DEF 14A of First Horizon Corp, Mar 16, 2026

DEF 14A of First Horizon Corp

Filed Mar 16, 2026 · FY20250000036966-26-000063

Open on EDGAR

  1. Board Composition and Governance

    Board Composition and Governance

  2. Board Composition and Governance

    | PRACTICE | FIRST HORIZON | PROXY PAGE NUMBER | | Number of director nominees | 12 | 33 | | Independence % of director nominees | 92% (11 of 12) | 13 | | Independence on Audit, Compensation, and Nominating and Corporate Governance Committees | 100% | 18 | | Is there majority voting for directors (in uncontested elections)? | Yes | 7 | | Must director tender resignation if fails to receive majority vote? | Yes | 33 | | Average director nominee age | 61 years | 37-44 | | Average director nominee tenure | 8.7 years | 37-44 | | Board refreshment | 5 new directors in the past 5 years; 7 new directors in the past 6 years | 37-44 | | Does the company disclose a director skills matrix? | Yes | 36 | | Are CEO and Chairman of the Board separate? | No | 15-18 | | Is the Chairman of the Board independent? | No | 13 | | Is there an independent Lead Director? | Yes | 15 | | Director terms | All directors are elected for a term of one year | 33 | | Does the company disclose stock ownership guidelines for directors? | Yes | 60 | | Mandatory retirement age | 72, for non-employee directors | 33-36 | | Retirement age waivers | Board may waive each year for up to 3 additional terms | 33-36 | | Resignation tender if director has major job change (other than promotion)? | Yes | 33-36 | | Director nominees on more than two other public company boards | None | 37-44 | | Annual Board & committee self-evaluations? | Yes | 35 | | Annual individual director evaluations? | Yes | 35 | | Third party engaged to conduct Board and director evaluations? | Yes; every 3 years or as determined by the Nominating and Corporate Governance Committee | 35 | | Incumbent director attendance at Board & committee meetings | Average attendance > 96% | 27 | | Total Board meetings held in 2025 | 4 | 27 | | Total Board committee meetings held in 2025 | 40 | 27 | | Do directors meet in executive session without management? | Yes, generally at each regular Board meeting | 27 |

  3. Board Composition and Governance

    | | 4 | 2026 PROXY STATEMENT |

  4. Committees of the Board

    Committees of the Board

  5. Committees of the Board

    | AUDIT | COMPENSATION | EXECUTIVE | INFORMATION TECHNOLOGY | NOMINATING AND CORPORATE GOVERNANCE | RISK | | Ms. Carboni | Mr. Brown | Mr. Brown | Ms. Carboni | Mr. Compton (C) | Mr. Brown | | Ms. Davidson | Ms. Davidson | Mr. Compton | Mr. Kemp | Mr. Dietrich | Mr. Compton | | Mr. Dietrich | Mr. Dietrich | Mr. Jordan | Mr. Moehn | Mr. Kemp | Mr. Jordan | | Mr. Kemp | Mr. Maples (C) | Mr. Maples | Ms. Stewart (C) | Mr. Mody | Mr. Maples | | Mr. Moehn | Mr. Mody | Ms. Palmer | | Mr. Taylor | Ms. Palmer | | Ms. Palmer (C) | Ms. Palmer | Mr. Reed (C) | | | Mr. Reed (C) | | | Mr. Reed | Ms. Stewart | | | Ms. Stewart | | | | Mr. Taylor | | | Mr. Taylor |

  6. Committees of the Board

    (C) = Committee chair. Mr. Brown joined our Board on January 27, 2025 and became a member of the Compensation, Executive, and Risk Committees as of that date. Mr. Dietrich became a member of the Audit Committee on April 28, 2025. Mr. Mody joined our Board on October 27, 2025 and as of that date became a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Moehn joined our Board on August 20, 2025 and became a member of the Audit and Information Technology Committees on that date. Messrs. Reed and Taylor will not be standing for re-election at the 2026 annual meeting. Mr. Barton served as a member of the Audit, Executive, and Risk Committees until his retirement on April 29, 2025. Ms. Sugrañes served as a member of the Audit and Information Technology Committees until her retirement on April 29, 2025.

  7. Committees of the Board

    | | 18 | 2026 PROXY STATEMENT |

  8. Processes & Procedures Regarding Executive & Director Compensation

    Processes & Procedures Regarding Executive & Director Compensation The Committee’s Authority The charter of the Compensation Committee provides that the Committee has the authority to review and approve corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, to set the CEO’s compensation level based on this evaluation, and to fix the compensation, including bonus and other compensation and any severance or similar termination payments, of executive officers and members of the CEO’s executive management committee, or EMC. The Committee also has the authority (which is non-exclusive with respect to plans not applicable to executive officers, other EMC members, and other officers), pursuant to its charter, to adopt and amend other employee benefit and compensation plans, except for certain specified plans where the Committee’s authority is limited to making recommendations to the Board, as well as the authority to make recommendations to the Board concerning director compensation. The charter also provides that the Committee will oversee the company’s compliance with all applicable laws, regulations and listing standards relating to (1) appropriate management of the risks associated with incentive compensation programs or arrangements, (2) the compensation of the company’s executive officers and (3) any reporting associated with either of the above or with the compensation of any other associates or directors. The Committee may not delegate any of the substantive authority described in this paragraph related to executive and director compensation to any other persons. In 2025, the Committee met five times for the principal purpose of executing its responsibilities under its charter; one of the meetings included an executive session during which management was not present. Director Compensation The Committee periodically conducts a review of our director compensation program. The last comprehensive review took place in April 2024. During each comprehensive review, the design and amount of director compensation is considered by management, and any changes are recommended to the Committee, either as a short list of alternatives or as single-item recommendations. In general, management uses a consultant in formulating many of its recommendations, both for advice in designing director compensation and as a source of peer-company data. (Additional information on the use of consultants in compensation matters is

  9. Processes & Procedures Regarding Executive & Director Compensation

    | | 22 | 2026 PROXY STATEMENT |

  10. Processes & Procedures Regarding Executive & Director Compensation

    provided below.) Management also prepares various presentations, analyses, and other tools for the Committee to use in considering director compensation decisions. A complete description of our current director compensation program can be found under the heading Director Compensation beginning on page 28 of this proxy statement. Executive Compensation The Committee determines the CEO’s salary and bonus in executive session independent of management, generally on an annual basis. That determination is based on a review of the CEO’s personal plan results for the prior year, along with peer CEO salary data provided by management’s compensation consultant as well as input from the Committee’s independent compensation consultant. The CEO participates in establishing his personal plan, but otherwise is not involved in the determination of his own salary. Our CEO recommends to the Committee salary levels for the executive officers other than himself as well as for members of the CEO’s executive management committee. Other compensation matters (bonus, equity awards, etc.) involving these officers are reviewed by management, including the CEO, which then makes recommendations to the Committee, either as a short list of alternatives or as single-item recommendations. Management uses consultants in formulating certain of its recommendations, both for advice and as a source of peer-company data. Management also prepares various presentations, analyses, forecasts, and other tools for the Committee to use in considering compensation decisions during the year. The Committee’s independent consultant reviews all major proposals and makes recommendations to the Committee. The Chief Risk Officer's compensation is also reviewed and approved by the Risk Committee, and the Chief Audit Executive's compensation is also reviewed and approved by the Audit Committee. Benefit Programs and Plans Management monitors and considers benefit programs used by other companies, or needed within our company, to attract and retain key associates. Recommendations are presented by management to the Committee for review and discussion. The CEO ultimately oversees these management processes. New benefit plans, or significant amendments to existing plans, typically are considered by the full Board based on recommendations from the Committee. Enrollment and other administrative actions associated with the benefit plans are handled mainly through third party vendors in accordance with the terms in the Board-approved plans. If executive-level exceptions are required for administration of the plans, such as approval of an early retirement, management generally reviews the facts of the situation and provides a recommendation to the Committee for approval. Use of Consultants Management uses national compensation consulting firms to provide advice with respect to executive and director compensation matters. Management also uses a number of other specialist firms to provide data relevant to specific needs such as funding for nonqualified deferred compensation and any special compensation arrangements that are unique to specific business units. The consultants provide competitive data/trends, keep management informed of best practices and work with management to develop programs that permit the company to attract and retain the talent needed. In addition, management engages nationally-recognized law firms as appropriate to provide advice on compliance with new laws, administration of stock plans, and compensation-related agreements and arrangements. In 2025, the Compensation Committee continued its engagement of Meridian Compensation Partners, LLC (“Meridian”) to provide it with independent analysis and advice on executive compensation-related matters. Among other things, Meridian assists the Committee in its reviews of compensation program actions recommended by management, reviewing the chosen peer group and survey data for competitive comparisons and advising the Committee on best practices and ideas for board governance of executive compensation. The Committee specifically directed Meridian to undertake no work on behalf of management, and the firm has no other relationships with the company or management. The NYSE listing standards require that all compensation consultants, legal counsel or other advisers to the Committee (which we collectively refer to as “advisers”) undergo an assessment of independence from management. The Committee must consider all factors relevant to each adviser’s independence from management, including the following: •the provision of other services to the company by the person that employs the adviser; •the amount of fees received from the company by the person that employs the adviser, as a percentage of the total revenue of the person that employs the adviser; •the policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest; •any business or personal relationship of the adviser with a member of the Committee; •any stock of the company owned by the adviser; and •any business or personal relationship of the adviser or the person employing the adviser with an executive officer of the company.

  11. Processes & Procedures Regarding Executive & Director Compensation

    | | 23 | 2026 PROXY STATEMENT |

  12. Processes & Procedures Regarding Executive & Director Compensation

    The Committee has assessed the independence of Meridian and all other advisers to the Committee as required by the NYSE listing standards, considering the factors described above, and has determined that Meridian (and the individual advisers that Meridian employs with respect to the engagement by the company) is independent of management. The Committee has also considered the factors listed above for determining whether the work performed by Meridian has raised any conflict of interest and has concluded that no such conflict of interest exists.

