This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about Huntington and TCF into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 178 of this joint proxy statement/prospectus.

Huntington is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio, with a network of 839 full-service branches, including 11 Private Client Group offices, and 1,330 ATMs across seven Midwestern states. Founded in 1866, The Huntington National Bank is Huntington’s only bank subsidiary. The Huntington National Bank and its affiliates provide consumer, small business, commercial, treasury management, wealth management, brokerage, trust, and insurance services. Huntington also provides vehicle finance, equipment finance, national settlement, and capital market services that extend beyond its core states. As of September 30, 2020, Huntington had consolidated total assets of approximately $120.1 billion, total loans and leases of approximately $80.5 billion, total deposits of approximately $95.1 billion and total stockholders’ equity of approximately $12.9 billion.

Huntington’s common stock is traded on the NASDAQ under the symbol “HBAN.”

Huntington’s principal office is located at 41 South High Street, Columbus, Ohio 43287, and its telephone number at that location is (614) 480-2265.

TCF is a financial holding company incorporated under Michigan law in 1973 and headquartered in Detroit, Michigan. TCF, formerly known as Chemical Financial Corporation, completed a merger of equals with TCF Financial Corporation, a Delaware corporation (“legacy TCF”) on August 1, 2019. As of September 30, 2020, TCF had total assets of $47.6 billion, and was the 31st largest publicly traded bank holding company in the United States based on total assets at September 30, 2020.

Through its wholly-owned bank subsidiary, TCF National Bank, a national banking association with its main office in Sioux Falls, South Dakota, TCF provides a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers. TCF National Bank operates banking centers primarily located in Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, South Dakota and Wisconsin. TCF also conducts business across all 50 states and Canada through its specialty lending and leasing businesses.

TCF’s common stock is traded on the NASDAQ under the symbol “TCF.”

TCF’s principal office is located at 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, and its telephone number at that location is (866) 258-1807.

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Subject to the terms and conditions of the merger agreement, at the completion of the merger, TCF will merge with and into Huntington, with Huntington as the surviving corporation. Following the completion of the merger, TCF National Bank, a wholly owned bank subsidiary of TCF, will merge with and into The Huntington National Bank, a wholly owned bank subsidiary of Huntington, with The Huntington National Bank as the surviving bank. Following the merger, TCF common stock and TCF depositary shares representing a 1/1000th ownership interest in a share of the TCF series C preferred stock will be delisted from the NASDAQ and deregistered under the Exchange Act and will cease to be publicly traded.

In the merger, holders of TCF common stock will receive 3.0028 shares of Huntington common stock for each share of TCF common stock they hold immediately prior to the effective time. Huntington will not issue any fractional shares of Huntington common stock in the merger. Holders of Huntington common stock who would otherwise be entitled to a fraction of a share of Huntington common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Huntington share closing price.

Huntington common stock is listed on the NASDAQ under the symbol “HBAN,” and TCF common stock is listed on the NASDAQ under the symbol “TCF.” The following table shows the closing sale prices of Huntington common stock and TCF common stock as reported on the NASDAQ on December 11, 2020, the last full trading day before the public announcement of the merger agreement, and on February 11, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of TCF common stock, which was calculated by multiplying the closing price of Huntington common stock on those dates by the exchange ratio of 3.0028.

For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 65 and the section entitled “The Merger Agreement—Merger Consideration” beginning on page 115.

In the merger, each share of TCF series C preferred stock issued and outstanding immediately prior to the effective time will automatically be converted into the right to receive one (1) share of new Huntington preferred stock. Each outstanding share of TCF series C preferred stock is presently represented by TCF depositary shares that represent a 1/1000th interest in a share of the TCF series C preferred stock. Upon completion of the merger, Huntington will assume the obligations of TCF under the applicable deposit agreement. Each TCF depositary share will then become a Huntington depositary share. The TCF depositary shares representing the TCF series C preferred stock are currently listed on the NASDAQ under the symbol “TCFCP.” The new Huntington depositary shares representing the new Huntington preferred stock are expected to be listed on the NASDAQ upon completion of the merger.

For further information, see the section entitled “The Merger—Treatment of TCF Series C Preferred Stock and TCF Depositary Shares” beginning on page 112 and the section entitled “Description of New Huntington Preferred Stock” beginning on page 151.

At the effective time, each option granted by TCF to purchase shares of TCF common stock that is outstanding and unexercised immediately prior to the effective time will be assumed and converted based on the exchange ratio into an option to purchase shares of Huntington common stock, on the same terms and conditions as were applicable under such TCF stock option immediately prior to the effective time (including vesting terms).

