Our Board of Directors is soliciting proxies to be voted at our upcoming annual meeting of the holders of First Horizon’s common stock (and at any adjournment or adjournments of the meeting). At the meeting, our

The annual meeting of the holders of our common stock will be held on Tuesday, April 28, 202026, 2022 at 10:8:00 a.m. local timeCentral Time in the Auditorium atof the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee

You will need proof of your share ownership acceptable to the company (such as an appropriate brokerage statement if you hold your shares through a broker) and a form of valid photo identification (or other identification acceptable to the company). If you do not have proof of ownership and acceptable identification, you may not be admitted to the Annual Meeting. If you are the legal representative of a shareholder, you must also bring a letter from the shareholder certifying (a) the beneficial ownership you represent and (b) your status as a legal representative. We will determine in our sole discretion whether the documents presented for admission meets the above requirements.

In this proxy statement, First Horizon National Corporation is referred to by the use of “we,” “us” or similar pronouns, or simply as “FHN” or “First Horizon,” and First Horizon and its consolidated subsidiaries are referred to collectively as “the company.” First Horizon and IBERIABANK Corporation completed a merger of equals in 2020. IBERIABANK Corporation is referred to in this proxy statement by the use of “IBKC.” The term “shares” means

We use the SEC’s “notice and access” rule, which allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 16, 2020,14, 2022, we sent to most of our shareholders by mail or e-mailemail a notice of internet availability of proxy materials, which contains instructions

If you received a paper copy of the notice, we encourage you to help us save money and reduce the environmental impact of delivering paper notices by signing up to receive all of your future proxy materials electronically.

If you own shares of common stock in more than one account—for example, in a joint account with your spouse

The First Horizon Board of Directors is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of our common stock at the annual meeting of shareholders in the manner you direct. Giving us your proxy allows your shares to be voted even if you do not attend the annual meeting in person.meeting. You may revoke your proxy at any time before it is exercised by writing to the Corporate Secretary, by timely delivering a properly executed, later-dated proxy (including by telephone or internet) or by voting by ballot at the meeting. All shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted in the manner specified on the proxy.If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors as follows:

First Horizon will pay the entire cost of soliciting the proxies. In following up the original solicitation of the proxies, we may request brokers and others to send proxy materials to the beneficial owners of the shares and may reimburse them for their expenses in so doing. If we deem it necessary, we may also use several of our employeesassociates to solicit proxies from the shareholders, either personally or by telephone, letter or e-mail,email, for which they will receive

Except for our depositary shares (each representing a 1/4000thfractional interest in a share of one of the several series of our non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013)stock), which have limited voting rights and no right to vote at the annual meeting, our common stock is our only class of voting securities. There were 311,787,579533,968,325 shares of common stock outstanding and entitled to vote as of February 28, 2020,25, 2022, the record date for the annual meeting.

adopted a director resignation policy that requires a director who does not, in an uncontested election, receive the affirmative vote of a majority of the votes cast with respect to his or her election to tender his or her resignation. For additional information on our director resignation policy, see the summary of the policy under Director Resignation and Retirement Policiesin the “Corporate Governance & Board Matters” sectionVote Item 1 of this proxy statement, beginningwhich begins on page 10.36. The policy is also contained in our Corporate Governance

Shares Held in Street Name.If you hold your shares in street name it is critical that you instruct your broker or bank how to vote if you want your vote to count in the election of directors and the advisory resolution to approve executive compensation (vote items 1 and 23 of this proxy statement). Under current regulations, your broker or bank will not have the ability to vote your uninstructed shares in these matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your broker or bank how to vote, no votes

Duplicate mailings in most cases are inconvenient for you and an unnecessary expenditure for us. We encourage you to eliminate them whenever you can as described below.

Multiple Accounts. Some of our shareholders own their shares using multiple accounts registered in variations of the same name. If you have multiple accounts, we encourage you to consolidate your accounts by having all your shares registered in exactly the same name and address. You may do this by contacting our stock transfer agent, Equiniti Trust Company (EQ), by phone toll-free at 1-877-536-3558, or by mail to EQ Shareowner Services, P.O. Box 64854, St. Paul, MN 55164-0854.

Shares Held in Street Name. If you and other members of your household are beneficial owners of shares, meaning that you own shares indirectly through a broker, bank, or other nominee, you may eliminate any duplication of mailings by contacting your broker, bank, or other nominee. If you have eliminated duplicate mailings but for any reason would like to resume them, you must contact your broker, bank, or other nominee.

