First Horizon Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2025

(Exact name of registrant as specified in its charter)

(901) 523-4444

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(Former name or former address, if changed from 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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01. Other Events.

On March 7, 2025, First Horizon Corporation (“First Horizon”) completed the issuance and sale of $500,000,000 aggregate principal amount of its 5.514% Fixed Rate / Floating Rate Senior Notes due 2031 (the “Notes”), pursuant to an Underwriting Agreement, dated March 4, 2025 (the “Underwriting Agreement”), between First Horizon, on the one hand, and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., FHN Financial Securities Corp. and Goldman Sachs & Co. LLC, as representatives of the underwriters, on the other hand. The sale of the Notes was made pursuant to First Horizon’s Registration Statement on Form S-3 (File No. 333-264514) filed with the Securities and Exchange Commission (the “Registration Statement”). The Notes were issued pursuant to an Indenture, dated December 20, 2010, as supplemented by the Supplemental Indenture No. 1, dated as of May 26, 2020 and the Supplemental Indenture No. 2, dated as of March 7, 2025 (the “Second Supplemental Indenture”), by and between First Horizon and The Bank of New York Mellon, as Trustee.

Copies of the Underwriting Agreement, the Second Supplemental Indenture and the Officers’ Certificate, dated March 7, 2025, setting forth the terms of the Notes and including the form of Note, are attached as Exhibits 1.1, 4.1 and 4.2, respectively.

The opinion and consent of Lang Wiseman, Senior Executive Vice President and General Counsel of First Horizon, as to the validity of the Notes is attached as Exhibit 5.1. The opinion and consent of Sullivan & Cromwell LLP as to the validity of the Notes is attached as Exhibit 5.2. The opinion and consent of Sullivan & Cromwell LLP as to tax matters regarding the Notes is attached as Exhibit 8.1.

This Current Report on Form 8-K is being filed, in part, for the purpose of filing the documents attached as Exhibits hereto as exhibits to the Registration Statement in connection with the issuance of the Notes and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits

In the Underwriting Agreement filed as Exhibit 1.1, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of the respective other parties in the context of a business contract. They are subject to contractual materiality standards. Exceptions to such representations and warranties may be partially or fully waived by such parties in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.

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.

Date: March 7, 2025