At the effective time, each share of TCF common stock subject to vesting, repurchase or other lapse restriction that is outstanding immediately prior to the effective time will (i) if granted to a non-employee member of the TCF board of directors, fully vest and be cancelled and converted into the right to receive (without interest) the merger consideration and (ii) if not granted to a non-employee member of the TCF board of directors, be assumed and converted based on the exchange ratio into a Huntington restricted stock award with the same terms and conditions as were applicable under such TCF restricted stock award immediately prior to the effective time (including vesting terms).

At the effective time, each TCF restricted stock unit award that is outstanding immediately prior to the effective time will be assumed and converted based on the exchange ratio into a Huntington restricted stock unit award (with any performance goals deemed satisfied at the greater of the target and actual level of performance through the most recently completed calendar quarter prior to the closing as reasonably determined by the compensation committee of the TCF board of directors in the ordinary course consistent with past practice) with the same terms and conditions as were applicable under such TCF restricted stock unit award immediately prior to the effective time (including vesting terms); provided that each such Huntington restricted stock unit award will be subject to service-based vesting only and will no longer be subject to any performance conditions.

At the effective time, each award in respect of a deferred share of TCF common stock that is outstanding immediately prior to the effective time will be assumed and converted based on the exchange ratio into a Huntington deferred stock award subject to the same terms and conditions as were applicable under such TCF deferred stock award immediately prior to the effective time.

The merger is intended to qualify as a “reorganization” for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that Huntington and TCF each receive a legal opinion to the effect that the merger will so qualify. Accordingly, holders of TCF common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their TCF common stock for Huntington common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Huntington common stock.

You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

The Huntington board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Huntington and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Huntington board of directors unanimously recommends that holders of Huntington common stock vote “FOR” the approval of the merger and “FOR” the other proposals presented at the Huntington special meeting. For a more detailed discussion of the Huntington board of directors’ recommendation, see the section entitled “The Merger—Huntington’s Reasons for the Merger; Recommendation of Huntington’s Board of Directors” beginning on page 83.

The TCF board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of TCF and its shareholders and unanimously adopted the merger agreement and approved the merger and the other transactions contemplated by the merger agreement. The TCF board of directors unanimously recommends that holders of

TCF common stock vote “FOR” the approval of the merger agreement and “FOR” the other proposals presented at the TCF special meeting. For a more detailed discussion of the TCF board of directors’ recommendation, see the section entitled “The Merger—TCF’s Reasons for the Merger; Recommendation of TCF’s Board of Directors” beginning on page 69.

At a meeting of the Huntington board of directors, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered to the Huntington board of directors its oral opinion, subsequently confirmed in Goldman Sachs’ written opinion dated as of December 13, 2020, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Huntington.

The full text of the written opinion of Goldman Sachs, dated December 13, 2020, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached to this joint proxy statement/prospectus as Annex C. The summary of Goldman Sachs’ opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Huntington board of directors in connection with its consideration of the proposed merger and the opinion does not constitute a recommendation as to how any holder of shares of Huntington common stock should vote with respect to the proposed merger or any other matter.

For more information, see “The Merger—Opinion of Huntington’s Financial Advisor,” beginning on page 86 and Annex C.

In connection with the merger, TCF’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated December 13, 2020, to the TCF board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to holders of TCF common stock of the exchange ratio in the proposed merger.

The full text of the opinion, which describes the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex D to this joint proxy statement/prospectus. The summary of the KBW opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion.

The opinion was for the information of, and was directed to, the TCF board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of TCF to engage in the merger or enter into the merger agreement or constitute a recommendation to the TCF board of directors in connection with the merger, and it does not constitute a recommendation to any holder of TCF common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter.

For more information, see “The Merger—Opinion of TCF’s Financial Advisor,” beginning on page 72 and Annex D.

Holders of Huntington common stock are not entitled to appraisal or dissenters’ rights under the MGCL and holders of TCF common stock are not entitled to appraisal or dissenters’ rights under the MBCA. For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 112.

In considering the recommendation of the TCF board of directors with respect to the merger, TCF shareholders should be aware that certain of TCF’s directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders

of TCF generally. The TCF board of directors was aware of and considered these interests during its deliberations on the merits of the merger and in determining to recommend to TCF shareholders that they vote for the TCF merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger.

These interests include, among others:

For a more complete description of these interests, see “The Merger—Interests of TCF’s Directors and Executive Officers in the Merger” beginning on page 99.

