Proposal to approve the merger agreement (the “IBKC merger proposal”).

Proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid by IBKC to its named executive officers in connection with the merger (the “IBKC compensation proposal”).

Proposal to adjourn the IBKC special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the IBKC merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of IBKC common stock (the “IBKC adjournment proposal”).

Proposal to approve the merger agreement (the “First Horizon merger proposal”).

Proposal to approve the amendment of the restated charter of First Horizon (the “First Horizon charter”) to effect an increase in the number of authorized shares of First Horizon common stock from 400,000,000 to 700,000,000 (the “First Horizon charter amendment proposal”).

Proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid by First Horizon to its named executive officers in connection with the merger (the “First Horizon compensation proposal”).

Proposal to adjourn the First Horizon special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the First Horizon merger proposal and/or the First Horizon charter amendment proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of First Horizon common stock (the “First Horizon adjournment proposal”).

“First Horizon” refers to First Horizon National Corporation;

“First Horizon charter amendment” refers to the proposed amendment of the First Horizon charter to effect an increase in the number of authorized shares of First Horizon common stock from 400,000,000 to 700,000,000;

“First Horizon common stock” refers to the common stock of First Horizon, par value $0.625 per share;

“First Horizon preferred stock” refers to the perpetual preferred stock, Series A, no par value, of First Horizon;

“IBKC” refers to IBERIABANK Corporation;

“IBKC common stock” refers to the common stock of IBKC, par value $1.00 per share;

“IBKC depositary shares” refers to the depositary shares each representing a 1/400th interest in a share of the applicable series of IBKC preferred stock;

“IBKC preferred stock” refers to, collectively, IBKC series B preferred stock, IBKC series C preferred stock and IBKC series D preferred stock;

“IBKC series B preferred stock” refers to the 6.625% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series B, par value $1.00, of IBKC; “IBKC series C preferred stock” refers to the 6.60% Fixed-to-Floating Non-Cumulative Perpetual Preferred stock, Series C, par value $1.00, of IBKC; “IBKC series D preferred stock” refers to the 6.100% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, series D, par value $1.00, of IBKC;

“rollover First Horizon preferred stock” refers to all of the following: “First Horizon series B preferred stock,” the perpetual preferred stock, series B, no par value, of First Horizon; “First Horizon series C preferred stock,” the perpetual preferred stock, series B, no par value, of First Horizon; and “First Horizon series D preferred stock,” the perpetual preferred stock, series D, no par value, of First Horizon;

“rollover First Horizon depositary shares” refers to the depositary shares each representing a 1/400th interest in a share of the applicable series of rollover First Horizon preferred stock and

“shareholders” or “holders” refers to holders of shares of the capital stock of First Horizon, IBKC or the combined company (as defined below), as the context suggests.

Why am I receiving this joint proxy statement/prospectus?

You are receiving this joint proxy statement/prospectus because First Horizon and IBKC have agreed to combine their companies in a merger of equals structured through a merger of IBKC with and into First Horizon (the “merger”), with First Horizon as the surviving entity (the “combined company” or “First Horizon,” as the case may be). A copy of the Agreement and Plan of Merger, dated as of November 3, 2019, by and between First Horizon and IBKC (the “merger agreement”) is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Following the completion of the merger, IBERIABANK, a subsidiary of IBKC, will merge with and into First Horizon Bank (the “bank merger”), a

holders of First Horizon common stock must approve the merger agreement (the “First Horizon merger proposal”);

holders of First Horizon common stock must approve the proposed amendment of the restated charter of First Horizon (the “First Horizon charter”) to effect an increase in the number of authorized shares of First Horizon common stock from 400,000,000 to 700,000,000 (the “First Horizon charter amendment proposal”); and

holders of IBKC common stock must approve the merger agreement (the “IBKC merger proposal”).

In the merger, IBKC will merge with and into First Horizon. Each share of IBKC common stock issued and outstanding immediately prior to the effective time of the merger (the “effective time”) (other than certain shares held by First Horizon or IBKC) will be converted into the right to receive 4.584 shares (the “exchange ratio” and such shares, the “merger consideration”) of First Horizon common stock. After completion of the merger, IBKC will no longer be a public company, and IBKC common stock and IBKC depositary shares will be delisted from The NASDAQ Stock Market LLC (“NASDAQ”), will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will cease to be publicly traded. Holders of First Horizon common stock will continue to own their existing shares of First Horizon common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 144 and the merger agreement for more information about the merger.