Shareholders with the Same Address; Requesting Changes. If you are among the shareholders who receive paper copies of our proxy materials, SEC rules allow us to mail a single copy of those materials to all shareholders residing at the same address if certain conditions are met. This practice is referred to as

Our principal business is providing financial services to our clients. Although many financial services can be delivered through technology today, we believe that our clients’ experience with our associates is a critical way we differentiate our company from our competitors. Specifically, we ask our associates to strive consistently to anticipate and respond to client needs and exceed client expectations.

For this “differentiated experience” strategy to succeed, we have to build and nurture a diverse, equitable and inclusive workplace culture that strives to attract, hire, and retain the best people available by compensating and treating them fairly; ensuring that they have opportunities for professional growth and advancement; supporting them with appropriate workplace resources and training; promoting constructive collegiality and a sense of workplace community; encouraging innovation and the development of better ways to address business challenges; recognizing associate achievements, both great and small; and promoting behaviors that provide clients with best-in-class service. At First Horizon, we call this culture “Firstpower.”

As the post-merger integration process has progressed, Firstpower has evolved to incorporate the best aspects of both organizations into the culture of our company. We have developed the following Purpose and Values to guide our associates on our core values and philosophies.

Our Purpose: First Horizon’s purpose is to help our clients unlock their full potential with capital and counsel.

Our Values:

The full Board oversees the company’s DEI strategy and receives periodic reports from management on our DEI efforts.

At December 31, 2021, First Horizon had:

Our ESG journey is ongoing. We have made progress since the IBKC merger, with several enhancements to our overall ESG practices completed or in progress as described in the chart and narrative on the following pages. We will continue to focus on the ESG issues that

Governance. In accordanceApril 2021, First Horizon hired an Environmental, Social and Governance Officer and began work on a more formalized ESG strategy for our company. We adopted our first ESG strategy and pillars, identified near-term priorities, and incorporated climate risk into our statement of risk appetite. The Board charged the Nominating & Corporate Governance Committee with

risks and opportunities. Management responsibility was delegated to the ESG Officer, working under the oversight of the Chief Communications Officer. We also established a Corporate Social Responsibility working group and task forces under the leadership of our Chief Communications Officer to review, direct and guide the company’s ESG efforts. Finally, we engaged advisors to help guide our ESG strategy. Going forward, we plan to engage with our Bylaws,advisors, the CSR working group and the various task forces to establish qualitative and quantitative measurements to track and monitor ESG progress and to further develop our ESG pillars and operationalize solutions. We are also working to incorporate climate risk throughout our risk management processes and policies.

Environmental. In 2021, First Horizon is managed underestablished a roadmap and framework to achieve our sustainability goals and hired a climate scientist to advise the direction ofcompany and all corporate powers are exercised by or under the authority of our Board of Directors. Our Board of Directors currently has fourteen members. Allon environmental matters. In addition to opportunities, we are aware of the challenges a changing climate could pose for our business, clients and communities and continue to evaluate these and incorporate them into our risk management framework. We also completed an initial analysis of climate risk exposure in our loan portfolio and became a styrofoam free workplace. Going forward, we plan to work with the environmental task force, corporate properties and procurement to assess cost save opportunities and identify measures to improve the resource efficiency of our directorsfootprint and activities.

Social. Under the leadership of Dr. Anthony C. Hood, our Chief Diversity, Equity & Inclusion (“DEI”) Officer, First Horizon participated in the W.K. Kellogg Foundation’s Expanding Equity program, which is designed to increase diversity, equity and inclusion in corporate America. In addition, our Executive Management Committee participated in a two-day intensive DEI training at the National Civil Rights Museum’s Corporate Equity Center. Under Dr. Hood’s oversight, we will continue to focus on infusing DEI into our programs and activities, internally

We are also directorscommitted to ongoing dialogue with our shareholders, and in the fourth quarter of First Tennessee Bank National Association (the “Bank” or “FTB”).2021 we contacted shareholders representing 54% of our outstanding common shares to offer to engage with them and solicit feedback on areas of interest to them regarding corporate governance.

Lead director Colin Reed, Compensation Committee Chair Rick Maples and members of the legal, compensation, investor relations and ESG teams subsequently held discussions with representatives of firms holding about 18% of our outstanding common shares. The Bank iscomments

First Horizon is dedicated to operating in accordance with sound corporate governance principles. We believe that these principles not only form the basis for our reputation of integrity in the marketplace but also are essential to our

Our Board has adopted the following key corporate governance documents. All of these are available, along with several other governance documents, such as our compensation recovery policy, stock ownership guidelines, and committee charters, on our website at www.firsthorizon.comhttps://ir.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Paper copies are also available to shareholders upon request to the Corporate Secretary.