  13. Director Compensation

    Director Compensation

  14. Annual Director Compensation Rates

    Annual Director Compensation Rates

  15. Annual Director Compensation Rates

    | Item | Ann. Amt. | | Base Retainer – cash portion: | $90,000 | | Base Retainer – RSU portion: | $140,000 | | Additional Retainers (all cash): | | | Lead director | $50,000 | | Outside Chairman of the Board | $125,000 | | Chair – Audit | $40,000 | | Chair – other committee | $35,000 | | Non-Chair Service – Audit, Exec., Risk | $15,000 | | Non-Chair Service – Comp., NCG, IT | $10,000 |

  16. Annual Director Compensation Rates

    Directors receive only one additional retainer if they serve on both the Executive Committee and the Risk Committee. Director pay levels generally are considered for adjustment every two years. Director pay levels were last adjusted starting in April 2024 for the 2024-2025 pay cycle, benchmarked to peer market practices. Non-employee directors may serve as members of our Bank’s regional boards and may be paid, as additional Board compensation, cash attendance fees up to $500 per regional board meeting. In addition, directors may receive the following benefits: a personal account executive, a no fee personal checking account for the director and his or her spouse, a debit card, a no-fee VISA card, no fee for a safe deposit box, no fee for traveler’s checks and cashier’s checks, use of tickets for marketing and other business events up to $5,000 in value annually, and, subject to certain restrictions and limitations, the repurchase of shares of our common stock under a Board-approved repurchase program with no fees or commissions. Directors may participate in a charitable gift matching program up to $25,000 per year. Several directors have nonqualified deferred compensation accounts that earn interest or returns indexed to the performance of certain mutual funds selected by the director. From 1985 to 1995, directors could defer fees and receive an accrual of interest at rates ranging from 17-22 percent annually. Although new deferrals under that old plan have not been permitted since 1995, interest continues to accrue on outstanding accounts. The rate is re-set annually. For many years, the rate has been set at seven percentage points above a benchmark rate. For the 2025

  17. Annual Director Compensation Rates

    | | 28 | 2026 PROXY STATEMENT |

  18. Annual Director Compensation Rates

    plan year, the interest rate was 12.25% for Ms. Palmer, who is the only active participant. For 2026, the rate increased to 12.80%, corresponding to an increase in the benchmark rate. The plan continues to promote retention since the above-market rates of return can be largely forfeited in a case of early departure from Board service.

  19. Director Compensation Table

    Director Compensation Table Table DC.3 shows compensation earned last year by non-employee directors, whether or not deferred. Directors who were on our board at any time during 2025 are shown, whether or not they are nominated for election at the 2026 annual meeting.

  20. Director Compensation 2025

    Director Compensation 2025

  21. Director Compensation 2025

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Mr. Barton1 | 30,000 | — | — | — | — | 24,000 | 54,000 | | Mr. Brown2 | 24,438 | 298,666 | — | — | — | 25,000 | 348,104 | | Ms. Carboni | — | 263,762 | — | — | — | — | 263,762 | | Mr. Compton | — | 289,625 | — | — | — | — | 289,625 | | Ms. Davidson | — | 263,762 | — | — | — | 25,000 | 288,762 | | Mr. Dietrich | 121,250 | 144,813 | — | — | — | — | 266,063 | | Mr. Kemp | 93,749 | 177,142 | — | — | — | — | 270,891 | | Mr. Maples | — | 289,625 | — | — | — | — | 289,625 | | Mr. Mody2 | 27,500 | 72,106 | — | — | — | 5,000 | 104,606 | | Mr. Moehn2 | 57,500 | 108,071 | — | — | — | 25,000 | 190,571 | | Ms. Palmer | 155,000 | 144,813 | — | — | 22,392 | 25,000 | 347,205 | | Mr. Reed | 138,750 | 192,656 | — | — | — | 25,000 | 356,406 | | Ms. Stewart | 140,000 | 144,813 | — | — | — | 4,440 | 289,253 | | Ms. Sugrañes1 | 28,750 | — | — | — | — | — | 28,750 | | Mr. Taylor | 115,000 | 144,813 | — | — | — | 25,000 | 284,813 |

  22. Director Compensation 2025

    1 Retired at the 2025 Annual Meeting of Shareholders. Did not receive stock awards for 2025-26. 2 Messrs. Brown, Moehn, and Mody were first elected in January 2025, August 2025, and October 2025, respectively. Explanations of certain columns follow: Col (c) Stock Awards. Includes RSUs granted to non-employee directors during calendar 2025. Amounts shown are the aggregate grant date fair values of awards using the accounting method applicable to our financial statements. For additional information about valuation, see the note for columns (e)-(f) to the Summary Compensation Table; discussion of that table begins on page 62. Additional information about outstanding awards appears under the caption Outstanding Director Equity Awards at Year-End below. All stock awards listed in column (c) of Table DC.3 were granted on May 6, 2025, and will vest on April 22, 2026, except for RSUs awarded to the following directors when they first joined the board in 2025: Mr. Brown ($58,687, granted on January 31, 2025); Mr. Moehn ($108,071, granted on August 22, 2025); and Mr. Mody ($72,106, granted on November 3, 2025). The RSUs granted to Messrs. Brown, Moehn, and Mody upon their respective elections to the board in 2025 will vest one year after the grant date. As of December 31, 2025, the non-employee directors listed in Table DC.3 held the following numbers of stock awards that had not vested: Mr. Brown (15,597); Ms. Carboni (14,196); Mr. Compton (15,588); Ms. Davidson (14,196); Mr. Dietrich (7,794); Mr. Kemp (9,534); Mr. Maples (15,588); Mr. Mody (3,360); Mr. Moehn (4,801); Ms. Palmer (7,794); Mr. Reed (10,369); Ms. Stewart (7,794); and Mr. Taylor (7,794). All awards are RSUs that

  23. Director Compensation 2025

    | | 29 | 2026 PROXY STATEMENT |

  24. Director Compensation 2025

    will vest on April 22, 2026, except for the RSUs granted to Messrs. Brown, Moehn, and Mody upon their election to the board in 2025, which will vest one year after grant. Mr. Barton and Ms. Sugrañes held no RSU or other awards at year-end. Col (e) Incentive Plan Compensation. Non-employee directors do not receive cash incentives. Col (f) Deferred Compensation. Amount consists of above-market interest accrued during the year under a plan discontinued in 1995. Col (g) All Other Compensation. For non-employee directors, amounts in this column consist of matching donations to eligible charitable organizations by First Horizon Foundation and cash attendance fees from regional board meetings, if any.

  25. Director Compensation 2025

    | | 30 | 2026 PROXY STATEMENT |

  26. Vote Item 1—Election of Directors

    Vote Item 1—Election of Directors

  27. Our Director Nominees at a Glance*

    Our Director Nominees at a Glance*

  28. Our Director Nominees at a Glance*

    | 9 have experience as a CEO/President | 10 have finance or accounting experience | 5 have experience in the banking/financial services industry | 12 have served as a director or executive officer of another public company | 8 have experience in information technology/cybersecurity matters | 8 have experience in digital innovation/fintech | | 12 have experience in human capital management | 12 have strategic planning/leadership experience | 11 have marketing or retail distribution experience | 9 have experience in legal/regulatory/ethics/compliance matters | 12 have experience in risk management | 7 have experience in environmental matters |

  29. Our Director Nominees at a Glance*

    *Please see the matrix below for additional information on the scope of each category.

  30. Our Director Nominees at a Glance*

    | | 35 | 2026 PROXY STATEMENT |

  31. Nominee Skills and Characteristics Matrix

    Nominee Skills and Characteristics Matrix

  32. Nominee Skills and Characteristics Matrix

    | | Brown | Carboni | Compton | Davidson | Dietrich | Jordan | Kemp | Maples | Mody | Moehn | Palmer | Stewart | | CEO/President. Experience as CEO, President or similar position at a firm or major operating division. | x | | x | x | x | x | x | | x | x | | x | | Finance/accounting. Audit company financial expert, CFO, or experience (including oversight experience) in accounting or financial planning and analysis. | x | x | x | x | x | x | | x | x | x | x | | | Banking/financial services industry. Executive experience in banking, investment banking, broker-dealer or insurance. | x | | | | | x | | x | | | x | x | | Strategic planning/leadership. Experience defining the strategic direction of a business or organization; service in a significant leadership position. | x | x | x | x | x | x | x | x | x | x | x | x | | Public company. Experience as a public company director or executive officer. | x | x | x | x | x | x | x | x | x | x | x | x | | Information technology/cybersecurity. Experience implementing information technology and cybersecurity systems or managing a business in which such systems play a significant role. | x | x | | x | x | x | x | | | x | | x | | Digital Innovation/Fintech. Experience in the use of technology to facilitate business operations and customer service. | x | x | x | x | | x | | x | | x | | x | | Environmental Matters. Experience understanding, evaluating and managing environmental risks and opportunities. | x | | x | x | x | | x | | x | x | | | | Human Capital Management. Experience in workforce management, compensation, access and opportunity efforts, culture, succession planning and talent management. | x | x | x | x | x | x | x | x | x | x | x | x | | Risk Management. Experience with understanding and managing risk in a large organization. | x | x | x | x | x | x | x | x | x | x | x | x | | Legal/regulatory/ethics/compliance matters. Experience (including oversight experience) managing legal, regulatory, ethical and compliance risks and obligations. | x | x | x | | x | x | | | x | x | x | x | | Marketing/retail distribution. Experience in building and maintaining customer relationships. | x | x | x | x | x | x | x | x | x | x | | x |

