8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuantto Section 13 OR 15(d) of The Securities ExchangeAct of 1934

June 27, 2023

Date of Report (date of earliest event reported)

(Exact name of registrant as specifiedin its charter)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

First Horizon Corporation (the “Company”) has previously issued shares of its common stock, par value $0.625 per share (the “Common Stock”), to TD Falcon Preferred Holding Inc. (“TDFPH”) upon conversion of the Company’s Perpetual Convertible Preferred Stock, Series G (“Series G Preferred Stock”). In connection with the issuance of the Series G Preferred Stock, the Company entered into a securities purchase agreement with The Toronto-Dominion Bank, to which TDFPH joined as a party, that requires the Company to register the shares of Common Stock issued upon conversion of the Series G Preferred Stock. The Company registered these shares of Common Stock pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-264514), and a copy of the opinion and consent of Charles T. Tuggle, Jr., Executive Vice President and General Counsel of the Company, as to the validity of these shares of Common Stock is filed as Exhibit 5.1.

The following exhibits are filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 5.1

June 27, 2023

First Horizon Corporation,

165 Madison Avenue

Memphis, TN 38103

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of 19,742,776 shares (the “Securities”) of common stock, par value $0.625 per share, of First Horizon Corporation, a Tennessee corporation (the “Company”), I (or counsel acting under my supervision) have examined such corporate records, certificates and other documents, and such questions of law, as I (or counsel acting under my supervision) have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is my opinion that the Securities have been validly issued and are fully paid and nonassessable.

In rendering the foregoing opinion, I am not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the laws of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible.

This letter is furnished by me, solely in my capacity as General Counsel of the Company. I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated the date hereof and, through incorporation by reference, to the Company’s Registration Statement on Form S-3 (File No. 333-264514). In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Charles T. Tuggle, Jr.

Charles T. Tuggle, Jr.

Executive Vice President and General Counsel, FirstHorizon Corporation