Corporate Governance Guidelines.The Guidelines provide our directors with guidance as to their legal accountabilities, promote the functioning of the Board and its committees, and set forthestablish a common set of

financial information and compliance with applicable governmental laws, rules and regulations by our senior financial officers and other employeesassociates who have financial responsibilities. We intend to satisfy our disclosure obligations under Item 5.05 of Form 8-K related to amendments or waivers of the Code of Ethics for Senior Financial Officers by posting such information on our website.

First Horizon has a policy that prohibits all “pre-clearance persons” from engaging in any activity that hedges an economic interest in First Horizon or Bank stock, unless approved by the CEO or General Counsel, or a designee, in accordance with the policy. To date, no such approval has been granted. For this purpose, a hedge includes any transaction, position, or financial instrument which offsets or ameliorates any decrease in the market value of First Horizon or Bank stock beneficially owned by the pre-clearance person, including any shares owned directly or indirectly as well as any unvested, deferred, or otherwise restricted stock-based awards. “Pre-clearance persons” consist of all executive officers, all First Horizon and Bank directors, all membersThe Audit Committee of the

First Horizon, made several enhancements to its environmental, socialthe Bank and governance practices between late 2018 and early 2020. These are outlined below.

Adoptionthe subsidiaries of human rights statement and social issues statements (2020).First Horizon’s human rights statement reflects our respect for individual human rights and commitment to operate our companyeach, as applicable, have entered into lending transactions and/or other banking or financial services transactions in an environment where everyone is treated with dignity. Our other social issues statements address other areasthe ordinary course of shareholder and stakeholder concern, including diversity and inclusion and data privacy and cybersecurity.

Adoption of code of conduct for suppliers (2020).This code establishes the business conduct expectations for the company’s suppliers (i.e., third parties that provide goods or services to First Horizon). First Horizon expects its suppliers to comply with applicable laws and regulations and act ethically in all matters related to doing business with our executive officers, directors, nominees, their immediate family members and affiliated entities, and the company.

Adoptionpersons of proxy access (2019).Our proxy access bylaw allows a shareholder or group of up to 20 shareholderswhich we are aware that has held at least 3%beneficially own more than five percent of our common stock, and we expect to have such transactions in the future. Such transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those

In accordance with our Bylaws, First Horizon is managed under the direction of and all corporate powers are exercised by or under the authority of our Board of Directors. Our Board of Directors currently has 17

Our common stock is listed on the New York Stock Exchange. The NYSE listing standards require a majority of our directors and all of the members of the Audit, Compensation, Committee, theand Nominating & Corporate Governance Committee and the Audit CommitteeCommittees of the Board of Directors to be independent as defined in the listing standards. Under these standards, our Board of Directors is required to determine affirmatively that a director has no material relationship with the company for that director to qualify as independent. In order to assist in making independence determinations, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, has adopted the categorical standards set forth below. In making its independence determinations, each of the Board and the Nominating & Corporate Governance Committee considered the relationships between each director and the company, including those that fall within the categorical standards. In addition, the NYSE listing standards require that the Board specifically consider certain factors in determining the independence of any director who will serve on the Compensation Committee. These factors are described under the heading “TheThe Compensation Committee—In General” General below in this proxy

With respect to each director who is identified above as independent under the NYSE listing standards, the Board considered the following types or categories of transactions, relationships or arrangements in determining the director’s independence under the NYSE standards and our categorical standards.

terms and conditions as those prevailing at the time for comparable transactions with non-affiliated persons, of the following products and services to the company: package delivery and print services (Mr. Subramaniam); hotel lodging for business travel by associates of the company (Mr. Reed); venues for business development and for holding seminars and other corporate functions (Mr. Reed); restaurant meals for business purposes (Mr. Reed); and title insurance and related loan services (Mr. Casbon).

