhibits, which include the Senior Debt Indenture, Fifth and Ninth Supplemental Indentures, Subordinated Debt Indenture, Fourth Supplemental Indenture, and the forms of the notes. The filing also refers to a prospectus supplement dated January 23, 2026, filed January 27, 2026, under Registration Statement File No. 333-285441.
Who is the trustee for these notes?
The Bank of New York Mellon Trust Company, N.A. is the trustee under both the Senior Debt Indenture and the Subordinated Debt Indenture, and under the related supplemental indentures.
04—Continue