Item 8.01. Other Events.

On May 17, 2022, Huntington Bancshares Incorporated (the "Company") issued and sold $400,000,000 aggregate principal amount of its 5.023% Fixed-to-Floating Rate Senior Notes due May 17, 2033 (the "Notes"). The Notes were issued pursuant to a Senior Debt Indenture, dated as of July 30, 2019, between the Company and Deutsche Bank Trust Company Americas (the "Trustee"), as amended and supplemented by a Third Supplemental Indenture, dated as of May 17, 2022, 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 May 6, 2022, by and among the Company and, on behalf of themselves and the several underwriters named therein, BofA Securities, Inc., Huntington Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC.

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 May 6, 2022, filed with the U.S. Securities and Exchange Commission (the "Commission") on May 9, 2022, 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 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, The Huntington National Bank, issued and sold $500,000,000 aggregate principal amount of its 4.008% Fixed-to-Floating Rate Senior Notes due May 16, 2025, $800,000,000 aggregate principal amount of its 4.552% Fixed-to-Floating Rate Senior Notes due May 17, 2028 and $300,000,000 aggregate principal amount of its Floating Rate Senior Notes due May 16, 2025.

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, dated May 17, 2022, between
                  Huntington Bancshares Incorporated and Deutsche Bank Trust
                  Company Americas, as trustee

4.2                 5.023% Fixed-to-Floating Rate Senior Notes due May 17, 2033
                  (included in exhibit 4.1)

5.1                 Opinion of Venable LLP

5.2                 Opinion of Wachtell, Lipton, Rosen & Katz

23.1                Consent of Venable LLP (included in Exhibit 5.1)

23.2                Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
                  5.2)

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).



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