  33. Nominee Skills and Characteristics Matrix

    | | 36 | 2026 PROXY STATEMENT |

  34. Nominees for Election

    Nominees for Election

  35. Nominees for Election

    | Jeffrey J. Brown | Jeffrey J. Brown is the President of Hendrick Automotive Group, LLC, a privately held automotive group headquartered in Charlotte, North Carolina. Prior to January 2024, Mr. Brown served as the Chief Executive Officer and a member of the board of directors of Ally Financial, Inc., an online financial services company, for nine years. Before he became Ally Financial's CEO, he had held various leadership positions with the company, including President and Chief Executive Officer of Dealer Financial Services, Executive Vice President of Finance and Corporate Planning, and Corporate Treasurer. He also served as Corporate Treasurer of Bank of America prior to joining Ally Financial. Skills and Expertise: •Public company leadership and senior-level policy making experience in banking and financial services •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance, marketing and similar matters associated with leadership positions at public companies •Knowledge of public company board matters due to public company board service •North Carolina resident with knowledge of the North Carolina market Prior Public Company Board Service: Ally Financial, Inc. (2015-2024) Non-Profit Board Service: Serves on the board of a non-profit organization | | President, Hendrick Automotive Group, LLC | | | Independent director since 2025 | | | Age 53 | | | Committees: •Compensation •Executive •Risk | |

  36. Nominees for Election

    | Velia Carboni | Velia Carboni is the Chief Information Officer of SharkNinja, Inc., a global product design and technology company, where she is responsible for global end-to-end technology in support of direct-to-consumer business, data and enterprise applications and plays a key role in leveraging AI to optimize business processes and in supporting initiatives relating to the Internet of Things. Prior to April 2024, she had served since 2018 as the Executive Vice President and Chief Digital and Technology Officer of VF Corporation (“VF”), a provider of branded lifestyle apparel, footwear, and accessories, where she was responsible for the integration of digital capabilities across all aspects of the company’s business, led the company’s digital strategies and oversaw the analytics function. Prior to joining VF, Ms. Carboni spent more than 20 years at Fidelity Investments, where she held a series of leadership roles, most recently serving as senior vice president, mobile and emerging platforms for the company’s personal investing/retail division. Ms. Carboni is also a member of the Forbes Technology Council. Skills and Expertise: •Leadership experience in digital innovation and strategies, customer experience and data analytics, including use of artificial intelligence •Public company senior-level policy making experience •Experience in information technology/cybersecurity, risk management and compliance, finance and accounting, human capital management, and similar matters associated with running a significant division of a public company Non-Profit Board Service: Serves on the board of a non-profit organization | | Chief Information Officer, SharkNinja, Inc. | | | Independent director since 2023 | | | Age 56 | | | Committees: •Audit •Information Technology | |

  37. Nominees for Election

    | | 37 | 2026 PROXY STATEMENT |

  38. Nominees for Election

    | John C. Compton | John C. Compton is a Partner at Clayton, Dubilier & Rice, a New York-based private equity firm. Prior to 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo. Skills and Expertise: •Leadership experience at a public company •Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters •Extensive experience in sales, marketing, operations, digital innovation, environmental matters and general management •Knowledge of public company governance matters due to public company board service •East Tennessee resident with knowledge of the east Tennessee market Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008- 2010) Non-Profit Board Service: Serves on the board of a non-profit organization | | Partner at Clayton, Dubilier & Rice | | | Independent director since 2011 | | | Age 64 | | | Committees: •Executive •Nominating and Corporate Governance (chair) •Risk | |

  39. Nominees for Election

    | Wendy P. Davidson | Wendy P. Davidson served as the President and Chief Executive Officer and a director of The Hain Celestial Group, Inc. (“Hain Celestial”), an organic and natural products company, from January 2023 until May 2025. Prior to assuming her position with Hain Celestial, she served as the President–Americas for the Performance Nutrition segment of Ireland-based Glanbia plc, a global nutrition company, from November 2020 until December 2022. Ms. Davidson served as President, Away from Home of Kellogg Company from 2013 until 2020. From 2010 to 2013, she served in various senior roles at McCormick & Company, Inc., including as Vice President, Custom Flavor Solutions, U.S. & Latin America, and from 1993 to 2009 she held a variety of executive positions at Tyson Foods, Inc., including Senior Vice President and General Manager – Global Customer and Group Vice President – Foodservice Group, culminating in her service as Senior Vice President and General Manager – Prepared Foods. Skills and Expertise: •Public company leadership and senior-level policy making experience •Extensive general management experience, including marketing, sales, operations, supply chain, strategic planning, new market development, disruptive business model innovation, crisis management, digital commerce, oversight of implementation of artificial intelligence tools in business processes, brand building and commercial execution •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, environmental matters, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company board matters due to public company board service Prior Public Company Board Service: The Hain Celestial Group, Inc. (2023-2025) Non-Profit Board Service: Serves on the board of a non-profit organization | | Former President and Chief Executive Officer, The Hain Celestial Group, Inc. | | | Independent director since 2019 | | | Age 56 | | | Committees: •Audit •Compensation | | | Audit Committee Financial Expert | |

  40. Nominees for Election

    | | 38 | 2026 PROXY STATEMENT |

  41. Nominees for Election

    | John W. Dietrich | John W. Dietrich is Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx”), a provider of transportation, e-commerce and business services. Mr. Dietrich is responsible for all aspects of FedEx’s global financial functions, including financial planning, treasury, tax, accounting and controls, internal audit, investor relations, and corporate development. He is also a member of the six-person Executive Committee, which plans and executes the corporation’s strategic business activities. Prior to joining FedEx, Mr. Dietrich served as President and Chief Executive Officer and a member of the board of directors of Atlas Air Worldwide Holdings, Inc. (“Atlas”), an aviation company, from 2019 until it was acquired by an investor group in 2023. He joined Atlas in 1999 as Associate General Counsel, was promoted to Senior Vice President, General Counsel and Corporate Secretary in 2004, and served as Chief Operating Officer from 2006 until 2019. Prior to joining Atlas, he worked at United Airlines for 13 years. Skills and Expertise: •Executive experience at a public company •Extensive experience in finance and accounting •Experience in other matters affecting public companies, including human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters •Knowledge of public company board matters due to public company board service Current Public Company Board Service: AAR Corporation (2023-present) Prior Public Company Board Service: Atlas Air Worldwide Holdings, Inc. (2019-2023) Non-Profit Board Service: Serves on the board of a non-profit organization | | Executive Vice President and Chief Financial Officer, FedEx Corporation | | | Independent director since 2024 | | | Age 61 | | | Committees: •Audit •Compensation •Nominating and Corporate Governance | | | Audit Committee Financial Expert | |

  42. Nominees for Election

    | D. Bryan Jordan | D. Bryan Jordan has served as President and Chief Executive Officer and a director of First Horizon and the Bank since 2008. In 2012, he was elected Chairman of the Board of First Horizon and the Bank as well, and he has served in that position since that time (except for a two-year period from July 1, 2020, to July 1, 2022, pursuant to the provisions of the merger agreement with IBKC). Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation. Skills and Expertise: •Extensive experience in the banking and financial services industry, including digital innovation/fintech •Public company leadership and senior-level policy making experience •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company audit and governance matters due to public company board service Prior Public Company Board Service: AutoZone, Inc. (2013-2024) Non-Profit Board Service: Serves on the boards of several non-profit organizations | | Chairman of the Board, President and Chief Executive Officer of First Horizon Corporation and First Horizon Bank | | | Director since 2008 | | | Age 64 | | | Committees: •Executive •Risk | |

  43. Nominees for Election

    | | 39 | 2026 PROXY STATEMENT |

  44. Nominees for Election

    | J. Michael Kemp, Sr. | J. Michael Kemp, Sr. is the Founder and CEO of Kemp Management Solutions (“KMS”), a program management and consulting firm based in Birmingham, Alabama. With 30 years in the construction industry, he has managed or built more than $6.8 billion in construction projects. Mr. Kemp founded KMS in January 2011 to provide program management services and consulting on environmental and sustainability matters in the U.S. and Europe to the healthcare, financial, retail, municipal, infrastructure and higher education sectors. Mr. Kemp became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2019. Skills and Expertise: •Extensive general management experience, including finance, operations, human capital management, information technology/cybersecurity and risk management •Expertise in environmental matters gained from management of large environmental-related projects and consulting on environmental/sustainability matters •Knowledge of public company governance matters due to public company board service •Birmingham resident with knowledge of the Birmingham market Prior Public Company Board Service: IBERIABANK Corporation (2019-2020) Non-Profit Board Service: Serves on the boards of several non-profit organizations | | Founder and CEO, Kemp Management Solutions | | | Independent director since 2020 | | | Age 55 | | | Committees: •Audit •Information Technology •Nominating and Corporate Governance | |

  45. Nominees for Election

    | Rick E. Maples | Rick E. Maples retired after 31 years at Stifel, Nicolaus and Company Incorporated (“Stifel Nicolaus”), in 2015 and served as a Senior Advisor to Stifel Financial Corp. (“Stifel Financial”) from 2016 until 2018. Headquartered in St. Louis, Missouri, Stifel Financial is a diversified financial services holding company which conducts business through several subsidiaries. Its primary broker dealer subsidiary is Stifel Nicolaus, which is a full service brokerage and investment banking firm. Mr. Maples joined Stifel Nicolaus in 1984, and in 1991, he became Head of Investment Banking. With Stifel Financial’s acquisition of Legg Mason Capital Markets in 2005, Mr. Maples became Co-Head of Investment Banking for the combined investment bank. In addition, when in 2013 Stifel Financial acquired Keefe, Bruyette & Woods, Inc. (“KBW”), an investment banking firm specializing in investment banking services for the financial services industry, Mr. Maples was named Executive Vice President and Co-Head of Global Investment Banking of KBW. Mr. Maples became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2016. Skills and Expertise: •Understanding of corporate finance, business value, business risk, digital innovation/fintech and strategic decision-making with a focus on the financial services industry •Experience analyzing various matters, including finance and accounting, securities markets, corporate governance, mergers and acquisitions, and risk assessment, that affect public companies •Knowledge of public company audit, executive compensation, human capital management and governance matters due to public company board service Prior Public Company Board Service: IBERIABANK Corporation (2016-2020) | | Retired Co-Head of Investment Banking, Stifel, Nicolaus and Company Incorporated | | | Independent director since 2020 | | | Age 67 | | | Committees: •Compensation (chair) •Executive •Risk | |

