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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
- or -
☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SECURITIES EXCHANGE ACT OF 1934
For the Transition period from __________ to__________
Commission File Number: 001-15185
fhn-20211231_g1.jpg
(Exact name of registrant as specified in its charter)
TN 62-0803242
(State or other jurisdiction
incorporation of organization)		 (IRS Employer
Identification No.)
165 Madison Avenue
Memphis,Tennessee 38103
(Address of principal executive office) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered
$.625 Par Value Common Capital Stock FHNNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series B		FHN PR BNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series C		FHN PR CNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series D		FHN PR DNew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series E		FHN PR ENew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series F		FHN PR FNew York Stock Exchange LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large Accelerated Filer☒Accelerated filer☐ Non-accelerated filer ☐
Smaller reporting company☐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.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
At June 30, 2021, the aggregate market value of registrant common stock held by non-affiliates of the registrant was approximately $9.4 billion based on the closing stock price reported for that date. At January 31, 2022, the registrant had 533,633,668 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement to be furnished to shareholders in connection with the Annual Meeting of shareholders scheduled for April 26, 2022: Part III of this Report

Auditor Name:    KPMG LLP        Auditor Location:     Memphis, TN            Auditor Firm ID: 185

EXPLANATORY NOTE
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of First Horizon Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022 (the “Original Form 10-K”).

This Amendment is being filed solely to amend the text of Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Change in Control Arrangements” to make a change conforming to the rest of the disclosures in the Original Form 10-K related to the previously announced merger of the Company with a merger subsidiary of The Toronto-Dominion Bank. This Amendment consists solely of the preceding cover page, this explanatory note, the information required by Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, Item 15. "Exhibits and Financial Statement Schedules", a signature page, and new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K. Except as described in this Explanatory Note, this Amendment does not modify, amend, or update any of the financial information or any other information set forth in the Original Form 10-K and does not otherwise reflect any events that have occurred since the filing of the Original Form 10-K.




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 1
2021 FORM 10-K/A ANNUAL REPORT
ITEM 12. SECURITY OWNERSHIP & RELATED STOCKHOLDER MATTERS
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
Table 12.1 provides information as of December 31, 2021 regarding shares of our common stock that may be issued under the following plans:
•2021 Incentive Plan ("2021 Plan")
•Equity Compensation Plan (“ECP”)
•IBERIABANK Corporation 2019 Stock Incentive Plan ("SIP")
•1997 Employee Stock Option Plan (“1997 Plan”)
•2002 and 1996 Bank Director and Advisory Board Member Deferral Plans (“Advisory Board Plans”)
•2000 Non-employee Directors’ Deferred Compensation Stock Option Plan (“2000 Directors’ Plan”)
•The following IBERIABANK Corporation plans (together with the SIP, the “IBKC Plans”): 2016 Stock Incentive Plan; and Amended and Restated 2010 Stock Incentive Plan
•The following Capital Bank Financial Corp. plans (“CBF Plans”): Capital Bank Financial Corp. 2013 Omnibus Compensation Plan; and FNB United Corp. 2012 Incentive Plan

Table 12.1
EQUITY COMPENSATION PLAN INFORMATION
As of December 31, 2021
ABC
Plan CategoryNumber of Securities to be Issued upon Exercise of Outstanding Options (1)Weighted Average Exercise Price of Outstanding Options (1)Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in Col. A)
Equity Compensation Plans Approved by Shareholders (2)4,741,471 (3)$15.5612,329,976 
Equity Compensation Plans Not Approved by Shareholders (4)239,458 (4)$20.75— (4)
Totals for A & C, wtd avg for B4,980,929 $15.8112,329,976 
(1)    The numbers of shares covered by stock options and the related option prices have been adjusted proportionately to reflect the estimated economic effects of dividends distributed in common stock effective October 1, 2008 through January 1, 2011. The cumulative compound adjustment factor related to those dividends is 20.038%.
(2)    Consists of the 2021 Plan, the ECP, the 2000 Directors’ Plans, the IBKC Plans, and the CBF Plans. The 2021 Plan was approved by shareholders in 2021 and remains active. The number of shares in Column C is entirely under the 2021 Plan; as provided in the 2021 Plan, the Col. C number includes the new/additional shares originally authorized under the 2021 Plan along with shares underlying ECP awards that have been forfeited or cancelled since the 2021 Plan was approved by shareholders, net of shares underlying 2021 Plan awards that are outstanding or have been paid. The ECP initially was approved by shareholders in 2003, most recently was re-approved in 2016, and has terminated. The 2000 Directors’ Plan was approved by shareholders in 2000, and has terminated. The IBKC Plans were approved by IBKC's shareholders in 2005, 2020, 2011, 2014, 2016, and 2019, and all have terminated. FHN and IBKC closed a merger-of-equals transaction in 2020, as a result of which FHN became the plan sponsor for the IBKC Plans and their awards. The CBF Plans were approved by shareholders of CBF or certain other predecessor companies, and all have terminated. FHN merged with CBF in 2017, as a result of which FHN became the plan sponsor for the CBF Plans and their awards. "Terminated" means no new awards may be granted under the plan.
(3)    Consists entirely of outstanding options issued under terminated plans approved by shareholders, 30,733 of which directly or indirectly were issued in connection with non-employee director cash deferrals of approximately $0.3 million.
(4)    Consists of the 1997 Plan and the Advisory Board Plans, all of which have terminated. These outstanding options were issued directly or indirectly in connection with associate and advisory board cash deferrals of approximately $2.6 million.