The First Horizon special meeting will be held at First Horizon Building M-Level Auditorium 165 Madison Avenue Memphis, TN 38103, on April 24, 2020 at 10:00 AM local time.

The IBKC special meeting will be held at IBERIABANK, 601 Poydras Street, 20th Floor, New Orleans, Louisiana 70130, on April 24, 2020 at 10:00 AM local time.

Even if you plan to attend your respective company’s special meeting, First Horizon and IBKC recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting. Shares held in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares.

What matters will be considered at each of the special meetings?

At the First Horizon special meeting, holders of First Horizon common stock will be asked to consider and vote on the following proposals:

First Horizon Proposal 1: The First Horizon merger proposal. Approval of the merger agreement;

First Horizon Proposal 2: The First Horizon charter amendment proposal. Approval of the amendment to First Horizon’s charter to effect an increase in the number of authorized shares of First Horizon common stock from 400,000,000 to 700,000,000, effective only upon completion of the merger;

At the IBKC special meeting, holders of IBKC common stock will be asked to consider and vote on the following proposals:

IBKC Proposal 1: The IBKC merger proposal. Approval of the merger agreement;

IBKC Proposal 2: The IBKC compensation proposal. Approval of, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid by IBKC to its named executive officers in connection with the merger; and

IBKC Proposal 3: The IBKC adjournment proposal. Approval of the adjournment of the IBKC special meeting to solicit additional proxies (i) if there are not sufficient votes at the time of the IBKC special meeting to approve the IBKC merger proposal or (ii) if necessary or appropriate, to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of IBKC common stock.

What will holders of IBKC common stock receive in the merger?

In the merger, holders of IBKC common stock will receive 4.584 shares of First Horizon common stock for each share of IBKC common stock held immediately prior to the completion of the merger. First Horizon will not issue any fractional shares of First Horizon common stock in the merger. Holders of IBKC common stock who would otherwise be entitled to a fractional share of First Horizon common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average closing-sale price per share of First Horizon common stock for the consecutive period of five (5) trading days immediately preceding (but not including) the day on which the merger is completed (the “First Horizon closing share value”) by the fraction of a share (rounded to the nearest thousandth when expressed in decimal) of First Horizon common stock that such shareholder would otherwise be entitled to receive.

What will holders of IBKC preferred stock receive in the merger?

In the merger, each share of IBKC series B preferred stock, IBKC series C preferred stock and IBKC series D preferred stock, in each case issued and outstanding immediately prior to the effective time and excluding dissenting shares, will be converted into the right to receive one (1) share of First Horizon series B preferred stock, First Horizon series C preferred stock and First Horizon series D preferred stock, respectively.

What will holders of IBKC depositary shares receive in the merger?

In the merger, each outstanding IBKC depositary share (other than IBKC depositary shares in respect of dissenting shares of IBKC preferred stock) will become a rollover First Horizon depositary share and will represent a 1/400th interest in a share of the applicable series of rollover First Horizon preferred stock, which will have terms that are the same as the terms of the applicable series of outstanding IBKC preferred stock. Upon completion of the merger, First Horizon will assume the obligations of IBKC under the applicable deposit agreements. For more information, see “Description of Rollover First Horizon Preferred Stock” beginning on page 176.

What will holders of First Horizon common stock receive in the merger?

In the merger, holders of First Horizon common stock will not receive any consideration, and their shares of First Horizon common stock will remain outstanding and will constitute shares of the combined company. Following the merger, shares of First Horizon common stock will continue to be traded on the New York Stock Exchange (“NYSE”).

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

Yes. Although the number of shares of First Horizon common stock that holders of IBKC common stock will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for First Horizon common stock. Any fluctuation in the market price of First Horizon common stock will change the value of the shares of First Horizon common stock that holders of IBKC common stock will receive. Neither First Horizon nor IBKC is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of First Horizon common stock or IBKC common stock.

How will the merger affect IBKC equity awards?

