Current Report · Items 3.03, 5.03, 8.01, 9.01 · 8-K
First Horizon Corporation
FHNNYSEEQUITYCurrent
Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 3.03. Material Modification to Rights of Security Holders. The ability of First Horizon Corporation (the “Company”) to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on its Non-Cumulative Perpetual Preferred Stock, Series H, liqu…
Filed Mar 12, 2026Accepted Mar 12, 2026, 4:22 PM EDTCIK 36966Accession 0000930413-26-000749
Company context
Current securities
Disclosure sections
Items 3.03, 5.03, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification
to Rights of Security Holders.
The ability of First Horizon Corporation
(the “Company”) to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock
is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on its Non-Cumulative
Perpetual Preferred Stock, Series H, liquidation preference $100,000 per share (the “Series H Preferred Stock”). The
terms of the Series H Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment (as defined
in Item 5.03 below), a copy of which is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On March 6, 2026, the Company filed the Articles
of Amendment (the “Articles of Amendment”) to its Amended and Restated Charter, with the Secretary of State of the
State of Tennessee, establishing the preferences, limitations and relative rights of the Series H Preferred Stock. The Articles
of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On March 12, 2026, the Company completed
the sale of 16,000,000 depositary shares (the “Depositary Shares”), each representing a 1/4,000th interest in a share
of Series H Preferred Stock, pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated March 5, 2026,
between the Company, on the one hand, and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC,
RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters, on the other hand. The offering and sale
of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-287053) filed
with the Securities and Exchange Commission.
A copy of the Underwriting Agreement is filed
as Exhibit 1.1 and is incorporated by reference herein.
The Deposit Agreement, dated as of March
12, 2026, by and among the Company, Equiniti Trust Company, LLC, as depositary, and the holders from time to time of the depositary
receipts described therein, is filed as Exhibit 4.1 and is incorporated by reference herein. The form of certificate representing
the Series H Preferred Stock is filed as Exhibit 4.2 and is incorporated herein by reference. The form of depositary receipt representing
the Depositary Shares is filed as Exhibit 4.3 and is incorporated by reference herein.
A copy of the opinion and consent of T. Lang
Wiseman, Senior Executive Vice President and General Counsel of the Company, as to the validity of the Series H Preferred Stock
is filed as Exhibit 5.1, and a copy of the opinion and consent of Sullivan & Cromwell LLP as to the validity of the depositary
receipts representing the Depositary Shares is filed as Exhibit 5.2.
Filed exhibits (2)
EX-4.1 (by filename) c115798_ex4-1.htmEX-4.1
5
c115798_ex4-1.htm
Exhibit 4.1
DEPOSIT AGREEMENT
among
FIRST HORIZON CORPORATION,
EQUINITI TRUST COMPANY, LLC,
as Depositary
and
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
Dated as of March 12, 2026
TABLE OF CONTENTS
Page
ARTICLE I
Defined terms
Section 1.1. Definitions 1
ARTICLE II
Form of Receipts, Deposit of Stock,
Execution and Delivery, Transfer,
Surrender and Redemption of Receipts
Section 2.1. Form and Transfer of Receipts 3
Section 2.2. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof 4
Section 2.3. Registration of Transfer of Receipts 5
Section 2.4. Split-ups and Combinations o…
Open exhibit ↗EX-4.2 (by filename) c115798_ex4-2.htmEX-4.2
6
c115798_ex4-2.htm
Exhibit 4.2
Certificate A-1
THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.
THE SECURITIES ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A DEPOSIT AGREEMENT, DATED AS OF MARCH 12, 2026 (THE “DEPOSIT AGREEMENT”), AMONG THE CORPORATION,
EQUINITI TRUST COMPANY, LLC, AS DEPOSITARY, AND THE HOLDERS FROM TIME TO TIME OF DEPOSITARY RECEIPTS DESCRIBED THEREIN. NO TRANSFER,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES MAY OCCUR UNLESS PERMITTED BY THE DEPOSIT AGREEMENT.
FIRST HORIZON CORPORATION
Incorporated Under the Laws of the State
of Tennessee
4,000 SHARES NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES H
This is to certify that
Equiniti Trust Company, LLC, as Depositary under the Deposit Agreement, is the registered owner of 4,000 fully paid and non-assessable
shares of the Non-Cumulative Perpetual Preferred Stock, Series H, without par value but having a liquidation preference of $100,000
per share, of First Horizon Corporation, a Tennessee corporation (the “Corporat…
Open exhibit ↗