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 2
2021 FORM 10-K/A ANNUAL REPORT
ITEM 12. SECURITY OWNERSHIP & RELATED STOCKHOLDER MATTERS
Only the 2021 Plan permits new awards to be granted; all other plans have terminated. At December 31, 2021, there were no shares issuable upon exercise of outstanding options under the 2021 Plan, and the total number of shares issuable upon exercise of outstanding options under the terminated plans was 4,980,929 shares.
Shares covered by outstanding options are shown in column A of Table 12.1. Outstanding equity awards other than options ("full-value awards"), consisting of unpaid stock units and restricted stock, are not included in any column in that Table. In total, 9,296,888 shares are covered by unpaid full-value awards, all granted under the 2021 Plan, the ECP, or the SIP. Of those, 8,714,844 are covered by unvested awards, and 582,044 are covered by awards that have vested but are subject to an unfulfilled mandatory deferral period. In addition, there are 227,830 fully vested deferral stock units outstanding that are the result of previously exercised options under terminated plans for which the receipt of the shares was deferred by the associate.
Column C of Table 12.1 presents the total number of shares available for new awards under the 2021 Plan at December 31, 2021, assuming eventual full exercise or vesting of all shares covered by awards outstanding on that date. The 2021 Plan permits the grant of options and full-value awards, as well as stock appreciation rights (none of which have been granted).
Of the options outstanding at December 31, 2021 (the total under column A), approximately 5% were issued directly or indirectly in connection with associate and director cash deferral elections. We received over many years a total of approximately $2.5 million in associate cash deferrals and $0.4 million in non-employee director and advisory board retainer and meeting fee deferrals related to outstanding deferral options. The opportunity to defer portions of compensation in exchange for options has not been offered to associates, directors, or advisory board members since 2004.
Description of Equity Compensation Plans Not Approved by Shareholders
The 1997 Plan
The 1997 Plan was adopted by the Board of Directors in 1996 and terminated in 2007. The 1997 Plan authorized the grant of nonqualified stock options.
Options were granted under the 1997 Plan prior to its termination pursuant to a management option program, covering a wide range of management-level associates. The last management options granted under the 1997 Plan, with seven-year terms, expired in 2014. However, prior to 2005 certain associates could elect to defer a portion of their annual compensation into stock options under the 1997 Plan. Many deferral options had 20-year terms, and they are the only options still outstanding under the 1997 Plan.
All deferral options granted under the 1997 Plan had an exercise price discounted from grant date fair market value: the aggregate exercise price plus the aggregate compensation foregone equaled the aggregate grant date fair market value. Options could be exercised using shares of FHN stock to pay the option price. When an option was exercised with shares, the option holder sometimes received a new (reload) option grant priced at then-current market (without a discount), covering the remainder of the deferral option's term.
As of December 31, 2021, options covering 232,254 shares of our common stock were outstanding under the 1997 Plan, no shares remained available for future option grants, and options covering 21,027,943 shares had been exercised during the life of the plan. The 1997 Plan was filed most recently as Exhibit 10.2(d) in our Form 10-Q for the quarter ended June 30, 2009.
The Advisory Board Plans
The Advisory Board Plans were adopted by the Board of Directors in 2001 and 1996, and terminated in 2005 and 2002, respectively.
Options granted under the Advisory Board Plans were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not associates. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the grant date. The options were vested at the grant date. Those granted on or before January 2, 2004 had terms of twenty years, and are the only options still outstanding.
As of December 31, 2021, options covering 7,204 shares of our common stock were outstanding under the Advisory Board Plans, no shares remained available for future option grants, and options covering 90,097 shares had been exercised during the life of the Plans. The Advisory Board Plans were included as Exhibits 10.1(f) and 10.1(g) to our Form 10-Q for the quarter ended June 30, 2009. At the time this report is filed, all options outstanding under the 1996 Advisory Board Plan at December 31, 2021 have either expired or been exercised.