In connection with the merger, Huntington’s charter will be amended to increase the number of authorized shares of Huntington common stock from one billion five hundred million shares to two billion two hundred fifty million shares. A copy of the Huntington charter amendment is attached to this joint proxy statement/prospectus as Annex B.

At the effective time, the charter of Huntington, as in effect immediately prior to the effective time, as amended as described above, will be the charter of the combined company until thereafter amended in accordance with applicable law.

At the effective time, the bylaws of Huntington, as in effect immediately prior to the effective time, will be the bylaws of the combined company until thereafter amended in accordance with applicable law.

As of the effective time, the number of directors constituting the board of directors of Huntington will be increased by five (5) for a total of eighteen (18) directors, and five (5) current directors of TCF (the “TCF directors”) will be appointed to the board of directors of Huntington. Each of the TCF directors will be designated by TCF, subject to the approval of the Huntington board of directors (not to be unreasonably withheld). One TCF director will not stand for reelection to the Huntington board of directors at Huntington’s 2022 annual meeting of shareholders. In addition, as of the effective time of the bank merger, Gary Torgow will be appointed as Chairman of the board of directors of The Huntington National Bank. Following the effective time, the meetings of the board of directors of Huntington and, following the effective time of the bank merger, the board of directors of The Huntington National Bank, will rotate between (i) Columbus and (ii) Detroit / Minneapolis.

The combined company and its subsidiaries will have dual headquarters for banking operations in Columbus, Ohio, and Detroit, Michigan, with the headquarters of the consumer banking operations of the combined company and its subsidiaries being located in Columbus, Ohio and the headquarters of the commercial banking operations of the combined company and its subsidiaries being located in Detroit, Michigan. The headquarters of the combined company and the main office of The Huntington National Bank will be located in Columbus, Ohio.

At or prior to the closing, Huntington will contribute $50 million to establish a new Huntington Donor Advised Fund at the Community Foundation for Southeast Michigan (the “foundation”), dedicated to supporting primarily any markets in which Huntington operates. TCF’s Executive Chairman and TCF’s Chief Executive Officer on the date of the merger agreement will recommend and allocate such funds in a manner generally consistent with Huntington’s recommended charitable giving guidelines, and will periodically report to Huntington regarding the activities, contributions and grants made by the foundation. TCF’s Executive Chairman and TCF’s Chief Executive Officer on the date of the merger agreement may fully distribute the foundation’s funds over a seven (7)-year period from the closing date (and may not fully distribute such funds prior to the end of such period).

Subject to the terms of the merger agreement, Huntington and TCF have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents,

approvals and authorizations of all such third parties and governmental entities. These approvals include, among others, the approval of the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) and the Office of the Comptroller of the Currency (“OCC”). The initial filing of these regulatory applications occurred on January 11, 2021.

Although neither Huntington nor TCF knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Huntington and TCF cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Huntington and TCF expect the merger to close in the second quarter of 2021. However, neither Huntington nor TCF can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Huntington and TCF must first obtain the approval of holders of Huntington common stock and holders of TCF common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite Huntington vote or the requisite TCF vote, in the following circumstances:

If the merger agreement is terminated by either Huntington or TCF under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the Huntington board recommendation or the TCF board recommendation, TCF or Huntington may be required to pay a termination fee to the other party equal to $238.8 million.

The merger will be accounted for as an acquisition of TCF by Huntington under the acquisition method of accounting in accordance with generally accepted accounting principles (“GAAP”).

The rights of holders of TCF common stock are governed by Michigan law and by the articles of incorporation and bylaws of TCF. In the merger, holders of TCF common stock will become holders of common stock of Huntington, and their rights will be governed by Maryland law and the charter of Huntington, as amended by the Huntington charter amendment, and the bylaws of Huntington. Holders of TCF common stock will have different rights once they become holders of common stock of the combined company due to differences between the TCF governing documents and Michigan law, on the one hand, and the Huntington governing documents and Maryland law, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 159.

The shares of Huntington common stock are, and new Huntington depositary shares representing new Huntington preferred stock to be issued in the merger are expected to be, listed for trading on the NASDAQ. Following the merger, shares of Huntington common stock will continue to be listed on the NASDAQ. In addition, following the merger, TCF common stock and TCF depositary shares that represent a 1/1000th interest in a share of TCF series C preferred stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

The Huntington special meeting will be held virtually on March 25, 2021 at www.meetingcenter.io/207906613, at 3:30 p.m., Eastern Time. At the Huntington special meeting, holders of Huntington common stock will be asked to consider and vote on the following matters:

You may vote at the Huntington special meeting if you owned shares of Huntington common stock at the close of business on February 11, 2021. On that date, there were 1,017,245,480 shares of Huntington common stock outstanding, approximately sixty-six hundredths of one percent (0.66%) of which were owned and entitled to be voted by Huntington directors and executive officers and their affiliates. We currently expect that Huntington’s directors and executive officers will vote their shares in favor of the merger and the other proposals to be considered at the Huntington special meeting, although none of them has entered into any agreements obligating them to do so.

