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$FHN·8-K

FIRST HORIZON CORP · Mar 12, 4:22 PM ET

FIRST HORIZON CORP 8-K

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First Horizon Corp Sells Series H Preferred Depositary Shares

What Happened

  • First Horizon Corporation announced it completed the sale of 16,000,000 depositary shares on March 12, 2026. Each depositary share represents a 1/4,000th interest in a share of the newly created Non‑Cumulative Perpetual Preferred Stock, Series H (the “Series H Preferred Stock”).
  • The offering was conducted under an Underwriting Agreement dated March 5, 2026, with Morgan Stanley, Citigroup, J.P. Morgan, RBC Capital Markets and UBS as representatives of the underwriters. The offering was made under the company’s Form S-3 (File No. 333-287053).
  • The company filed Articles of Amendment to its charter to establish the terms of the Series H Preferred Stock and disclosed related restrictions on the company’s ability to declare or pay dividends on, or repurchase or redeem, common stock in certain circumstances.

Key Details

  • 16,000,000 depositary shares sold; each depositary share = 1/4,000th of one Series H preferred share (implying 4,000 depositary shares per one preferred share).
  • Series H Preferred Stock has a liquidation preference of $100,000 per preferred share (as stated in the filing).
  • Underwriting Agreement dated March 5, 2026; depositary agreement dated March 12, 2026 with Equiniti Trust Company, LLC as depositary.
  • Legal opinions and consents from First Horizon’s General Counsel and Sullivan & Cromwell LLP were filed as exhibits.

Why It Matters

  • The issuance establishes a new series of high‑preference preferred shares (Series H) that sit senior to common stock for dividend rights and liquidation priority, and the charter amendment includes specific restrictions that can limit common-stock dividends, repurchases or redemptions if dividends on Series H are not declared and paid (or set aside).
  • For retail investors, this is important because the new preferred issuance changes the company’s capital structure and creates contractual constraints that may affect future common‑shareholder returns (dividends and buybacks) if Series H dividend requirements are not met.