With respect to IBKC equity awards granted prior to the execution of the merger agreement, unless otherwise mutually agreed by the parties and a holder of any such IBKC equity award, at the effective time:

each outstanding and unexercised option to purchase IBKC common stock under IBKC’s equity compensation plans (each an “IBKC stock option”) shall, automatically and without any required action on the part of the holder thereof, vest and be converted into an option to purchase First Horizon common stock based on the exchange ratio and be subject to the same terms and conditions, after giving effect to any “change in control” provisions under the applicable IBKC equity incentive plan or award agreement, that applied to the corresponding IBKC stock option immediately prior to the effective time;

each outstanding award in respect of a share of IBKC common stock subject to vesting, repurchase or other lapse restriction (each an “IBKC restricted stock award”) shall, automatically and without any required action on the part of the holder thereof, vest and be converted into the right to receive the merger consideration;

each outstanding performance stock unit award in respect of shares of IBKC common stock (each, an “IBKC PSU”) shall, automatically and without any required action on the part of the holder thereof, vest and be converted into the right to receive the merger consideration, with the number of IBKC PSUs entitled to receive the merger consideration determined immediately prior to the effective time based on the greater of (i) the target performance level or (ii) the actual performance level through September 30, 2019, as reasonably determined by the compensation committee of the IBKC board of directors; and

each outstanding phantom stock award in respect of shares of IBKC common stock (each, an “IBKC phantom stock award”) shall, automatically and without any required action on the

What if I own IBKC depositary shares and wish to exercise appraisal rights?

If you hold IBKC depositary shares and you wish that appraisal rights be exercised in respect of the merger, IBKC requests that you complete the form of instruction to be provided to you (in accordance with the instructions set out in the form) and return it to your bank, broker or other nominee, as applicable, to direct the depository to exercise appraisal rights on your behalf following the depository’s usual procedures and in accordance with requirements of Louisiana law.

In the merger, each share of IBKC preferred stock issued and outstanding immediately prior to the effective time (other than dissenting shares) will be converted into the right to receive one (1) share of an applicable newly issued series of First Horizon preferred stock having the same terms as the terms of such share of IBKC preferred stock. For more information, see “Description of Rollover First Horizon Preferred Stock” beginning on page 176.

How does the First Horizon board of directors recommend that I vote at the First Horizon special meeting?

The First Horizon board of directors unanimously recommends that you vote “FOR” the First Horizon merger proposal, “FOR” the First Horizon charter amendment proposal, “FOR” the First Horizon compensation proposal and “FOR” the First Horizon adjournment proposal.

In considering the recommendations of the First Horizon board of directors, holders of First Horizon common stock should be aware that First Horizon directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of First Horizon common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Certain First Horizon Directors and Executive Officers in the Merger” beginning on page 116.

How does the IBKC board of directors recommend that I vote at the IBKC special meeting?

The IBKC board of directors unanimously recommends that you vote “FOR” the IBKC merger proposal, “FOR” the IBKC compensation proposal and “FOR” the IBKC adjournment proposal.

In considering the recommendations of the IBKC board of directors, holders of IBKC common stock should be aware that IBKC directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of IBKC common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Certain IBKC Directors and Executive Officers in the Merger” beginning on page 122.

Who is entitled to vote at the First Horizon special meeting?

The record date for the First Horizon special meeting is February 24, 2020. All holders of First Horizon common stock who held shares at the close of business on the record date for the First Horizon special meeting are entitled to receive notice of, and to vote at, the First Horizon special meeting.

Each holder of First Horizon common stock is entitled to cast one (1) vote on each matter properly brought before the First Horizon special meeting for each share of First Horizon common stock that such holder owned of record as of the record date. As of February 24, 2020, there were 311,782,256 outstanding shares of First Horizon common stock.

Physical attendance at the special meeting is not required to vote. See below and the section entitled “The First Horizon Special Meeting—Proxies” beginning on page 56 for instructions on how to vote your shares without attending the First Horizon special meeting.

Who is entitled to vote at the IBKC special meeting?

The record date for the IBKC special meeting is February 24, 2020. All holders of IBKC common stock who held shares at the close of business on the record date for the IBKC special meeting are entitled to receive notice of, and to vote at, the IBKC special meeting.

Each holder of IBKC common stock is entitled to cast one (1) vote on each matter properly brought before the IBKC special meeting for each share of IBKC common stock that such holder owned of record as of the record date. As of February 24, 2020, there were 52,583,117 outstanding shares of IBKC common stock.

Physical attendance at the special meeting is not required to vote. See below and the section entitled “The IBKC Special Meeting—Proxies” beginning on page 63 for instructions on how to vote your shares of IBKC common stock without attending the IBKC special meeting.

What constitutes a quorum for the First Horizon special meeting?

The presence at the First Horizon special meeting, in person or by proxy, of holders of a majority of the outstanding shares of First Horizon common stock entitled to vote at the First Horizon special meeting will constitute a quorum for purposes of taking actions on the First Horizon merger proposal, the First Horizon charter amendment proposal, the First Horizon compensation proposal and the First Horizon adjournment proposal. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

What constitutes a quorum for the IBKC special meeting?