Each of the Huntington merger proposal and the Huntington authorized share count proposal will be approved if at least two-thirds of all the votes entitled to be cast on such proposal by the holders of outstanding Huntington common stock are affirmatively voted in favor of such proposal. The Huntington adjournment

proposal will be approved if a majority of the votes cast on the Huntington adjournment proposal by the holders of Huntington common stock entitled to vote are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Huntington special meeting via the Huntington special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Huntington merger proposal or the Huntington authorized share count proposal, it will have the same effect as a vote “AGAINST” the Huntington merger proposal or the Huntington authorized share count proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Huntington special meeting via the Huntington special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Huntington adjournment proposal, you will not be deemed to have cast a vote with respect to the Huntington adjournment proposal and it will have no effect on the Huntington adjournment proposal.

The TCF special meeting will be held virtually on March 25, 2021 at www.virtualshareholdermeeting.com/TCF2021SGM, at 3:30 p.m., Eastern Time. At the TCF special meeting, holders of TCF common stock will be asked to vote on the following matters:

You may vote at the TCF special meeting if you owned shares of TCF common stock at the close of business on February 11, 2021. On that date, there were 152,588,177 shares of TCF common stock outstanding, approximately eight tenths of one percent (0.8%) of which were owned and entitled to be voted by TCF directors and executive officers and their affiliates. TCF currently expects that TCF’s directors and executive officers will vote their shares in favor of the merger and the other proposals to be considered at the TCF special meeting, although none of them has entered into any agreements obligating them to do so.

The TCF merger proposal will be approved if the holders of a majority of the outstanding shares of TCF common stock entitled to vote at the TCF special meeting vote in favor of such proposal. Each of the TCF compensation proposal and the TCF adjournment proposal will be approved if a majority of the votes cast by the holders of TCF common stock entitled to vote on such proposal are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the TCF special meeting via the TCF special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCF merger proposal, it will have the same effect as a vote “AGAINST” the TCF merger proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the TCF special meeting via the TCF special meeting website or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCF compensation proposal or the TCF adjournment proposal, you will not be deemed to have cast a vote with respect to TCF compensation proposal or the TCF adjournment proposal and it will have no effect on such proposals.

On February 2, 2021, a complaint, captioned Shiva Stein v. TCF Financial Corporation et al., No. 1:21-cv-00273-JKB, was filed by a purported shareholder of TCF in the U.S. District Court for the District of Maryland. The complaint names TCF, the TCF board of directors and Huntington as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger unless and until defendants disclose the allegedly omitted material information, rescission of the merger to the extent already implemented or awarding of rescissory damages, damages and an award of attorneys’ and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.

On February 6, 2021, a complaint captioned Maegon Cassell v. Huntington Bancshares Incorporated et al., No. 1:21-cv-00161-MN, was filed by a purported shareholder of Huntington in the U.S. District Court for the District of Delaware. The complaint names Huntington, the Huntington board of directors and TCF as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and

misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger, rescission of the merger in the event consummated or awarding of rescissory damages, dissemination of a registration statement that does not contain any allegedly untrue statements of material fact, a declaration that defendants violated Section 14(a) and Section 20(a) of the Exchange Act as well as Rule 14a-9 promulgated thereunder and an award of attorneys’ and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.

On February 9, 2021, a complaint captioned Joe Osterhout v. TCF Financial Corporation et al., No. 1:21-cv-00403-SKC, was filed by a purported shareholder of TCF in the U.S. District Court for the District of Colorado. The complaint names TCF and the TCF board of directors as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger and any vote on the merger unless and until defendants disclose the allegedly omitted material information, rescission of the merger in the event consummated or awarding of rescissory damages, a declaration that defendants violated Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and an award of attorneys’ fees and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.