  46. Nominees for Election

    | | 40 | 2026 PROXY STATEMENT |

  47. Nominees for Election

    | Sital K. Mody | Sital K. Mody has served as President of the Natural Gas Pipelines Group and a Vice President of Kinder Morgan, Inc. (“KMI”), a publicly traded energy infrastructure company headquartered in Houston, Texas, since 2023. In this role, he is responsible for all commercial and operational activities of KMI’s Natural Gas Pipelines Group. Prior to his current role, Mr. Mody served in various positions of increasing responsibility at KMI, including as President of the Midstream Group from 2018 to 2023. From 1992 to 2001, Mr. Mody worked at Deloitte, Tenneco Inc., and The Coca Cola Company. Skills and Expertise: •Executive experience at a public company •Extensive experience in operations, strategic planning/leadership, finance and accounting, human capital management, and environmental matters •Experience in other matters affecting public companies, including corporate governance, risk management and compliance, marketing and retail distribution, civic affairs, government relations, securities markets and compliance, and similar matters Non-Profit Board Service: Serves on the board of a non-profit organization | | President, Natural Gas Pipelines Group, Kinder Morgan, Inc. | | | Independent director since 2025 | | | Age 55 | | | Committees: •Compensation •Nominating and Corporate Governance | |

  48. Nominees for Election

    | Michael L. Moehn | Michael L. Moehn is group president, Ameren Utilities of Ameren Corporation (“Ameren”), a publicly traded utility holding company headquartered in St. Louis, Missouri. In this role, Mr. Moehn oversees each of Ameren's operating utilities, with the presidents of Ameren Missouri, Ameren Illinois, and Ameren Transmission Company of Illinois reporting to him. Prior to 2026, he served as Senior Executive Vice President and Chief Financial Officer of Ameren and President and Chairman of Ameren’s subsidiary, Ameren Services Company. In the latter role, he led strategic planning and oversaw the company's supply chain, digital and cybersecurity organizations, and as CFO, Mr. Moehn was 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. Skills and Expertise: •Executive experience at a public company •Extensive experience in finance and accounting •Experience in other matters affecting public companies, including human capital management, mergers and acquisitions, risk management and compliance, information technology/ cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters Non-Profit Board Service: Serves on the boards of several non-profit organizations | | Group President, Ameren Utilities, Ameren Corporation | | | Independent director since 2025 | | | Age 57 | | | Committees: •Audit •Information Technology | | | Audit Committee Financial Expert | |

  49. Nominees for Election

    | Vicki R. Palmer | Vicki R. Palmer is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between 2004 and 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. She was responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management, was a member of CCE’s Risk Committee, served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process. Skills and Expertise: •Extensive experience in public company finance, risk management, human capital management and general administration •Senior-level policy-making experience at a public company •Knowledge of public company audit, executive compensation, human capital management, and governance matters due to public company board service Current Public Company Board Service: Haverty Furniture Companies Inc. (since 2001) Non-Profit Board Service: Serves on the boards of two non-profit organizations | | President of The Palmer Group, LLC | | | Independent director since 1993 | | | Age 72 | | | Committees: •Audit (chair) •Compensation •Executive •Risk | | | Audit Committee Financial Expert | |

  50. Nominees for Election

    | | 41 | 2026 PROXY STATEMENT |

  51. Nominees for Election

    | Cecelia D. Stewart | Cecelia D. Stewart retired as the President of U.S. Consumer and Commercial Banking of Citigroup, Inc., a global diversified financial services holding company, in 2014. She had held that position since 2011. From 2009 to 2011, she was President of the retail banking group and CEO of Morgan Stanley Private Bank N.A. Ms. Stewart’s career in banking began at Wachovia Bank N.A. in 1978, where she held a variety of regional banking positions, culminating in her service as Executive Vice President and Head of Retail and Small Business Banking from 2003 to 2008. Skills and Expertise: •Extensive experience in banking and financial services •Senior-level policy-making experience at a public company •Experience in human capital management, finance and accounting, risk management and compliance, and similar matters associated with running a large division of a public company •Knowledge of public company audit, executive compensation, human capital management, information technology/cybersecurity, digital innovation/fintech and other matters due to public company board service Prior Public Company Board Service: United States Cellular Corporation (2013-2025) | | Retired President of U.S. Consumer and Commercial Banking of Citigroup, Inc. | | | Independent director since 2014 | | | Age 67 | | | Committees: •Executive •Information Technology (chair) •Risk | |

  52. Nominees for Election

    shareholders vote FOR the election of all director nominees as described in vote item 1.

  53. Nominees for Election

    | | 42 | 2026 PROXY STATEMENT |

  54. Nominees for Election

    | VOTE ITEM 2—SAY ON PAY |

  55. CD&A Selected Contents

    | Executive Summary | 46 | | CD&A Glossary | 52 | | Pay Components & Decisions | 52 | | Total Direct Compensation (TDC) | 52 | | Salary | 52 | | Incentive Mix | 53 | | Annual Cash Incentive | 53 | | Long-Term Incentive Awards | 56 | | Compensation Practices & Philosophies | 57 | | Peer Group & Market Benchmarking | 57 | | Deferral, Retirement, & Other Benefits | 58 | | Clawback Policies & Practices | 60 | | Equity Grant Processes | 60 | | Compensation Governance | 60 | | Compensation Committee Report | 61 |

  56. 2025 Financial Performance Metrics

    2025 Financial Performance Metrics

  57. 2025 Financial Performance Metrics

    | 2025 Annual Cash Incentive | •75%: Adjusted Pre-Tax Income (PTI) – target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget •25%: Strategic – non-quantitative assessment of strategic outcomes, with emphasis on (i) quality and execution, (ii) delivering client value through relationship banking and premium service, and (iii) investing in talent and inspiring associates | | 2025 Annual PSU Long-Term Incen-tive Award | •ROTCE Rank – target payout at median performance vs KRX index banks over 3-yr period •TSR-rank modifier – ROTCE outcome adjusted based on TSR rank vs KRX banks over 3-yr period |

  58. 2025 Financial Performance Metrics

    Our strong alignment of pay with performance and shareholder interests is discussed further in Financial Performance Related to Incentives and in CEO Pay & Performance, which immediately follow.

  59. Annual Incentive for 2025

    Annual Incentive for 2025 The key financial performance indicator for 2025's annual incentive was pretax income (PTI), adjusted to exclude merger and certain other expenses and gains. The "target" (100%) outcome was set as a range of outcomes centered on the 2025 budget and is summarized in Table CDA.3.

  60. KPI for 2025 Annual Incentive

    KPI for 2025 Annual Incentive

  61. KPI for 2025 Annual Incentive

    | KPI | Target Goal | Achieved | | PTI* | Target Range: $1,111 to $1,227 million | $1,308 million |

  62. KPI for 2025 Annual Incentive

    * PTI is adjusted to exclude merger expenses and gains, non-strategic results, and certain other amounts. See Annual Cash Incentive starting on page 53. Adjusted PTI was moderately above the target range, resulting in 112% performance. The non-quantitative factor—strategic initiatives—was determined to be 108%. Applying the weightings from Table CDA.2, the final corporate rating for the annual incentive was 115%. These actions and their outcomes are explained in more detail in Annual Cash Incentive beginning on page 53.

  63. PSUs Vested in 2025

    PSUs Vested in 2025 The most recent performance stock units to vest were granted in 2022 and vested in May 2025. The primary performance goal was our return on tangible common equity (ROTCE) averaged over the three years 2022-2024, ranked against the ROTCEs of the banks in the KRX regional bank index over the same period. The ROTCE outcome, shown in Table CDA.4, was adjusted based on total shareholder return achieved over three years (March

  64. PSUs Vested in 2025

    | | 48 | 2026 PROXY STATEMENT |

  65. PSUs Vested in 2025

    2022 to March 2025) ranked against the TSRs of the KRX banks.

  66. KPIs for 2022 PSUs

    KPIs for 2022 PSUs

  67. KPIs for 2022 PSUs

    | KPI | KRX Median | FHN Achieved | | Average ROTCE over the period 2022-2024 | ROTCE = 15.17% | ROTCE* = 18.43% | | | | Quartile = Top | | | | Perf. = 131% | | TSR over the period 3/15/2022 to 3/15/2025 | TSR = 8% | TSR = 5% | | | | Quartile = 3rd | | | | Perf. = 98.08% | | Overall Performance | | 128.3% |

  68. KPIs for 2022 PSUs

    * As provided in the original grant terms, FHN's ROTCE was adjusted to exclude merger expenses and gains, changes in accounting standards, and certain other amounts. No discretionary adjustments were made or allowed.

  69. Best Practice Policies

    | | Practices We Employ Include | | Practices We Avoid or Prohibit Include | | ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ | Majority of executive pay is performance-based (at-risk) All executive long-term incentives are stock-based and aligned with shareholder interests Incentive measures reflect outcomes that our executives control and that we believe drive shareholder value Performance measures emphasize controllable outcomes for which management is accountable Committee uses an independent compensation consultant Stock ownership guidelines require holding 50% of after-tax vested stock awards during career with the company, rising to 75% if multiple-of-salary minimum stock ownership levels are not met Change in control features and plans include double-trigger (CIC event plus qualifying termination) Clawbacks are mandated for certain restatements of financial results or if executive engages in misconduct or fraud | ✗ ✗ ✗ ✗ ✗ ✗ ✗ | NO tax gross-up features NO stock option repricings NO discount-priced stock options NO single-trigger change in control plans, awards, or agreements NO dividends paid on long-term incentive awards until vesting; failure to vest means no dividends NO employment agreements* NO hedging transactions allowed in First Horizon stock (e.g., no trading derivatives, no taking short positions, no hedging long positions) unless approved |

  70. Direct Compensation Components Overview

    Direct Compensation Components Overview The major components of executive compensation in 2025 consisted of cash salary, annual cash incentive, and annual long-term incentive (LTI) awards. Annual LTI awards for executives in 2025 consisted of PSUs and RSUs. Table CDA.8 presents an overview of the total direct compensation components for our executives.

