Preferred stock sale: First Horizon (NYSE: FHN) completes Series H issue
Rhea-AI Filing Summary
First Horizon Corporation created a new Series H preferred stock class and completed a related capital markets transaction. The company filed Articles of Amendment in Tennessee to establish the preferences and rights of the Series H Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of
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Insights
First Horizon adds preferred equity, with new limits on common dividends.
First Horizon has established Series H Non-Cumulative Perpetual Preferred Stock with a liquidation preference of
The filing states that if dividends on the Series H preferred are not declared and paid, the company’s ability to pay dividends on or repurchase common stock will be restricted. This prioritizes the new preferred holders in the capital structure while potentially constraining future common equity returns if preferred dividends are not maintained.
The transaction was executed through an underwriting agreement with several large banks and relies on an existing Form S-3 shelf registration. Subsequent disclosures in future company filings may provide more detail on the ongoing dividend treatment and how the preferred issuance fits into broader capital planning.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 5.03. 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 8.01. 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.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit # | Description |
| 1.1 | 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, relating to the purchase of the Depositary Shares. |
| 3.1 | Articles of Amendment to the Amended and Restated Charter, of the Company, related to the Series H Preferred Stock. |
| 4.1 | 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. |
| 4.2 | Form of certificate representing the Series H Preferred Stock. |
| 4.3 | Form of depositary receipt representing the Depositary Shares (included in Exhibit 4.1). |
| 5.1 | Opinion of T. Lang Wiseman. |
| 5.2 | Opinion of Sullivan & Cromwell LLP. |
| 23.1 | Consent of T. Lang Wiseman (included in Exhibit 5.1). |
| 23.2 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.2). |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| First Horizon Corporation | ||
| (Registrant) | ||
| By: | /s/ Hope Dmuchowski | |
| Name: | Hope Dmuchowski | |
| Title: | Senior Executive Vice President and Chief Financial Officer | |
Date: March 12, 2026
FAQ
What did First Horizon (FHN) disclose about its Series H Preferred Stock?
First Horizon disclosed it created Non-Cumulative Perpetual Preferred Stock, Series H, with a liquidation preference of
How many Series H depositary shares did First Horizon (FHN) sell?
First Horizon completed the sale of 16,000,000 depositary shares, each representing a 1/4,000th interest in a share of Series H Preferred Stock. The sale was executed under an underwriting agreement dated
How does the new Series H Preferred Stock affect FHN common stock dividends?
The filing states that if First Horizon does not declare and pay, or set aside, dividends on the Series H Preferred Stock, its ability to declare or pay dividends on, or purchase or redeem, its common stock will be restricted. This gives payment priority to the new preferred shares over common dividends.
Which documents related to First Horizon’s Series H Preferred Stock were filed as exhibits?
Exhibits include the underwriting agreement, Articles of Amendment, deposit agreement, forms of preferred share certificate and depositary receipt, and legal opinions from T. Lang Wiseman and Sullivan & Cromwell LLP. These documents collectively define the terms and mechanics of the Series H Preferred Stock and depositary shares.
Under what registration statement were FHN’s Series H depositary shares offered?
The 16,000,000 depositary shares representing interests in Series H Preferred Stock were offered and sold under First Horizon’s existing Registration Statement on Form S-3, File No. 333-287053, filed with the Securities and Exchange Commission as a shelf registration.
Who were the underwriters for First Horizon’s Series H depositary share offering?
The underwriting agreement names 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. They acted on the other hand to the company in purchasing the depositary shares.
Filing Exhibits & Attachments
10 documentsOther Documents
- EX-1.1 c115798_ex1-1.htm 171.7 KB
- EX-3.1 c115798_ex3-1.htm 77.0 KB
- EX-4.1 c115798_ex4-1.htm 174.0 KB
- EX-4.2 c115798_ex4-2.htm 16.6 KB
- EX-5.1 c115798_ex5-1.htm 6.4 KB
- EX-5.2 c115798_ex5-2.htm 8.0 KB
- EX-101 fhn-20260306_def.xml 14.1 KB
- EX-101 fhn-20260306_lab.xml 27.5 KB
- EX-101 fhn-20260306_pre.xml 14.2 KB
- EX-101 fhn-20260306.xsd 4.5 KB
