Form 4: First Horizon CEO Gifts Shares, Corrects Ownership Data

First Horizon Corp's CEO, D. Bryan Jordan, reported a gift of 42,000 common shares and corrected previous computational errors in his beneficial ownership.

Summary

• D. Bryan Jordan, Chairman, President & CEO of First Horizon Corp (FHN), reported a disposition of 42,000 shares of common stock via a gift (transaction code 'G') on December 22, 2025, at a price of $0.
• His direct beneficial ownership of common stock increased by 36,729 shares to 821,406 shares due to a correction of a computational error.
• This error originated from an administrative mistake in calculating shares withheld for taxes in a May 2023 Form 4 filing, which subsequently understated direct ownership in all Form 4s filed through August 1, 2025.
• The reporting person's indirect beneficial interest held by a spouse decreased by 1,000 shares, as he no longer has a reportable beneficial interest in those shares owned by one of his children.
• Following these transactions and corrections, D. Bryan Jordan's total reported beneficial ownership includes 821,406 direct shares, 354,561 shares indirectly by spouse, 143,164.164 shares by Children's Trust, 5,320 shares in a 401(k) Plan, and 725,848 shares by Family Trust.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a gift reduces insider holdings, it's often for estate planning. The primary positive is the correction of past reporting errors, which improves transparency and accuracy, although the existence of the error itself is a minor negative.

Positives

• The correction of a computational error from previous filings enhances the accuracy and transparency of insider ownership reporting.
• A gift of shares by a CEO can sometimes be interpreted as a sign of confidence in the company's long-term prospects, as it often involves estate planning rather than a lack of belief in the stock.

Negatives

• The existence of a computational error that persisted across multiple Form 4 filings since May 2023 indicates a lapse in internal reporting controls that required correction.

Risks

• Historical reporting inaccuracies: The filing highlights that a computational error in beneficial ownership reporting persisted from May 2023 through August 1, 2025, which could raise questions about the robustness of internal controls over financial reporting accuracy for insider transactions.

Future Outlook

This filing is a report of past and planned insider transactions and corrections, and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity and beneficial ownership changes for a financial institution. It does not provide broader industry trends or competitive analysis, but rather focuses on individual executive holdings.

Corporate Governance

Stakeholder Impact

• Shareholders: Improved transparency regarding executive beneficial ownership due to the correction of past reporting errors. The gift transaction is a routine insider disclosure.

Key Dates

Keywords

First Horizon Corp, FHN, D. Bryan Jordan, Form 4, insider transaction, beneficial ownership, share gift, SEC filing, corporate governance