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 3
2021 FORM 10-K/A ANNUAL REPORT
ITEM 12. SECURITY OWNERSHIP & RELATED STOCKHOLDER MATTERS
Beneficial Ownership of Corporation Stock
The information required for this Item pursuant to Item 403(a) and (b) of Regulation S-K is presented in our 2022 Proxy Statement under the heading Stock Ownership
Information. That information is incorporated into this Item by reference.
Change in Control Arrangements
The information presented in Item 1 under the caption 2022 Merger Agreement with Toronto-Dominion Bank,
which begins on page 15 of the Original Form 10-K, is incorporated into this Item by reference.



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 4
2021 FORM 10-K/A ANNUAL REPORT
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES

Item 15.    Exhibits and Financial Statement Schedules
Financial Statements & Related Reports
See Table 15.1 and the related narrative in the Original Form 10-K.

Financial Statement Schedules
Not applicable.
Exhibits
In the exhibit table that follows: the “Filed Here” column denotes each exhibit which is filed or furnished (as applicable) with this report; the “Mngt Exh” column denotes each exhibit that represents a management contract or compensatory plan or arrangement required to be identified as such; the “Furnished” column denotes each exhibit that is “furnished” pursuant to 18 U.S.C. Section 1350 or otherwise, and is not “filed” as part of this report or as a separate disclosure document; and the phrase “2021 named executive officers” refers to those executive officers whose 2021 compensation is described in our 2022 Proxy Statement. All references to “First Horizon National Corporation” or to "First Tennessee National Corporation" refer to us, under previous corporate names.
In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.


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 5
2021 FORM 10-K/A ANNUAL REPORT
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table 15.2
10-K EXHIBIT TABLE
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
Corporate Exhibits
2.110-K 20212.13/1/2022
3.18-K3.17/30/2021
3.28-K3.212/1/2020
4.18-K4.17/2/2020
4.28-K4.17/2/2020
4.38-K4.27/2/2020
4.48-K4.27/2/2020
4.58-K4.37/2/2020
4.68-K4.37/2/2020
4.78-K4.15/28/2020
4.88-K4.25/28/2020
4.98-K4.15/28/2020
4.108-K4.15/03/2021
4.118-K4.25/03/2021
4.128-K4.15/03/2021
4.1310-Q
2Q21		4.48/5/2021
4.14FHN agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument defining the rights of the holders of the senior and subordinated long-term debt of FHN and its consolidated subsidiaries
Equity-Based Award Plans
10.1 (a)XProxy 2021App. A3/15/2021
10.1 (b)XProxy 2016App. A3/14/2016
10.1 (c)X10-K 202010.1(b)2/25/2021
10.1 (d)X10-K 202010.1(c)2/25/2021


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 6
2021 FORM 10-K/A ANNUAL REPORT
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
10.1 (e)X10-K 202010.1(d)2/25/2021
10.1 (f)X10-Q
2Q09		10.2(d)8/6/2009
10.1 (g)X10-Q
2Q09		10.1(e)8/6/2009
Performance-Based Equity Award Documents
10.2 (a)X10-Q
1Q16		10.65/6/2016
10.2 (b)X10-Q
1Q19		10.15/8/2019
10.2 (c)X10-Q
1Q20		10.15/8/2020
10.2 (d)X10-Q
1Q21		10.15/6/2021
Stock Option Award Documents
10.3 (a)X10-Q
2Q17		10.18/8/2017
10.3 (b)X10-K
2004		10.5(e)3/14/2005
10.3 (c)X10-K
2006		10.5(o)2/28/2007
10.3 (d)X10-Q 1Q1510.25/7/2015
10.3 (e)X10-Q 1Q1610.25/6/2016
10.3 (f)X10-Q 1Q1610.55/6/2016
10.3 (g)X10-Q 1Q1710.25/8/2017
10.3 (h)X10-Q 1Q1810.25/8/2018
10.3 (i)X10-Q 1Q1910.25/8/2019
10.3 (j)X10-Q 1Q2010.25/8/2020
10.3 (k)X10-K 202010.3(l)2/25/2021
Other Equity-Based Award Documents
10.4 (a)X10-Q 1Q1910.35/8/2019
10.4 (b)X10-Q 1Q2010.35/8/2020
10.4 (c)X10-Q 1Q2110.25/6/2021
10.4 (d)X10-Q 1Q2110.35/6/2021
10.4 (e)X10-K 201910.4(e)2/28/2020
10.4 (f)X10-K 202010.4(f)2/25/2021
10.4 (g)X10-Q 1Q2110.45/6/2021
Management Cash Incentive Plan Documents


