First Horizon Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by First Horizon Corporation on March 6, 2026, with the earliest event reported on that date. The filing primarily addresses the establishment and sale of a new class of preferred stock, Series H, and the associated amendments to the company's charter.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, net income, operating cash flow, profit margins, or total debt levels. The only specific financial data points disclosed are:
- Transaction Volume: Sale of 16,000,000 depositary shares.
- Underlying Security: Each depositary share represents a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series H.
- Liquidation Preference: $100,000 per share of Series H Preferred Stock.
- Transaction Date: The sale was completed on March 12, 2026.
Material Changes
The filing details a material modification to the rights of security holders and the company's capital structure:
- Charter Amendment: On March 6, 2026, the company filed Articles of Amendment to its Amended and Restated Charter to establish the Series H Preferred Stock.
- Dividend Restrictions: The company's ability to declare or pay dividends on, or repurchase, its common stock is now restricted if it fails to declare and pay dividends on the Series H Preferred Stock.
- Capital Raise: The company completed an underwritten public offering of the Series H Preferred Stock via depositary shares.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, earnings outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the new dividend restriction on common stock tied to the Series H Preferred Stock obligations. The transaction was executed pursuant to an Underwriting Agreement with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and UBS Securities LLC.
Investor Verification Checklist
- Verify the total gross proceeds from the sale of the 16,000,000 depositary shares (not explicitly stated in this text).
- Confirm the dividend rate and payment frequency for the Series H Preferred Stock.
- Review the full Articles of Amendment (Exhibit 3.1) for specific redemption terms and liquidation preferences.
- Assess the impact of the new dividend restrictions on common stock flexibility.
- Check the Underwriting Agreement (Exhibit 1.1) for any lock-up periods or additional commitments.