Each of the following relationships between the Corporation (as defined below) and its subsidiaries, on the one hand, and a director, an immediate family member of a director, or a company or other entity as to which the director or an immediate family member is a director, executive officer, employee or shareholder (or holds a similar position), on the other hand, will be deemed to be immaterial and therefore will not preclude a determination by the Board of Directors that the director is independent for purposes of the NYSE listing standards:

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Board Leadership Structure & Role in Risk Oversight

Evolution of Leadership Structure

Current Leadership Structure

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In the fourth quarter of 2019 we announced a merger of equals transaction with IBERIABANK Corporation (“IBKC”). If the proposed merger is consummated, the merger agreement provides that Mr. Jordan will continue to serve as President and Chief Executive Officer of the combined company and the combined bank, and Daryl G. Byrd, current President and Chief Executive Officer of IBKC, will become the Executive Chairman of the Boards of Directors of the combined company and the combined bank until the second anniversary of the closing date (or any such earlier date as of which Mr. Byrd ceases for any reason to serve in the position of Executive Chairman). At that time Mr. Jordan will succeed Mr. Byrd as the Chairman of the Boards of Directors of the combined company and the combined bank. The merger agreement also provides that until Mr. Jordan succeeds Mr. Byrd as Chairman of the Board of Directors of the combined company and the combined bank, the Lead Director of the Boards of Directors of the combined company and the combined bank will be an independent director chosen by the continuing First Horizon directors from among the continuing First Horizon directors. Following the date on which Mr. Jordan succeeds Mr. Byrd as Chairman and until the third (3rd) anniversary of the closing date, the Lead Director will be an independent director chosen by the majority of the continuing IBKC directors from among the continuing IBKC directors, and thereafter will serve in that capacity until replaced by a majority vote of the entire Board of Directors of the combined company.

As stated in our Corporate Governance Guidelines, oversight of risk management is central to the role of the Board. Our Board provides continuous oversight of overall risks, with emphasis on strategic risks and those related to reputation and corporate social responsibility. The Board reviews and approves our statement of risk appetite,

primary responsibility for enterprise risk management oversight (including oversight of information security risk) to the Executive & Risk Committee. The role of that Committee, as well as that of the Audit, Compensation and TrustNominating & Corporate Governance Committees, is outlined below. Each of these committees and the full Board receive regular reports from management regarding the company’s risks, and each committee reports regularly to the full Board concerning risk.

The Executive & Risk Committee’s charter authorizes and directs the Committee to assist the Board in its oversight of (i) the establishment and operation of our enterprise risk management framework, including policies and procedures establishing risk management governance, risk management procedures, risk control infrastructure, and processes and systems for implementing and monitoring compliance with the framework with respect to the management of credit, market, operational, liquidity, interest rate sensitivity, capital and equity investment risks, including emerging risks, (ii) the adoption, implementation and periodic review of significant risk management and compliance policies and (iii) our risk appetite statement. In fulfilling its risk responsibilities, the Board delegated the following duties to the Committee: to review periodically and recommend to the Board the risk appetite parameters to be employed by management in operating the company; to receive information on our business practices, policies and procedures related to the risks listed above; to monitor results to ensure alignment with First Horizon’s risk appetite; to review periodic risk and compliance reports from the Chief Risk Officer and the Chief Credit Officer, including reports on major risk exposures and steps taken to monitor, mitigate and control such exposures; to review periodically with management regulatory correspondence and actions; to review and approve First Horizon’s stress testing program and results; and to establish (or recommend to the Board the establishment of) risk management and compliance policies and periodically review such policies, as appropriate. The reports from the Chief Risk Officer referred to above take place on a quarterly basis and include information on information security (including cybersecurity) risk and the steps taken to monitor, mitigate and control it. The Committee’s charter specifically states that the Committee may meet separately in executive session with the Chief Risk

relating to (i) appropriate management of the risks associated with incentive compensation programs or arrangements or (ii) public, regulatory, or other reporting associated with such risks, programs or arrangements. Additional information about the Committee’s role in risk management is included under the heading “The Compensation Committee—Risk within The Compensation Risk”Committee, which begins on page 26.23.

The Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive & Risk Committee, the Information Technology Committee and the Nominating &  Corporate Governance Committee. The charter of each of these committees is currently available on our website at www.firsthorizon.comhttps://ir.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”) (and a copy of the Nominating & Corporate Governance Committee charter is attached as Appendix A to this proxy statement). Paper copies are available to shareholders upon request to the Corporate Secretary. The Audit, Committee, the Compensation, Committee, and the Nominating & Corporate Governance CommitteeCommittees are each

Audit Committee

The Audit Committee

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Compensation Committee

The Compensation Committee

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The Executive & Risk Committee

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The Information Technology Committee

The Nominating & Corporate Governance Committee

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Compensation Committee Interlocks & Insider Participation

Board & CommitteeDirector Meeting Attendance

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Executive Sessions of the Board

Communication with the Board of Directors

Approval, Monitoring & Ratification Procedures for Related Party Transactions