The presence at the IBKC special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of IBKC common stock entitled to vote at the IBKC special meeting will constitute a quorum for purposes of taking actions on the IBKC merger proposal, the IBKC compensation proposal and the IBKC adjournment proposal. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

What vote is required for the approval of each proposal at the First Horizon special meeting?

First Horizon Proposal 1: First Horizon merger proposal. Approval of the First Horizon merger proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the First Horizon merger proposal by the holders of First Horizon common stock. Shares of First Horizon common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the proposal to approve the merger agreement.

What vote is required for the approval of each proposal at the IBKC special meeting?

IBKC Proposal 1: IBKC merger proposal. Approval of the IBKC merger proposal requires the affirmative vote of a majority of all the votes entitled to be cast on the IBKC merger proposal by the holders of IBKC common stock. Shares of IBKC common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the proposal to approve the merger agreement.

IBKC Proposal 2: IBKC compensation proposal. Approval of the IBKC compensation proposal requires the affirmative vote of a majority of the votes cast by the holders of IBKC common stock. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the outcome of the IBKC compensation proposal.

IBKC Proposal 3: IBKC adjournment proposal. Approval of the IBKC adjournment proposal requires the affirmative vote of a majority of the votes cast by the holders of IBKC common stock. Accordingly, an abstention or a broker non-vote or other failure to vote will have no effect on the outcome of the IBKC adjournment proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, merger-related compensation arrangements for the First Horizon and IBKC named executive officers (i.e., the First Horizon compensation proposal and the IBKC compensation proposal)?

Under Securities and Exchange Commission (“SEC”) rules, First Horizon and IBKC are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to First Horizon’s or IBKC’s named executive officers, respectively, that is based on or otherwise relates to the merger.

What happens if holders of First Horizon or IBKC common stock do not approve, by non-binding, advisory vote, merger-related compensation arrangements for First Horizon’s or IBKC’s named executive officers (i.e., the First Horizon compensation proposal and the IBKC compensation proposal?)

The votes on the proposals to approve the merger-related compensation arrangements for each of First Horizon’s and IBKC’s named executive officers are separate and apart from the votes to approve the other proposals being presented at the First Horizon and IBKC special meetings. Because the votes on the proposals to approve the merger-related executive compensation are advisory in nature only, they will not be binding upon First Horizon, IBKC, or the combined company in the merger. Accordingly, the merger-related compensation will be paid to First

What if I hold shares in both First Horizon and IBKC?

If you hold shares in both First Horizon common stock and IBKC common stock, you will receive separate packages of proxy materials. A vote cast as a holder of First Horizon common stock will not count as a vote cast as a holder of IBKC common stock, and a vote cast as a holder of IBKC common stock will not count as a vote cast as a holder of First Horizon common stock. Therefore, please submit separate proxies for your shares of First Horizon common stock and your shares of IBKC common stock.

How can I vote my shares in person at my respective special meeting?

Record Holders. Shares held directly in your name as the holder of record of First Horizon or IBKC common stock may be voted in person at the First Horizon special meeting or the IBKC special meeting, as applicable. If you choose to vote your shares in person at the respective special meeting, please bring your enclosed proxy card and proof of identification.

Shares in “street name.” Shares held in a brokerage or other account in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares. If you choose to vote your shares in street name in person at the First Horizon special meeting or the IBKC special meeting, as applicable, please bring that signed legal proxy along with proof of identification.

Even if you plan to attend the First Horizon special meeting or the IBKC special meeting, as applicable, First Horizon and IBKC recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the special meetings can be found under the section entitled “The First Horizon Special Meeting” on page 54 and under the section entitled “The IBKC Special Meeting” on page 61.

How can I vote my shares without attending my respective special meeting?

Whether you hold your shares directly as the holder of record of First Horizon or IBKC or beneficially in “street name,” you may direct your vote by proxy without attending the First Horizon special meeting or the IBKC special meeting, as applicable.

If you are a record holder of First Horizon common stock or IBKC common stock, you can vote your shares by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Additional information on voting procedures can be found under the section entitled “The First Horizon Special Meeting” on page 54 and under the section entitled “The IBKC Special Meeting” on page 61.

What do I need to do now?

