First Horizon Corporation Announces Material Amendments and Preferred Stock Offering

Key Highlights for Investors

• Material Modifications to Shareholder Rights: First Horizon Corporation (“the Company”) has filed Articles of Amendment to its charter, establishing the Series H Non-Cumulative Perpetual Preferred Stock. These amendments materially affect the rights of common shareholders, especially regarding dividend payments and redemption rights.
• Preferred Stock Offering: The Company is offering 16,000,000 Depositary Shares, each representing a 1/4,000th interest in a share of Series H Preferred Stock. The offering is managed by Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and UBS Securities LLC.
• Dividend Restrictions: The ability to declare or pay dividends on common stock is subject to restrictions if dividends are not declared and paid (or set aside) on Series H Preferred Stock.
• Amendment Effective: The Articles of Amendment became effective upon filing with the Tennessee Secretary of State on March 6, 2026.
• Trading & Listing: The Depositary Shares are expected to be listed on the NYSE under the symbol “FHN PR H” and the Company is committed to obtain and maintain this listing.

Details of the Offering and Material Events

Preferred Stock Terms

• Series H Preferred Stock: Non-Cumulative, Perpetual, with a liquidation preference of \$100,000 per share.
• Depositary Shares: Each Depositary Share represents a 1/4,000th interest in a Series H Preferred Stock share.
• Dividend Rate and Payment: Holders of Series H Preferred Stock are entitled to receive dividends if declared by the Board. The dividend is non-cumulative, meaning missed dividends do not accumulate.
• Restrictions on Common Stock Dividends: If Series H Preferred dividends are not paid, the Company cannot pay dividends or buy back common stock. This could directly impact common shareholders’ returns.
• Redemption Rights: The Company may redeem Series H Preferred Stock at its option, subject to terms set out in the Articles of Amendment.
• Voting Rights: Series H holders may vote under certain circumstances, particularly if the Company fails to pay dividends for six or more quarterly periods or if there are changes affecting Series H rights.

Underwriting and Pricing

• Underwriting Agreement: The Company entered an agreement with a syndicate of major investment banks for the sale and distribution of the Depositary Shares.
• Pricing: Institutional investors purchased shares at \$24.75 per Depositary Share, while other investors paid \$24.2125 per share.
• Use of Proceeds: Net proceeds from the offering will be used as specified in the Prospectus Supplement, typically for general corporate purposes, strengthening capital, or repaying debt.

Legal and Regulatory Matters

• SEC Filings: The Company filed an automatic shelf registration statement on Form S-3, which became effective immediately.
• Compliance: The offering complies with all SEC, NYSE, FINRA, and Tennessee state requirements. No additional regulatory or shareholder approvals are required beyond those already obtained.
• Independent Auditor: KPMG LLP, the Company’s auditor, is independent and complies with PCAOB standards.
• Financial Reporting: All financial statements and non-GAAP measures in the prospectus are accurate and comply with Regulation G and Item 10 of Regulation S-K.
• No Material Adverse Change: The Company represents that, since the last reporting date, there has been no material adverse change in business, properties, management, financial condition, or results of operations.
• Internal Controls: The Company maintains effective internal controls over financial reporting and disclosure.

Potential Share Price Sensitivities

• Dividend Restrictions: If the Company fails to pay dividends on the Series H Preferred Stock, common shareholders may not receive dividends or benefit from share repurchases. This is a significant restriction and could affect share value.
• Dilution and Priority: Issuance of Series H Preferred Stock gives preferred holders priority over common shareholders in dividends and liquidation, potentially diluting common shareholder value and altering risk profiles.
• Market Listing: The success of the NYSE listing of Depositary Shares could impact liquidity, trading price, and investor perception.
• No Permitted Free Writing Prospectuses: The Company confirms none have been used, ensuring regulatory clarity and reduced risk of information asymmetry.

Other Notable Information

• Underwriter Information: Shares are distributed among five major banks, each receiving 3,200,000 shares.
• Significant Subsidiary: FTRE Holding, LLC is listed as a significant subsidiary, relevant for consolidated financial reporting.
• Legal Opinions: Opinions from T. Lang Wiseman and Sullivan & Cromwell LLP have been filed, confirming legal compliance.

Implications for Shareholders

• Material changes to dividend policy and capital structure may affect common shareholders’ returns and share price.
• Preferred shareholders gain new rights and protections, potentially limiting actions available to the Company regarding common stock.
• Successful completion of the offering and listing may improve capital position, but also introduces new obligations and priorities.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult financial advisors before making investment decisions. All information is sourced from the official First Horizon Corporation filings and is believed to be accurate as of the filing date, but may be subject to change. The offering and amendments described herein may materially affect share values and investor rights. Past performance and representations are not indicative of future results.

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