Item 8.01. Other Events.
On
The Third Supplemental Indenture and the Notes are attached to this Current
Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are
incorporated into this Item 8.01 by reference. The Underwriting Agreement, the
Third Supplemental Indenture and the Notes are more fully described in a
prospectus supplement, dated
The foregoing descriptions of the Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.
Concurrently with this offering, the Company's bank subsidiary,
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 Exhibit No. Description 4.1 Third Supplemental Indenture, datedMay 17, 2022 , betweenHuntington Bancshares Incorporated andDeutsche Bank Trust Company Americas , as trustee 4.2 5.023% Fixed-to-Floating Rate Senior Notes dueMay 17, 2033 (included in exhibit 4.1) 5.1 Opinion ofVenable LLP 5.2 Opinion ofWachtell, Lipton, Rosen & Katz 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 23.2 Consent ofWachtell, Lipton, Rosen & Katz (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). -2-
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