After carefully reading and considering the information contained in this document, please vote as soon as possible. If you hold shares of First Horizon common stock or IBKC common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. Please note

If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

No. Your bank, broker or other nominee cannot vote your shares without instructions from you. You should instruct your bank, broker or other nominee how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank, broker or other nominee.

Why is my vote important?

Your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention will have the same effect as a vote “AGAINST” approval of the IBKC merger proposal and the First Horizon merger proposal. The merger agreement must be approved by the affirmative vote of a majority of all the votes entitled to be cast on the First Horizon merger proposal by the holders of First Horizon common stock and by the affirmative vote of a majority of all the votes entitled to be cast on the IBKC merger proposal by the holders of IBKC common stock. The First Horizon charter amendment proposal must be approved by the affirmative vote of a majority of the votes cast on the First Horizon charter amendment proposal by the holders of First Horizon common stock. The First Horizon board of directors unanimously recommends that you vote “FOR” the First Horizon merger proposal and the First Horizon charter amendment proposal, and the IBKC board of directors unanimously recommends that you vote “FOR” the IBKC merger proposal.

What will happen if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of First Horizon common stock represented by your proxy will be voted as recommended by the First Horizon board of directors with respect to such proposals or the shares of IBKC common stock represented by your proxy will be voted as recommended by the IBKC board of directors with respect to such proposals, as the case may be.

Can I change my vote after I have delivered my proxy or voting instruction card?

If you directly hold shares of First Horizon common stock or IBKC common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:

submitting a written statement that you would like to revoke your proxy to the corporate secretary of First Horizon or IBKC, as applicable;

signing and returning a proxy card with a later date;

attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting; or

voting by telephone or the Internet at a later time.

If your shares are held by a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Will First Horizon be required to submit the First Horizon merger proposal and the First Horizon charter amendment proposal to its shareholders even if the First Horizon board of directors has withdrawn, modified or qualified its recommendation?

Yes. Unless the merger agreement is terminated before the First Horizon special meeting, First Horizon is required to submit the First Horizon merger proposal and the First Horizon charter amendment proposal to its shareholders even if the First Horizon board of directors has withdrawn or modified its recommendation.

Will IBKC be required to submit the IBKC merger proposal to its shareholders even if the IBKC board of directors has withdrawn, modified or qualified its recommendation?

Yes. Unless the merger agreement is terminated before the IBKC special meeting, IBKC is required to submit the IBKC merger proposal to its shareholders even if the IBKC board of directors has withdrawn or modified its recommendation.

Are holders of First Horizon common stock entitled to dissenters’ rights?

No. Holders of First Horizon common stock are not entitled to dissenters’ rights under the Tennessee Business Corporation Act (the “TBCA”). For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 138.

Are holders of IBKC common stock entitled to appraisal rights?

No. Holders of IBKC common stock are not entitled to appraisal rights under the LBCA. For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 138.

Are holders of IBKC preferred stock entitled to appraisal rights?

Holders of record of IBKC preferred stock are entitled to exercise appraisal rights in connection with the merger, provided the proper procedures of Part 13 of the LBCA are followed. The Depository Trust Company (“DTC”), as nominee for the depository, is the holder of record of the shares of IBKC preferred stock as of the date of this joint proxy statement/prospectus.

The IBKC depositary shares are not a class or series of shares issued by IBKC and thus appraisal rights under Part 13 of the LBCA do not independently apply to the depositary shares. Accordingly, to direct the depository to exercise appraisal rights with respect to the IBKC preferred stock, holders of depositary shares will be required to follow the procedures provided by the depository with respect thereto and in accordance with requirements of Louisiana law.

If you hold IBKC depositary shares and you wish to exercise appraisal rights in respect of the merger, IBKC requests that you complete the form of instruction to be provided to you (in accordance with the instructions set out on the form) and return it to your bank, broker or other nominee, as applicable, to direct the depository to exercise appraisal rights on your behalf following their usual procedures.

A copy of Part 13 of the LBCA is attached as Annex E to this joint proxy statement/prospectus. Holders of IBKC preferred stock who desire to exercise appraisal rights, or holders of depositary shares who direct the depository to exercise appraisal rights, pursuant to Part 13 of the LBCA, are urged to consult a legal advisor before electing or attempting to exercise these rights.

