{"schema_version":"secwatch.filing_event.v1","accession":"0000036966-23-000042","form_type":"8-K","ticker":"FHN","cik":"0000036966","company_name":"FIRST HORIZON CORP","filed_at":"2023-05-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.828812+00:00","generated_at":"2026-06-15T23:14:32.391183+00:00","sec_items":["1.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"First Horizon and TD Bank mutually terminate $13.4B merger; TD to pay $200M termination fee","bullets":["TD unable to obtain regulatory approval timetable; parties mutually agree to terminate merger agreement.","TD will pay $200M cash termination fee plus $25M fee reimbursement to First Horizon.","Series G preferred shares purchased by TD retain $25 conversion price; no other fees or liabilities.","First Horizon CEO Bryan Jordan says bank will continue growth path with strong capital and stability.","Original merger announced Feb 28, 2022; termination effective May 4, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0000036966-23-000042","json":"https://secwatch.observer/filing/0000036966-23-000042.json","markdown":"https://secwatch.observer/filing/0000036966-23-000042.md","text":"https://secwatch.observer/filing/0000036966-23-000042.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/36966/000003696623000042/0000036966-23-000042-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/36966/000003696623000042/fhn-20230504.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T23:14:32.391183+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f05cb2c1f1b2805326dfae829c3486b3114736c7","claim":"FIRST HORIZON CORP terminated Agreement and Plan of Merger with The Toronto-Dominion Bank valued at No material financial terms beyond $200 million cash payment, $25 million fee reimbursement, and con (effective 2023-05-04).","evidence_excerpt":"As previously disclosed, on February 27, 2022, First Horizon Corporation (“ First Horizon ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among First Horizon, The Toronto-Dominion Bank (“ TD Bank ”), TD Bank US Holding Company, a Delaware corporation and an indirect, wholly owned subsidiary of TD Bank (“ TD Bank Holdco ”), Falcon Holdings Acquisition Co., a Delaware corporation and a direct subsidiary of TD Holdco (“ Merger Sub ”), pursuant to which, on the terms and subject to the conditions therein, TD Merger Sub would be merged with and into First Horizon. On May 4, 2023 First Horizon, TD Bank, TD Bank Holdco and Merger Sub entered into a Mutual Termination Agreement and Release (the “ Termination Agreement ”) pursuant to which the parties mutually agreed to terminate the Merger Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/36966/000003696623000042/0000036966-23-000042-index.htm","confidence":0.98,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"The Toronto-Dominion Bank"},{"label":"Value","value":"No material financial terms beyond $200 million cash payment, $25 million fee reimbursement, and con"},{"label":"Effective","value":"2023-05-04"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}