[8-K] First Horizon Corporation Reports Material Event

Rhea-AI Filing Summary

First Horizon Corporation appointed Michael L. Moehn, age 56, to its Boards (First Horizon Corporation and First Horizon Bank) effective August 20, 2025. Mr. Moehn is Senior Executive Vice President and Chief Financial Officer of Ameren Corporation and will serve on FHN's Audit and Information Technology Committees. The filing discloses that Mr. Moehn may participate in FHN's non-employee director compensation programs and confirms the bank and its subsidiaries have ordinary-course banking relationships with executives, directors and certain large shareholders. The Board also amended the bylaws to increase its size from twelve to thirteen directors, effective immediately.

Positive

• Experienced finance executive added: Michael L. Moehn brings CFO-level expertise from Ameren, including capital allocation, financial reporting and treasury oversight.
• Committee assignments align with background: Appointment to the Audit and Information Technology Committees leverages his finance and cybersecurity oversight experience.
• Board expanded orderly: Bylaws amended to increase directors from twelve to thirteen, formalizing the board change.

Negative

• None.

Insights

Financial Analyst

TL;DR: Addition of an experienced utility CFO strengthens financial oversight; board size increased to accommodate the new director.

The appointment of Michael L. Moehn brings a senior finance executive with broad capital markets, treasury, accounting and investor relations experience to FHN's Board and specifically to the Audit and IT Committees. This is likely to enhance board-level financial and controls expertise. The bylaw amendment increasing board size from twelve to thirteen formalizes the addition. Disclosures note ordinary-course banking relationships and eligibility for standard non-employee director compensation; no special arrangements were reported.

Corporate Governance Expert

TL;DR: Governance actions are routine: independent director added and bylaws adjusted to reflect board composition.

The Board's unanimous approval to expand its size and elect Mr. Moehn is a standard governance step to onboard a new director. Appointment to Audit and IT Committees aligns with his stated experience in finance and digital/cybersecurity oversight. The filing affirms there are no arrangements or understandings related to his selection, and it references existing director compensation disclosures by incorporation. No departures, committee restructurings beyond committee assignments, or special compensation terms were disclosed.

FIRST HORIZON CORP0000036966--12-31false00000369662025-08-202025-08-200000036966fhn:A625ParValueCommonCapitalStockMember2025-08-202025-08-200000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesCMember2025-08-202025-08-200000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesEMember2025-08-202025-08-200000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesFMember2025-08-202025-08-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________  

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 21, 2025 (August 20, 2025)

Date of Report (date of earliest event reported)

(Exact name of registrant as specified in its charter)

TN			001-15185						62-0803242
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)
165 Madison Avenue			Memphis,			Tennessee			38103
(Address of Principal Executive Offices)									(Zip Code)

(Registrant's telephone number, including area code)  (901) 523-4444

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ Written communications 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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of Each Class			Trading Symbol(s)			Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock			FHN			New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in			FHN PR C			New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series C
Depositary Shares, each representing a 1/4,000th interest in			FHN PR E			New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series E
Depositary Shares, each representing a 1/4,000th interest in			FHN PR F			New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series F

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. o

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Director

On August 20, 2025, the Boards of Directors (singly or collectively, the “Board”) of First Horizon Corporation (“FHN”) and of FHN's subsidiary First Horizon Bank (the “Bank”) elected Michael L. Moehn to the Board, effective immediately.

Mr. Moehn, age 56, is Senior Executive Vice President and Chief Financial Officer of Ameren Corporation (“Ameren”), a publicly traded utility holding company headquartered in St. Louis, Missouri, and President and Chairman of Ameren’s subsidiary, Ameren Services Company. In this role, he leads strategic planning and oversees the company's supply chain, digital and cybersecurity organizations. As CFO, Mr. Moehn is responsible for all aspects of the financial affairs of the company, including investor relations, financial reporting, accounting, tax, treasury, internal audit, and capital allocation and capital market activities. He joined Ameren in June 2000 and has held a number of corporate and operational roles across Ameren, including President of Ameren Missouri. Prior to joining Ameren, he worked at PricewaterhouseCoopers, LLP.

There are no arrangements or understandings between Mr. Moehn and any other person concerning his selection to be elected to the Board.

Mr. Moehn has been appointed to the Audit and Information Technology Committees of the Board.

FHN, the Bank and the subsidiaries of each, as applicable, have entered into lending transactions and/or other banking or financial services transactions in the ordinary course of business with FHN’s executive officers, directors, nominees, their immediate family members and affiliated entities, and the persons of which FHN is aware that beneficially own more than five percent of FHN's common stock, and FHN expects to have such transactions in the future. Such transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to FHN, and did not involve more than the normal risk of collectability or present other unfavorable features.

Mr. Moehn will be eligible to participate in FHN’s active compensation plans and programs for non-employee directors. Additional information concerning FHN’s plans and programs for non-employee directors is provided in the following previously-filed material, all of which is incorporated into this item by reference: the Director Compensation section of FHN’s proxy statement for the 2025 annual meeting of shareholders appearing on pages 28-31; FHN’s Director Compensation Policy, filed as Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the period ended June 30, 2024; and a description of other compensation and benefit arrangements for non-employee directors, filed as Exhibit 10.8(b) to FHN’s Annual Report on Form 10-K for the year 2020.

ITEM 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment of Bylaws

On August 20, 2025, the Board of Directors unanimously approved amendments to Section 3.2 of the Bylaws of First Horizon Corporation, effective immediately. As amended, that Section provides that the Board of Directors consists of thirteen members (increased from twelve).

ITEM 9.01.    Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit #						Description
3.1						Bylaws of First Horizon Corporation, as amended and restated effective August 20, 2025
104						Cover Page Interactive Data File, formatted in Inline XBRL

  2 FORM 8-K CURRENT REPORT 8/21/2025

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)

August 21, 2025

By:

/s/ Shannon M. Hernandez

Shannon M. Hernandez

Senior Vice President, Assistant General Counsel and Corporate Secretary

  3 FORM 8-K CURRENT REPORT 8/21/2025

FAQ

Who was appointed to the First Horizon (FHN) Board on August 20, 2025?

The Board elected Michael L. Moehn, Senior Executive Vice President and Chief Financial Officer of Ameren Corporation.

Which Board committees will Michael Moehn join at FHN?

He was appointed to FHN's Audit and Information Technology Committees.

Did FHN change its bylaws in this filing?

Yes. The Board approved an amendment increasing the Board size from twelve to thirteen directors, effective immediately.

Are there any special arrangements or related-party agreements reported for Mr. Moehn's appointment?

The filing states there are no arrangements or understandings between Mr. Moehn and any other person concerning his selection to the Board.

Will Mr. Moehn receive director compensation from FHN?

Yes. He will be eligible to participate in FHN's non-employee director compensation plans as described in previously filed proxy and exhibit materials referenced in the filing.