  71. Direct Compensation Components in 2025

    | Component | Primary Purpose | Key Features | | Cash salary | To provide competitive baseline compensation to attract and retain executive talent. | Salaries are determined based on prevailing market levels with adjustments for individual factors such as performance, experience, skills, and tenure. | | Annual cash incentive | To motivate and reward executives for achieving and exceeding annual performance goals, both company-wide and individual, that support our business strategies. | Key metric was PTI, coupled with a non-quantitative strategic component with emphasis on quality and execution, delivering client value, and investing in talent and inspiring associates. See Annual Cash Incentive starting on page 53 for details. | | Annual LTI awards: PSUs and RSUs | To motivate and reward long-term performance by providing performance and service-vested, equity-based, long-term incentives that reward achievement of specific corporate goals, provide a retention incentive, and promote alignment with shareholders’ interests. | PSUs vest based on pre-defined three-year goals relative to an industry index, modified by our TSR ranking within that index over the same period. RSUs vest after three years and are paid in shares of stock. See Long-Term Incentive Awards starting on page 56 for details. |

  72. CD&A Glossary

    CD&A Glossary NEO Executive officer named in this CD&A NIM Net interest margin TDC Total direct compensation (salary, annual cash incentive, & annual long-term incentive awards) EBP Executive Bonus Plan IP 2021 Incentive Plan (long-term incentive awards starting April 2021) PSU Performance stock unit award RSU Restricted stock unit award; variations include ARSU (regular annual award), BRSU (award granted in lieu of annual cash incentive), and RRSU (targeted retention or other special award) LTI Long-term incentive RCU Restricted cash award Full-value award Any long-term award other than stock options CIC Change in control IBKC IBERIABANK Corporation KPI Key performance indicator PPNR Pretax pre-provision net revenues PTI Pretax income NCO Net charge offs ROA Return on average assets ROE Return on average equity ROCE Return on average common equity ROTCE Return on average tangible common equity TSR Total shareholder return EPS Earnings per share GAAP Generally accepted accounting principles

  73. Total Direct Compensation (TDC)

    Total Direct Compensation (TDC) The Committee’s goals are to align target total direct compensation of executives with peer medians, recognizing that individual packages may be higher or lower at any particular time based on individual factors including performance, experience, skills, tenure, and retention needs (see Peer Group & Market Benchmarking beginning on page 57 below). TDC focuses on regular pay components, ignoring special retention, promotion, or other idiosyncratic awards.

  74. Salary

    Salary Salary is the foundation for all major components of direct compensation: the size of each incentive is a percentage of base salary (see Incentive Mix immediately below). Early each year the Compensation Committee reviews the salaries of the CEO and other executives, considering market data, competitive practices within the industry and the company’s performance. Executive salary rates early in 2025 were generally increased based mainly on benchmarking against peer banks. See Peer Group & Market Benchmarking beginning on page 57. NEO salaries in 2025 are summarized in Table CDA.9.

  75. Incentive Mix

    Incentive Mix Key factors considered when incentive target levels are set include the appropriate mix of salary versus pay at risk for financial performance or stock value performance and the mix between short- and long-term compensation. Table CDA.10 shows that the CEO’s regular compensation package is more heavily weighted in favor of financial performance, and more heavily at risk overall, than the other NEOs. This practice is consistent with the greater responsibilities of the CEO position, prevalent market practices among our peer group, and our compensation philosophy, which endeavors to link a substantial portion of executive pay to performance. For all NEOs, PSUs were 60% of total LTI awards, while RSUs were 40%.

  76. (at target level, as a percentage of salary)

    | NEO | Annual Incentive | Long-Term Incentive Awards | | | | | | PSUs | RSUs | Total LTI | | Mr. Jordan | 150% | 270% | 180% | 450% | | Ms. Dmuchowski | 100% | 135% | 90% | 225% | | Mr. Restel | 100% | 135% | 90% | 225% | | Ms. LoCascio | 100% | 135% | 90% | 225% | | Mr. Popwell | 100% | 120% | 80% | 200% |

  77. Annual Cash Incentive

    Annual Cash Incentive The Committee created 2025 cash incentive opportunities driven largely by a "corporate rating," similar to structures used in the past. This year, the corporate rating was driven by the two factors, unequally weighted, described in Table CDA.11a. The Committee retained the ability to adjust calculated outcomes if appropriate, and individual ratings could impact the outcome for a particular executive.

  78. Annual Cash Incentive 2025 Program

    Annual Cash Incentive 2025 Program

  79. Discretionary Corporate Rating Adjustment

    Discretionary Corporate Rating Adjustment The calculated corporate rating—with all required adjustments—can be further adjusted by the Committee to arrive at a final corporate rating. This adjustment could encompass both quantitative and non-quantitative considerations, including: •Balanced scorecard results •Quality of earnings assessment (up to +/–20%) •Other adjustments, including risk management assessments and assessment of non-strategic outcomes The balanced scorecard process ranks our company relative to peer group companies on various financial measures based on non-adjusted consolidated results. The scorecard process uses quantitative financial measures and peer rankings but is not used in a quantitative manner to determine a specific numerical rating. For quality of earnings, the Committee intended, among other things, to take account of unusual shortfalls or windfalls in revenues associated with interest rate movements, asset sales, and other uncontrollable or unusual events during the year relative to budgetary expectations.

  80. 2025 Annual Cash Incentive Outcomes

    2025 Annual Cash Incentive Outcomes The calculated outcomes of the quantitative goal, after all required adjustments and before any discretionary ones, was:

  81. 2025 Annual Cash Incentive Outcomes

    | | 54 | 2026 PROXY STATEMENT |

  82. 2025 Annual Cash Incentive Outcomes

    Adjusted PTI: $1,111 to $1,227 million budget range, $1,308 million achieved The calculated adjusted PTI for 2025 included net upward adjustments of approximately $27 million from unadjusted PTI for certain pre-defined unusual or non-recurring items. This adjusted PTI outcome was significantly above the budgeted range, resulting in a performance factor of 112% (with target being 100%). The rating for the other corporate factor, strategic initiative, was not quantitative. The Committee determined to set strategic performance at 108%. The Committee determined that substantial progress had been achieved in each of the three strategic focus areas: quality and execution, client, and associate. Overall, the calculated corporate rating, after all required adjustments, was 115%. Discretionary Adjustments to Corporate Rating In February 2026, the Committee determined not to make any discretionary adjustments to the corporate rating. Final Corporate Rating Based on these determinations, the Committee set the final corporate rating at 115%. The quantitative and qualitative determinations leading to the final corporate rating are summarized in Table CDA.11d.

  83. 2025 Annual Incentive Outcomes

    2025 Annual Incentive Outcomes

  84. 2025 Annual Incentive Outcomes

    | NEO | Target ($) | Corp. Rating | Indiv. Rating | Incentive Paid ($) | | Mr. Jordan | 1,854,000 | 115% | 100% | 2,132,100 | | Ms. Dmuchowski | 700,000 | 115% | 115% | 925,750 | | Mr. Restel | 750,000 | 115% | 110% | 948,750 | | Ms. LoCascio | 750,000 | 115% | 110% | 948,750 | | Mr. Popwell | 725,000 | 115% | 100% | 833,750 |

  85. 2025 Annual Incentive Outcomes

    | | 55 | 2026 PROXY STATEMENT |

  86. Long-Term Incentive Awards

    Long-Term Incentive Awards

  87. 2025 Regular Annual LTI Award Mix

    2025 Regular Annual LTI Award Mix In 2025, the annual long-term incentive award mix for all NEOs was 60% PSUs, 40% RSUs. The Committee believes that these components provided an appropriate balance between performance and retention. First Horizon granted no compensatory stock option awards in 2025. Further information about each award type is provided in the remainder of this discussion.

  88. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) Consistent with our philosophy to tie a significant portion of our executives’ pay to our long-term performance and align executives' interests with shareholders', the Committee believes PSUs should comprise a majority of the long-term incentive program. PSU awards vest only if pre-defined goals are achieved over a three-year performance period. The metrics are established at the beginning of each performance period. The Committee approves the performance metrics and goals each year based on the company’s objectives at that time, and may change the types and amounts of awards compared to prior years based on desired managerial focus, competitive pressures, and other factors. For the 2025 PSUs, payout is based on how we rank relative to the group of banks included in the KBW regional bank index (symbol KRX), an objective industry comparator group. We believe these metrics and the relative perspective reflect the way many shareholders view our performance. Specifically, the vesting percentage of 2025 PSUs will be based on achievement of two metrics: •Our adjusted ROTCE averaged over the three-year period 2025-2027, ranked against the average ROTCE results of the KRX banks. •A TSR modifier, applied to the ROTCE outcome. Our TSR performance will be ranked against the KRX banks. Both rankings will follow our traditional practice: top-quartile performance will result in maximum payout, and bottom-quartile performance will result in 0% (ROTCE) payout or minimum (TSR) modification. For the middle quartiles, the percentages are interpolated. The ROTCE percentage (of target) will range from 0% to 150% (with 50% the “threshold” level), the TSR percentage will range from 75% to 125%, and the final payout calculation will multiply the two with equal weighting. Dividends accrue until payment and are paid to the extent the underlying units vest. Payout potential is illustrated in the chart below. If the TSR percentage outcome is similar to the ROTCE outcome, the TSR adjustment will amplify the degree to which the overall payout percentage deviates from target. For example, if both percentages are 109%, overall payout will be 119%; if both percentages are 85%, overall payout will be 72%. On the other hand, if one measure is above target and the other is below, the TSR adjustment will moderate the degree to which overall payout will deviate from target. The Committee believes using the TSR modifier in this manner more closely aligns PSU awards with the interests of shareholders. The adjustments to our ROTCE are the same as the required adjustments associated with the 2025 annual incentive opportunity, discussed earlier under Annual Cash Incentive starting on page 53. For the 2025 PSUs, the KRX index represented 50 regional banks, a wider range of institutions than those in our peer group used for most benchmarking purposes. For 2025 PSU awards, the Committee believed that an independently-selected comparator group, like the banks in the KRX index, provided a larger, more stable group against which to measure our performance over a three-year period. This rank structure was continued from recent years primarily because the use of a relative-rank goal rather than an absolute measure should provide a better reflection of our results versus competitors, from an investor perspective. It was chosen in part because of the volatile environment for us and our industry. The awards should self-adapt to industry events that will unfold over a three-year time horizon and cannot be predicted in advance.