On February 12, 2021, a complaint captioned Patrick Dionne v. Huntington Bancshares Incorporated et al., No. 1:21-cv-01297-VM, was filed by a purported shareholder of Huntington in the U.S. District Court for the Southern District of New York. The complaint names Huntington and the Huntington board of directors as defendants. The complaint alleges, among other things, that the defendants caused a materially incomplete and misleading registration statement relating to the proposed merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The complaint seeks, among other relief, an injunction preventing the closing of the merger, dissemination of an amendment to the registration statement that does not contain any allegedly untrue statements of material fact and states all material facts allegedly required in it or necessary to make the statements contained therein not misleading, damages and an award of attorneys’ fees and experts’ fees. Huntington and TCF believe the claims asserted in the lawsuit are without merit.

There can be no assurances that additional complaints or demands will not be filed or made with respect to the merger. If additional similar complaints or demands are filed or made, absent new or different allegations that are material, neither Huntington nor TCF will necessarily announce them.

In evaluating the merger agreement and the merger, including the issuance of shares of Huntington common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 42.

The following table presents selected consolidated historical financial data of Huntington. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, have been derived from Huntington’s audited consolidated financial statements and accompanying notes contained in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, have been derived from Huntington’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data for Huntington as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 has been derived from Huntington’s unaudited interim consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated balance sheet data for Huntington as of September 30, 2019 has been derived from Huntington’s unaudited interim consolidated balance sheet as of September 30, 2019, which is not incorporated into this joint proxy statement/prospectus by reference.

You should read the following financial information relating to Huntington in conjunction with other information contained in this joint proxy statement/prospectus, including the consolidated financial statements of Huntington and related accompanying notes appearing in Huntington’s Annual Report on Form 10-K most recently filed with the SEC and in any Quarterly Reports on Form 10-Q of Huntington filed with the SEC after that Annual Report on Form 10-K was filed, and the financial statements in any Current Report on Form 8-K of Huntington that was filed with the SEC after such Annual Report on Form 10-K, which are incorporated by reference in this joint proxy statement/prospectus. Huntington’s historical financial results presented below were impacted by Huntington’s acquisition of FirstMerit Corporation on August 16, 2016, and periods after such acquisition reflect financial data for Huntington after the acquisition of FirstMerit Corporation, while periods before do not. Huntington’s historical results for any prior period are not necessarily indicative of results to be expected in any future period. The selected financial information in the table immediately below does not include, on any basis, the results or financial condition of TCF for any period or as of any date. For more information, see the section entitled “Where You Can Find More Information” beginning on page 178.

The following information reconciles: (i) Huntington’s ratio of tangible equity to tangible assets, a non-GAAP financial measure, as of the dates presented, and (ii) Huntington’s ratio of tangible common equity to tangible assets, a non-GAAP financial measure, as of the dates presented.

The following table presents selected consolidated historical financial data of TCF. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, have been derived from TCF’s audited consolidated financial statements and accompanying notes contained in TCF’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, have been derived from TCF’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data for TCF as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 has been derived from TCF’s unaudited interim consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated balance sheet data for TCF as of September 30, 2019 has been derived from TCF’s unaudited interim consolidated balance sheet as of September 30, 2019, which is incorporated into this joint proxy statement/prospectus by reference.

You should read the following financial information relating to TCF in conjunction with other information contained in this joint proxy statement/prospectus, including the consolidated financial statements of TCF and related accompanying notes appearing in TCF’s Annual Report on Form 10-K most recently filed with the SEC and in any Quarterly Reports on Form 10-Q of TCF filed with the SEC after that Annual Report on Form 10-K was filed, and the financial statements in any Current Report on Form 8-K of TCF that was filed with the SEC after such Annual Report on Form 10-K, which are incorporated by reference in this joint proxy statement/prospectus. Financial results presented below were significantly impacted by the merger of Chemical Financial Corporation (“Chemical”) and legacy TCF on August 1, 2019, and periods before the merger of legacy TCF and Chemical reflect financial data of legacy TCF, while periods after such merger reflect financial data for TCF after the merger of Chemical and legacy TCF. This merger was accounted for as a reverse merger whereby legacy TCF was deemed the acquirer for financial reporting purposes, while Chemical was the legal acquirer. Chemical was renamed to TCF Financial Corporation immediately following the merger of Chemical and legacy TCF. Certain reclassifications were made to prior period financial statements to conform to the current period presentation. In addition, the number of shares issued and outstanding, earnings per share, additional paid-in-capital, dividends paid and all references to share quantities of TCF were retrospectively restated to reflect the equivalent number of shares issued in the merger of Chemical and legacy TCF. TCF’s historical results for any prior period are not necessarily indicative of results to be expected in any future period. The selected financial information in the table immediately below does not include, on any basis, the results or financial condition of Huntington for any period or as of any date. For more information, see the section entitled “Where You Can Find More Information” beginning on page 178.