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 7
2021 FORM 10-K/A ANNUAL REPORT
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
10.5 (a)X8-K10.110/27/2021
10.5 (b)XProxy 2016App B3/14/2016
Other Exhibits relating to Employment, Retirement, Severance, or Separation
10.6 (a)X8-K10.7(a2)2/26/2007
10.6 (b)X10-Q
3Q07		10.7(a4)11/7/2007
10.6 (c)X10-Q
3Q07		10.7(a5)11/7/2007
10.6 (d)X8-K10.211/24/2008
10.6 (e)X8-K10.11/29/2021
10.6 (f)X10-Q 3Q0710.7(e)11/7/2007
10.6 (g)X10-K
2009		10.7(d2)2/26/2010
10.6 (h)X10-Q 3Q1110.211/8/2011
10.6 (i)X8-K10.17/17/2012
10.6 (j)X8-K10.111/7/2019
10.6 (k)X8-K10.211/7/2019
10.6 (l)X10-K 202010.6(l)2/25/2021
10.6 (m)X10-K 202010.6(m)2/25/2021
10.6 (n)X8-K99.111/7/2019
10.6 (o)X10-K 202010.6(o)2/25/2021
10.6 (p)X8-K10.17/2/2020
10.6 (q)X8-K10.19/30/2021
10.6 (r)X8-K10.111/9/2021
Documents Related to Other Deferral Plans and Programs
10.7 (a)X10-Q 2Q1710.48/8/2017
10.7 (b)X10-Q 3Q0710.1(a3)11/7/2007
10.7 (c)X10-Q 3Q2110.111/5/2021
10.7 (d)X10-K
2018		10.7(d)2/28/2019


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 8
2021 FORM 10-K/A ANNUAL REPORT
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Exh NoDescription of Exhibit to this 10-K ReportFiled HereMngt ExhFurn-ishedIncorporated by Reference to
FormExh NoFiling Date
10.7 (e)X10-Q 3Q0710.1(c)11/7/2007
10.7 (f)X8-K10(z)1/3/2005
Other Exhibits related to Management or Directors
10.8 (a)X10-Q 3Q0610.811/8/2006
10.8 (b)X10-K 202010.8(b)2/25/2021
10.8 (c)X10-Q 2Q1710.28/8/2017
10.8 (d)X10-Q 2Q1710.38/8/2017
10.8 (e)X8-K10.44/28/2008
10.8 (f)X8-K10.54/28/2008
10.8 (g)X10-K 202110.8(g)3/1/2022
10.8 (h)X10-K 202110.8(h)3/1/2022
Other Exhibits
1410-K
2008		142/26/2009
2110-K 2021213/1/2022
2310-K 2021233/1/2022
2410-K 2021243/1/2022
31(a)10-K 202131(a)3/1/2022
31(b)10-K 202131(b)3/1/2022
31(c)X
31(d)X
32(a)X10-K 202132(a)3/1/2022
32(b)X10-K 202132(b)3/1/2022
XBRL Exhibits
104Cover Page Interactive Data File, formatted in Inline XBRLX


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2021 FORM 10-K/A ANNUAL REPORT
SIGNATURES
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No.1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
    
 FIRST HORIZON CORPORATION                            
Date: March 4, 2022
 By: 
/s/ Hope Dmuchowski
 Name: 
Hope Dmuchowski
 Title: Senior Executive Vice President and Chief Financial Officer
  (Duly Authorized Officer and Principal Financial Officer)









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2021 FORM 10-K/A ANNUAL REPORT