  89. Most Recent PSU Performance

    Most Recent PSU Performance The most recent PSUs with final performance determined were granted in February 2022 with a 2022-24 ROTCE performance period, vesting in May 2025. The performance outcome for that award is presented above under Financial Performance Related to Incentives beginning on page 48, especially in Table CDA.4.

  90. Most Recent PSU Performance

    | | 56 | 2026 PROXY STATEMENT |

  91. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) RSUs align executives’ interests with shareholder interests by providing awards whose values rise and fall with our stock. These awards also promote ownership and retention through service-based vesting and the application of our stock ownership guidelines. Regular annual RSUs cliff-vest in March three years after grant if the NEO remains employed with the company through the vesting date. Special RSU awards can and often do have longer vesting periods. Like PSUs, RSUs are settled in shares.

  92. Special LTI Awards

    Special LTI Awards The Committee occasionally approves special retention awards on a targeted basis, or in connection with a new-hire situation. None were granted in 2025.

  93. Dividends Related to LTI Awards

    Dividends Related to LTI Awards For PSUs and RSUs, cash dividends accrue during the vesting period but are paid (without interest) only if and when the award vests. If an award forfeits, dividends also forfeit.

  94. Valuation of LTI Awards

    Valuation of LTI Awards All regular annual 2025 long-term incentive awards were based upon the 2025 salary rates and incentive mix discussed above. Our closing stock price on the grant date, February 11, 2025, was $22.43 per share. See Incentive Mix on page 53 for details.

  95. Peer Group & Market Benchmarking

    Peer Group & Market Benchmarking

  96. Peer Benchmarking

    Peer Benchmarking The Committee’s independent consultant conducts comprehensive benchmarking of our peer group to provide reference for pay levels as well as program designs for the organization. The Committee uses this information to set or adjust salaries, target incentive opportunities and determine the components of direct compensation for executives. The Committee’s preferences and goals are to set target total direct compensation aligned with peer median, recognizing that individual packages may be higher or lower at any particular time based on individual factors including performance, experience, skills, tenure and retention needs.

  97. Peer Group Composition

    Peer Group Composition To ensure our pay programs are competitive and fair, the Compensation Committee normally reviews the compensation practices of a peer group of selected U.S. banks of roughly comparable size and business mix. The Committee uses peer group data to benchmark our executive compensation and to provide context and reference points when setting pay levels. The Compensation Committee most recently reviewed the peer group composition in July 2025. The peer group for 2025, shown in Table CDA.12, includes 16 banks. The peer group for 2025 is the same as the peer group of 2024, except for the removal of New York Community Bancorp, Inc. (now known as Flagstar Financial, Inc.), which experienced financial difficulty in 2024. In table CDA.12, asset sizes are shown as of March 31, 2025.

  98. Peer Group Composition

    | | 57 | 2026 PROXY STATEMENT |

  99. Benefits other than Change in Control

    Benefits other than Change in Control In order to remain competitive in retaining and recruiting talent, we provide retirement and other post-employment benefits that we believe are customary in our industry. Table CDA.13 summarizes the major types of benefits provided to NEOs. Several of these benefits are broad-based, meaning that they are available to most or all full-time associates, and many others are available generally to associates whose compensation levels exceed certain thresholds, regardless of officer status.

  100. Change in Control (CIC) Benefits

    Change in Control (CIC) Benefits The financial services industry experiences periods of significant consolidation. Although consolidation has created substantial business opportunities for us and others, it also has created substantial personal uncertainties for associates. Our CIC plan and legacy agreements were put in place to address these uncertainties. Our Board of Directors has adopted an Executive Change in Control Severance Plan (the “CIC Plan”). All of the NEOs except Mr. Popwell are participants in the Plan. When it was created, in 2021, we stopped offering individual CIC severance agreements and began offering participation in the CIC Plan. Each legacy CIC severance agreement (discussed below) will remain in place unless the executive is invited to participate in the CIC Plan and agrees to switch. We expect the CIC Plan to supplant the legacy agreements by attrition over time. The CIC Plan provides benefits if employment is terminated in connection with a CIC event. It provides no employment protection if a CIC event occurs—merely benefits if employment ends in particular ways—and it provides no benefits at all absent a CIC event. Also, it provides no tax gross-up protection if benefits exceed certain tax-law limits. Additional information about the CIC Plan is provided under the caption CIC Severance Plan within the Change in Control (CIC) Arrangements section, which begins on page 73. The primary objective of our CIC Plan is to allow us to compete for executive talent during normal times, mitigating the personal risk that a CIC would present. If a CIC situation arises, the Plan also provides an incentive for our executive team to remain with the company, focused on corporate objectives, during the pursuit, closing, and transition periods that accompany CIC transactions in our industry. We had a legacy CIC severance agreement with Mr. Popwell until his retirement on December 31, 2025. It was not an employment agreement. Like the CIC Plan, the agreement provided benefits if employment was terminated in connection with a CIC event, but otherwise provided no employment protection. His and other legacy CIC severance agreements offered benefits similar to the CIC Plan described above and were used for the same purposes: to allow us to compete for executive talent during normal times and to provide an incentive for our executive team to remain with the company, focused on corporate objectives, during the pursuit, closing, and transition periods that accompany CIC transactions. Additional information about these contracts is provided under the caption CIC Severance Agreements within the Change in Control (CIC) Arrangements section, which begins on page 73. The IBKC merger of equals that closed in 2020 was a CIC transaction under legacy IBKC’s CIC agreements. Mr. Restel signed a letter agreement with regard to his legacy CIC severance agreement with IBKC. Additional information about his letter agreement is provided under the caption Restel Letter Agreement beginning on page 72. Under many of our programs, a CIC event can cause awards or benefits to vest, be paid, or be calculated and paid at target payout levels. The main objective of these features is to allow us to offer competitive compensation packages in an industry where robust periods of consolidation occur. Like our CIC severance agreements, these program features have a double trigger, which means that vesting or payment is accelerated only when a CIC event results in termination of employment.

  101. Change in Control (CIC) Benefits

    | | 59 | 2026 PROXY STATEMENT |

  102. Clawback Policies & Practices

    Clawback Policies & Practices Performance compensation under our executive bonus programs, long term incentive awards, or otherwise that is paid based on erroneous financial data is recoverable under our Compensation Recovery Policy if the recipient caused the error or is responsible for the data’s accuracy. Additional clawback provisions apply to most types of stock awards if certain misconduct occurs, such as fraud or solicitation; if grant or payment of an award is based on erroneous financial data; or if employment is terminated for cause. The look-back period for recovery for stock awards is two years after vesting. Under our Erroneously Awarded Compensation Recovery Policy, certain financial restatement events will trigger an assessment by the Compensation Committee to determine if previously-paid executive compensation was incorrectly too high. If compensation paid was too high, we are required to recover the overpayment from each applicable executive. The Policy requires recovery whether or not the executive is at fault in relation to the restatement or the overpayment. Generally, the Policy applies only to compensation that has performance conditions to vesting (e.g., bonuses and PSUs) or had performance conditions to initial grant (e.g., bonus-driven RSUs), and applies only to executives. If the same compensation is subject to recovery under more than one policy, it may be recovered only once.

  103. Equity Grant Processes

    Equity Grant Processes The Compensation Committee approves and grants equity awards at approximately the same time each year, with awards typically granted each year at the February meeting. Outside of the annual grant cycle, we may also award equity compensation in connection with a new hire package, retention grant or severance package. We do not currently grant stock options as part of any of our compensation programs. If stock options were to be granted in the future, FHN would not grant such options in anticipation of the release of material nonpublic information, and the timing of the release of material non-public information would not be based on option grant dates.

  104. Compensation Consultants

    Compensation Consultants For 2025, the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to provide analysis and advice on all executive and director compensation-related matters, including peer group development, market benchmarking, trends and best practices, and incentive program design. Among other things, Meridian assisted the Committee in its reviews of compensation program actions recommended by management in 2025. Key engagement items were: •Review and discuss written Committee materials in preparation for meetings •Confer with the Committee chair and management regarding compensation matters •Regularly meet with the Committee •Provide observations on current external trends and developments

  105. Compensation Consultants

    | | 60 | 2026 PROXY STATEMENT |

  106. Compensation Consultants

    •Advise the Committee regarding executive programs for annual cash incentives and long-term equity awards approved during and for 2025 •Advise the Committee regarding current peer and market practices related to annual incentive, long-term incentive, and change in control plans and programs •Advise the Committee regarding the CIC Plan and CIC arrangements •Assist the Committee in preparing for shareholder outreach and engagement The Committee determined that Meridian is independent and has no other relationships with the Company or management. Additional information concerning our use of compensation consultants appears under the caption Use of Consultants, which begins on page 23.

  107. Summary Compensation Table

    Summary Compensation Table The amounts shown in the Summary Compensation Table, Table RC.1, represent all compensation earned by our NEOs for 2025, including amounts deferred by those persons, for all services rendered in all capacities to us and our subsidiaries. Compensation amounts from the prior two years are also included. Additional compensation information is provided in the remainder of this Recent Compensation section. No NEO who served as a director was separately compensated as a director.

