第一地平线银行美股招股说明书(2026-03-09版)

First Horizon Corporation 16,000,000 Depositary SharesEach Representing 1/4,000th Interest in a Share ofNon-Cumulative Perpetual Preferred Stock, Series H Each of the16,000,000 depositary shares offered hereby represents a 1/4,000th ownership interest in a share of Non-CumulativePerpetual Preferred Stock, Series H (the “Series H Preferred Stock”), $100,000 liquidation preference per share (equivalent to $25 perdepositary share), of First Horizon Corporation, deposited with Equiniti Trust Company, LLC, as depositary. The depositary shares areevidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights and preferences of theSeries H Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through thedepositary. Holders of Series H Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board ofdirectors and to the extent that we have legally available funds to pay dividends. Any such dividends will be payable from the date oforiginal issue, in arrears on each January 10, April 10, July 10 and October 10, commencing July 10, 2026, at a rateper annumequalto 6.750%. Payment of dividends on the Series H Preferred Stock is subject to certain legal, regulatory and other restrictions asdescribed elsewhere in this prospectus supplement. Dividends on the Series H Preferred Stock will not be cumulative. This means that if we do not declare a dividend on the Series HPreferred Stock for any dividend payment date, then that dividend will not accrue or be payable. In other words, if we have notdeclared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for thatdividend period, whether or not dividends on the Series H Preferred Stock are declared for any future dividend period. We may, at our option, redeem the Series H Preferred Stock (i) in whole or in part, from time to time, on any dividend paymentdate on or after April 10, 2031 or (ii) in whole, but not in part, at any time within 90 days of a Regulatory Capital Event, as describedherein, in each case at a redemption price equal to $100,000 per share (equivalent to $25 per depositary share), plus any declared andunpaid dividends. The Series H Preferred Stock will not have voting rights, except as set forth under “Description of the Series H Preferred Stock—Voting Rights” beginning on page S-19. Application will be made to list the depositary shares on the New York Stock Exchange under the symbol “FHN PrH”. If theapplication is approved, trading of the depositary shares on the New York Stock Exchange is expected to commence within a 30-dayperiod after the initial delivery of the depositary shares. Neither the Series H Preferred Stock nor the depositary shares are savings accounts, deposits or other obligations of any of ourbank or non-bank subsidiaries, and will not be insured by the Federal Deposit Insurance Corporation or any other governmentalagency or instrumentality. Investing in the depositary shares involves a high degree of risk. Before buying any shares, you should read the discussionof risks of investing in our depositary shares in “Risk Factors” beginning on page S-5 of this prospectus supplement. None of the Securities and Exchange Commission, any state securities commission, the Federal Deposit InsuranceCorporation, the Board of Governors of the Federal Reserve System or any other regulatory body has approved ordisapproved these securities or determined that this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. (1)Reflects 11,058,700 depositary shares sold to institutional investors, for which the underwriters received an underwritingdiscount of $0.2500 per depositary share, and 4,941,300 depositary shares sold to retail investors, for which theunderwriters received an underwriting discount of $0.7875 per depositary share. The underwriters are offering the depositary shares as set forth under “Underwriting.” The underwriters expect to deliver thedepositary shares in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,including Clearstream Banking,société anonyme, and Euroclear Bank S.A./N.V., against payment on or about March 12, 2026. Joint Book-Running Managers UBS Investment Bank TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementCautionary Note Regarding Forward-Looking StatementsIncorporation of Certain Information by ReferenceSummaryRisk FactorsUse of ProceedsCapitalizationRegulatory ConsiderationsDescription of the Series H Preferred StockDescription of Depositary SharesBook-Entry, Delivery and Form of Depositary SharesMaterial United States Federal Income Tax ConsequencesCertain ERISA ConsiderationsUnderwritingSelling RestrictionsValidity of SecuritiesExperts P