Are there any risks that I should consider in deciding whether to vote for the approval of the First Horizon merger proposal, the approval of the First Horizon charter amendment proposal or the approval of the IBKC merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 43. You also should read and carefully consider the risk

What are the material U.S. federal income tax consequences of the merger to holders of IBKC common stock or IBKC preferred stock?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and it is a condition to the respective obligations of First Horizon and IBKC to complete the merger that each of First Horizon and IBKC receives a legal opinion to that effect. Accordingly, the tax consequences of the merger to holders of IBKC common stock or IBKC preferred stock, as applicable, are as follows:

with respect to dissenting holders of IBKC preferred stock, a holder who receives solely cash for shares of IBKC preferred stock and does not otherwise own any IBKC common stock will recognize gain or loss equal to the difference between the amount of cash received by a holder of IBKC preferred stock and such holder’s tax basis in such holder’s shares of IBKC preferred stock;

a holder who receives solely shares of First Horizon common stock (or receives First Horizon common stock and cash solely in lieu of a fractional share) or rollover First Horizon preferred stock, as applicable, in exchange for shares of IBKC common stock or IBKC preferred stock, as applicable, generally will not recognize any gain or loss upon the merger, except with respect to the cash received in lieu of fractional share of First Horizon common stock;

with respect to dissenting holders of IBKC preferred stock, a holder who receives both cash for shares of IBKC preferred stock and shares of First Horizon common stock in respect of IBKC common stock, such cash may be allocated entirely to IBKC preferred stock and such dissenting holder will recognize gain (but not loss) equal to the difference between the amount of such cash received by a holder of IBKC preferred stock and such holder’s tax basis in such holder’s shares of IBKC preferred stock.

When is the merger expected to be completed?

First Horizon and IBKC expect the merger to close in the second quarter of 2020. However, neither First Horizon nor IBKC can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. First Horizon and IBKC must first obtain the approval of holders of First Horizon common stock and holders of IBKC common stock for the merger and First Horizon must obtain approval of the First Horizon charter amendment proposal, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

What are the conditions to complete the merger?

The obligations of First Horizon and IBKC to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition, tax opinions, approval by First Horizon shareholders of both the First Horizon merger proposal and the First Horizon charter amendment proposal and approval by IBKC stockholders of the IBKC merger proposal. For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 157.

What happens if the merger is not completed?

If the merger is not completed, neither holders of IBKC common stock nor holders of IBKC preferred stock will receive any consideration for their shares of IBKC common stock or IBKC preferred stock, respectively, in connection with the merger. Instead, IBKC will remain an independent public company, IBKC common stock and IBKC depositary shares will continue to be listed and traded on NASDAQ, and First Horizon will not complete the issuance of shares of First Horizon common stock or rollover First Horizon preferred stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $156 million will be payable by either First Horizon or IBKC, as applicable. See “The Merger Agreement—Termination Fee” beginning on page 159 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

What happens if I sell my shares after the applicable record date but before my company’s special meeting?

Each of the First Horizon and IBKC record date is earlier than the date of the First Horizon special meeting and the IBKC special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of First Horizon common stock or IBKC common stock, as applicable, after the applicable record date but before the date of the applicable special meeting, you will retain your right to vote at such special meeting (provided that such shares remain outstanding on the date of such special meeting), but, with respect to the IBKC common stock, you will not have the right to receive the merger consideration to be received by IBKC shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of IBKC common stock through the completion of the merger.

Should I send in my stock certificates now?

No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent selected by First Horizon and IBKC (the “exchange agent”) will send you instructions for exchanging IBKC stock certificates for the consideration to be received in the merger. See “The Merger Agreement—Conversion of Shares; Exchange of IBKC Stock Certificates” beginning on page 147.

What should I do if I receive more than one set of voting materials for the same special meeting?

If you hold shares of First Horizon common stock or IBKC common stock in “street name” and also directly in your name as a holder of record or otherwise or if you hold shares of First Horizon common stock or IBKC common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of First Horizon common stock or IBKC common stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

Who can help answer my questions?

First Horizon shareholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact First Horizon’s proxy solicitor, Morrow Sodali LLC, by calling toll-free at (800) 662-5200.

IBKC shareholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact IBKC’s proxy solicitor, Georgeson LLC by calling toll-free at (888) 206-0860.

Where can I find more information about First Horizon and IBKC?

You can find more information about First Horizon and IBKC from the various sources described under “Where You Can Find More Information” beginning on page 222.

What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable shareholders provide advance notice and follow certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of First Horizon common stock and IBKC common stock, as applicable, held through brokerage firms. If your family has multiple accounts holding First Horizon common stock or IBKC common stock, as applicable, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this joint proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this joint proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.