  108. Summary Compensation Table

    Summary Compensation Table

  109. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | NEO Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compen-sation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compen-sation ($) | Total ($) | | D.B. Jordan 1 Chairman, President & CEO | 2025 | 1,236,000 | — | 5,561,967 | — | 2,132,100 | 1,241,861 | 158,437 | 10,330,365 | | | 2024 | 1,200,000 | — | 5,200,413 | — | 1,800,000 | 1,081,500 | 148,067 | 9,429,980 | | | 2023 | 1,087,418 | — | 9,243,562 | — | 1,434,375 | 1,134,668 | 143,018 | 13,043,041 | | H. Dmuchowski SEVP—Chief Financial Officer | 2025 | 700,000 | — | 1,574,990 | — | 925,750 | 58,150 | 79,412 | 3,338,302 | | | 2024 | 650,000 | — | 1,733,466 | — | 700,000 | 16,863 | 58,815 | 3,159,144 | | | 2023 | 600,000 | — | 899,980 | — | 510,000 | 12,508 | 69,660 | 2,092,148 | | A.J. Restel SEVP—Chief Banking Officer | 2025 | 750,000 | — | 1,687,476 | — | 948,750 | — | 67,067 | 3,453,293 | | | 2024 | 725,000 | — | 3,322,476 | — | 725,000 | — | 60,257 | 4,832,733 | | | 2023 | 700,000 | — | 1,399,969 | — | 595,000 | — | 55,848 | 2,750,817 | | T.S. LoCascio SEVP—Chief Operating Officer | 2025 | 750,000 | — | 1,687,476 | — | 948,750 | 48,184 | 91,812 | 3,526,222 | | | 2024 | 725,000 | — | 3,322,476 | — | 725,000 | 24,062 | 77,392 | 4,873,930 | | | 2023 | 650,000 | — | 1,299,971 | — | 595,000 | 30,964 | 67,227 | 2,643,162 | | D.T. Popwell SEVP—Senior Strategic Executive | 2025 | 725,000 | — | 1,449,987 | — | 833,750 | 31,916 | 102,855 | 3,143,508 | | | 2024 | 725,000 | — | 1,396,405 | — | 725,000 | — | 106,061 | 2,952,466 | | | 2023 | 700,000 | — | 1,399,969 | — | 595,000 | 53,513 | 101,783 | 2,850,265 |

  110. Summary Compensation Table

    1 Stock award column includes five-year special equity PSUs (grant date value of $3 million) and RSUs (grant date value of $2 million) granted in August 2023 in connection with Mr. Jordan's employment agreement. See Jordan Employment Agreement beginning on page 71. Explanations of certain columns follow: Col (c) Salary. Cash salary is shown in full, whether or not deferred. Col (d) Bonus. Column (g) shows the annual cash incentive awards for each year under our bonus plan for executive officers, to the extent earned and whether or not deferred. Column (d) reports discretionary off-plan bonuses, if any. No NEO received a Col (d) bonus for any of the years shown. Cols (e)-(f) Grant Date Accounting Values. Columns (e) and (f) show the grant date fair value of the awards using the accounting methods applicable to our financial statements, with no discount for the risk of forfeiture. The grant date values ignore future changes in our stock price and are shown based on target (100%) performance for the PSUs. The actual values realized by an award holder are likely to differ substantially from the grant date values shown in Table RC.1. Col (e) Stock Awards. Column (e) includes the accounting grant date values of RSU and PSU awards granted by First

  111. Summary Compensation Table

    | | 62 | 2026 PROXY STATEMENT |

  112. Summary Compensation Table

    Horizon during each year. These do not represent amounts paid or earned; they are the values attributed to awards under applicable accounting rules. Col (e) Regular PSUs. PSUs are performance based, using a three-year performance period. Eventual payout may be higher or lower than the accounting values used in column (e) and may be zero. PSUs also have a service-vesting requirement. For the years shown, PSU performance depends upon our adjusted ROTCE ranking relative to certain peer banks during the performance period, and a total shareholder return (TSR) modifier, also measured against peers. PSUs will vest if threshold or higher performance goals are achieved during the performance period and if the holder remains employed with the company through the vesting date. PSUs settle with shares rather than cash. In column (e), PSU amounts are shown at their original accounting values assigned at grant. Those accounting values are substantially less than the possible payouts if all performance conditions are maximally achieved. Col (e) Retention PSUs and CEO Special Equity PSUs. In 2024, Ms. Dmuchowski, Mr. Restel, and Ms. LoCascio were granted targeted retention PSUs. The RPSUs had the same terms and conditions as the regular annual 2024 PSUs, except the vesting and performance periods were five years rather than three. In 2023, in connection with his employment agreement, Mr. Jordanwas granted $3 million of special equity PSUs. His SE PSUs were structured similarly to the regular annual PSUs in 2023, except the performance period is five years from July 1, 2023 through June 30, 2028, and the service period is satisfied August 3, 2028. See Jordan Employment Agreement beginning on page 71. Col (e) PSU Maximum Values. Table RC.1a provides a summary of the maximum payouts of the PSU awards granted, both regular and retention, to each NEO based on our stock values on the respective grant dates.

  113. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Table RC.2 provides information about the annual cash incentive opportunity established for, and the grants of PSUs and RSUs during, 2025. In this table each annual incentive (cash bonus) opportunity is considered a “Non-Equity Incentive Plan Award” in columns (c) through (e) and is noted as "Cash"; PSUs are considered to be “Equity Incentive Plan Awards” in columns (f) through (h); and RSUs are shown as “All Other Stock Awards” in column (i). Each row represents a separate award grant; a column for a row is blank if it does not apply to the type of award listed in that row or if the dollar amount is zero. No stock options were granted to any NEO in 2025.

  114. Grants of Plan-Based Awards

    | | 64 | 2026 PROXY STATEMENT |

  115. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  116. Outstanding Equity Awards at Fiscal Year-End 2025

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards | | | | | Stock Awards | | | | | NEO | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexer-cised Options (#) Un-exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock Held that have not Vested (#) | Market Value of Shares or Units of Stock Held that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Mr. Jordan 1 | 116,655 | — | | 15.43 | 3/2/2026 | | | | | | | 125,786 | — | | 15.90 | 3/2/2027 | | | | | | | | | | | | 465,091 | 11,115,675 | 697,637 | 16,673,524 | | Ms. Dmuchowski 1 | | | | | | 99,514 | 2,378,385 | 137,977 | 3,297,650 | | Mr. Restel 1 | 8,182 | — | | 16.01 | 1/9/2030 | | | | | | | | | | | | 167,151 | 3,994,909 | 220,927 | 5,280,155 |

  117. Outstanding Equity Awards at Fiscal Year-End 2025

    | | 66 | 2026 PROXY STATEMENT |

  118. Outstanding Equity Awards at Fiscal Year-End 2025

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards | | | | | Stock Awards | | | | | NEO | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexer-cised Options (#) Un-exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock Held that have not Vested (#) | Market Value of Shares or Units of Stock Held that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Ms. LoCascio 1 | | | | | | 155,594 | 3,718,697 | 218,491 | 5,221,935 | | Mr. Popwell | | | | | | 88,293 | 2,110,203 | 132,439 | 3,165,292 |

  119. Outstanding Equity Awards at Fiscal Year-End 2025

    1 Includes: a new-hire RSU award to Ms. Dmuchowski (7,530 shares) and major-promotion RSU awards to Mr. Restel (19,866 shares) and Ms. LoCascio (9,933 shares), all granted in 2021; special five-year PSU (223,713 shares) and RSU (149,142 shares) awards to Mr. Jordan granted in 2023 under his employment agreement; and targeted five-year retention awards to Ms. Dmuchowski (20,534 PSUs and 13,689 RSUs), Mr. Restel (82,135 PSUs and 54,757 RSUs), and Ms. LoCascio (82,135 PSUs and 54,757 RSUs), all granted in 2024. Explanations of certain columns in Table RC.3 follow: Col (g) Unvested Non-Performance Restricted Stock Unit Awards. Column (g) of Table RC.3 includes RSUs unvested at year-end. Numbers represent units (one unit = one share). The vesting dates of those awards are shown in Table RC.3a:

  120. Pension Plans

    Pension Plans We operate two defined benefit retirement plans: a broad-based tax-qualified pension plan and an unfunded nonqualified pension restoration plan limited to associates for whom the qualified benefit is limited by tax law. The restoration plan extends the benefit beyond that tax law limit. The two plans effectively provide a single pension benefit. The plans were closed to new hires in 2007, and benefits were frozen at year-end 2012. Credited service years do not increase after 2012, and changes in compensation are ignored. Pension benefits are based on average compensation for the highest 60 consecutive months of the last 120 months of service prior to 2013, length of service prior to 2013, and social security benefits. Covered compensation includes cash salary reportable to the IRS plus pretax contributions under the savings plan and employee contributions under the flexible benefits plan, and excludes bonuses, commissions, other deferred compensation, and incentives. A “normal” pension benefit provides a monthly payment to the associate for life beginning at retirement at age 65. Participants under age 65 who are at least age 55 with 15 years of service may retire early with a reduced pension benefit. A participant may make other elections which change the benefit, including a spousal benefit election, a minimum (certain) payment term, and a lump sum benefit (restoration plan only). Table PEC.1 shows estimated normal retirement benefits under the pension plans as of December 31, 2025. Messrs. Jordan and Popwell are the only NEOs who participate in the pension plans.

  121. Pension Benefits at Year-End 2025

    Pension Benefits at Year-End 2025

  122. Pension Benefits at Year-End 2025

    | (a) | (b) | (c) | (d) | (e) | | Name | Plan | No. of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mr. Jordan | Qualified | 6 years | 322,515 | — | | | Restoration | 6 years | 960,779 | — | | Mr. Popwell* | Qualified | 6 years | 354,047 | 19,720 | | | Restoration | 6 years | 431,315 | — |

  123. Pension Benefits at Year-End 2025

    * As reported in a Current Report on Form 8-K filed on August 7, 2025, Mr. Popwell retired from his position with First Horizon effective at the close of our fiscal year on December 31, 2025. Explanations of certain columns follow: Col (c). This column shows full years of credited service, unchanged since 2012. Col (d). Column (d) reflects the actuarial present value of each NEO’s accumulated benefit. The computation: (i) was made by a pension plan actuary; (ii) used the same measurement date used for our 2025 financial statements except that retirement age is assumed to be 65; and (iii) used the projected unit credit cost method, which recognizes cost in an increasing pattern as a participant approaches retirement. The 2025 discount rates are 5.44% for the qualified pension plan and 5.10% for the non-qualified pension restoration plan and reflect the expected average term until settlement of each of these plans. The assumptions on which the amounts presented in the table are based are discussed in note 17 to our financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2025.

  124. Pension Benefits at Year-End 2025

    | | 69 | 2026 PROXY STATEMENT |

  125. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans We provide a traditional deferral plan for executives and many other associates, not qualified under tax rules, which allows participants to defer receipt and taxation of cash salary and bonus. Deferred amounts are credited to accounts and earnings accrue according to the provisions of the plan. Participants have some discretion regarding the length of the deferral period, the investment criteria upon which earnings are based, and whether payout will be lump sum or an annuity. A commonly selected deferral period lasts until employment terminates. Our qualified savings (401(k)) plan allows an associate to make contributions of salary into a plan account, subject to limits imposed by tax laws. We provide a 100% match under the qualified savings plan for the first 6% of salary each eligible participant (having at least one year of service) elects to contribute to the plan. We have adopted a nonqualified savings restoration plan for those associates, including executives, whose base salary exceeds the tax limits imposed on the qualified savings plan. The restoration plan provides a nonqualified vehicle for employees to participate in a savings plan beyond the tax law limits. Unlike the qualified plan, the restoration plan is unfunded. The restoration plan offers many of the same investment options as the qualified plan, but our stock is not among those. Both the traditional nonqualified plan and the savings restoration nonqualified plan are unfunded, meaning that no trust holds funds or investments for any of the accounts other than, in certain cases, a rabbi trust that our management cannot access but that our creditors could access in case of our bankruptcy. Legally, each plan account is an unsecured debt we owe the participant. Each account is fully vested and non-forfeitable. Except for the timing of payments, plan accounts are not reduced or enhanced by termination of employment, change in control, or other event. We reduce the risk of our obligations under our nonqualified deferred compensation plans by purchasing investments designed to track the performance of the investment elections made by participants. The qualified savings plan has no such risk to us because all accounts are fully funded, with the plan’s trust holding the investments selected by each participant. Information concerning account activities and balances of the NEOs with respect to both nonqualified deferred compensation plans is presented in Table PEC.2. Information related to the qualified savings plan is not included in the table.

  126. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  127. Impact of CIC on Unpaid Compensation Items

    | Compensation Item | Impact of CIC | Key Factors | | Nonqualified Deferred Compensation Plans | Limited impact | Accounts are paid into rabbi trusts when a CIC occurs. CIC itself has no effect on the timing or amount of payment. | | CIC Severance Agreements & Executive CIC Severance Plan | Cash payment and other benefits if employment terminates. | All CIC agreements and plans have a double-trigger feature where benefits are triggered only if employment terminates. Benefits are discussed in the next section. |

  128. Impact of CIC on Unpaid Compensation Items

    Under the pension restoration plan, a lump sum payment is made to participants representing the present value, using a discount rate of 4.2%, of the participant’s scheduled projected benefits actuarially adjusted based on the participant’s age at the time of the CIC event. For participants under age 55, the CIC calculation is made assuming age 55 has been reached.

  129. Pay Versus Performance

    Pay Versus Performance The following table is presented as required by proxy disclosure rules. As discussed below, each of the compensation amounts presented in columns (b) through (e) is a composite of amounts actually paid or owed, plus amounts granted based on values at grant, and plus or minus adjustments which FHN does not employ in its compensation programs or decisions. Moreover, the amounts presented in columns (d) and (e) represent averages of those composites for four, five, or six executive officers, some of whom experienced major job changes in one or two of the years presented which substantially increased or reduced their total compensation for those years. For further information, see the column explanations below and Relation of Pay to Performance beginning on page 78.

  130. Pay Versus Performance

    Pay Versus Performance

  131. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO* | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs* | Value of Initial Fixed $100 Investment Based on: | | FHN Net Income (millions of $s) | Company-Selected Measure: Return on Avg. Tangible Common Equity (ROTCE) | | | | | | | FHN Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2025 | 10,330,365 | 15,310,314 | 3,365,331 | 4,818,193 | 222.72 | 152.74 | 998 | 14.01% | | 2024 | 9,429,980 | 15,147,140 | 3,954,568 | 4,973,122 | 182.38 | 143.42 | 794 | 10.99% | | 2023 | 13,043,041 | (11,688,459) | 2,584,098 | (929,320) | 123.21 | 126.69 | 916 | 14.11% | | 2022 | 7,237,769 | 17,866,977 | 4,464,277 | 6,279,548 | 204.16 | 127.19 | 912 | 15.58% | | 2021 | 8,414,496 | 11,818,805 | 3,641,125 | 2,576,321 | 132.63 | 136.65 | 1,010 | 16.46% |

  132. Pay Versus Performance

    * Column (c) and (e) CAP data for 2023 and 2024 have been adjusted from the data provided in our 2025 Proxy Statement. Explanations of certain columns follow: Cols (b) & (d). Summary Compensation Table (SCT) data. Each year we report total compensation of our CEO and of four to six additional named executive officers ("NEOs") in the Summary Compensation Table. This year's SCT—Table RC.1—appears on page 62, and this year we have four NEOs in addition to the CEO. Total compensation for each of the NEOs is presented each year in the SCT as required by proxy disclosure rules. Col (d). Average SCT data. For each year, Column (d) presents the average total compensation for the NEOs other than our CEO. Each year, the identity of the other NEOs varies, as shown in Table PVP.2 below. The averaging calculations use each total "as is"; the calculations do not annualize or normalize any person's compensation for any given year. Cols (c) & (e). Compensation Actually Paid (CAP). The information presented in these columns adjusts the SCT data in specific ways prescribed by the proxy disclosure rules. Although the CAP information does include amounts actually paid, it also includes amounts not yet earned or paid as well as amounts that do not represent specific and direct dollar obligations. Supplemental details concerning the two CAP columns, including the names of each NEO each year as well as the adjustments made, is presented under the caption Supplemental and Supporting Information beginning on page 77 below. Col (e). Average CAP data. For each year, Column (e) presents the average of the total CAP for the NEOs other than our CEO. Col (f). FHN TSR. For each year under column (f), Table PVP.1 shows the dollar value of $100 invested in FHN common stock on the last trading day of 2020 measured as of the last trading day of the year in question. All dividends are assumed reinvested, all transaction costs are assumed to be zero, and all taxes are ignored. For example, the "2023" row shows that value measured over the 3-year period December 31, 2020 through Friday December 29, 2023. Col (g). Peer TSR. FHN uses different peer groups for different purposes. See Peer Group & Market Benchmarking beginning on page 57 for further information. For several years (including 2025) the peer group we used for a TSR performance measure used in long-term stock awards has been the Keefe, Bruyette & Woods (KBW) Nasdaq Regional Banking Index, which is publicly reported under the trading symbol KRX. The peer

  133. Pay Versus Performance

    | | 76 | 2026 PROXY STATEMENT |

  134. Pay Versus Performance

    group TSR data in column (g) relates to the KRX Index. As with column (f), for each year under column (g), the table shows the dollar value of $100 invested in a fund that exactly matches the KRX index on the last trading day of 2020 measured as of the last trading day of the year in question. All dividends are assumed reinvested, all transaction costs are assumed to be zero, and all taxes are ignored. KRX returns are market-capitalization weighted: the largest banks in the index have a much larger impact on index performance than the smallest banks. Col (h). FHN Net Income. Column (h) shows, for each year, FHN's net income as reported in our Annual Reports on Form 10-K, in the Consolidated Statements of Income appearing in Item 8 of each Report. Col (i). Company-Selected Measure: Return on average Tangible Common Equity (ROTCE). For all five of the years shown in Table PVP.1, return on average tangible common equity, or ROTCE, is the Company-Selected Measure which in FHN's assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the Table PVP.1) used by FHN to link compensation actually paid to FHN's named executive officers, for the most recently completed fiscal year, to company performance. ROTCE is the foundation for the primary driver of performance outcomes of our executive PSUs. For a given year, ROTCE is our net income available to common shareholders divided by our average (for the year) tangible common equity. Net income available to common shareholders appears in our audited Consolidated Statements of Income, and is the result of deducting Net income attributable to noncontrolling interest and Preferred stock dividends from Net income. Tangible common equity does not appear in our audited Consolidated Balance Sheets and is considered to be non-GAAP. It is calculated by deducting from Total equity the sum of: Noncontrolling interest, Preferred stock, Goodwill, and Other intangible assets. Average Tangible common equity uses the averages (for the year in question) of each of those balance sheet items. Col (i). How ROTCE is used for PSUs. For each PSU, adjusted ROTCE (explained below) for each of the three performance years was averaged and ranked against the 3-year average ROTCE reported by each bank in the KRX Index. A median ROTCE rank by FHN would result in target (100%) PSU performance before adjustment for our TSR rank. Top-quartile rank would result in top (150%) ROTCE performance, while bottom-quartile rank would result in zero payout. The categories of PSU adjustments to ROTCE are set at the time of grant; although they can change from year to year, changes in one year are not applied retroactively to earlier years. Adjustments to arrive at FHN's adjusted ROTCE are made for certain specified items, including changes in accounting principles and certain unusual or non-recurring items, such as litigation settlements. Also, income and expenses recognized for pending or completed mergers, certain divestitures, and certain other strategic events are removed from adjusted ROTCE calculations. See Performance Stock Units within the section captioned Long-Term Incentive Awards, which begins on page 56, for additional information. The ROTCE data appearing in column (i) is annual (not a three-year average), and is unadjusted.

  135. Pay Ratio of CEO to Median Employee

    Pay Ratio of CEO to Median Employee We are required to disclose a comparison of the 2025 total compensation of our CEO with that of our median-paid associate. For that purpose, we selected the median associate using total federally taxable income reported by us for 2024 to the U.S. Internal Revenue Service. The median associate was that person, employed by us at year-end 2025, whose 2024 taxable income ranked at the fiftieth percentile of all our associates other than the CEO. For this purpose, all associates included part-time and seasonal personnel as well as persons who joined us during the year. Total compensation for our CEO in 2025, calculated using the methodology reported in the Summary Compensation Table section starting on page 62, was $10,330,365. Total compensation for our median associate for 2025, calculated using the same methodology, was $83,847. The ratio of 2025 total compensation for the CEO in relation to that for the median associate is 123 to one. The information disclosed in this section was developed and is provided solely to comply with specific legal requirements. We do not use any of this information in managing our company. We do not believe this information provides shareholders with a useful mechanism for evaluating our management’s effectiveness, operating results, or business prospects, nor for comparing our company with any other in any meaningful respect.