Form 8-K

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

Furnished as Exhibit 99.1 is a copy of the First Horizon National Corporation ("First Horizon" or "FHN”) earnings release for the quarter ended March 31, 2020, which is scheduled to be released April 21, 2020.

The foregoing information is furnished pursuant to Item 2.02, "Regulation of Operations and Financial Condition," and Item 7.01, "Regulation FD Disclosure." The exhibit speaks as of the date thereof and FHN does not assume any obligation to update in the future the information therein.

Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the Exhibit

Certain measures are included in the exhibit that are “non-GAAP,” meaning (under U.S. financial reporting rules) they are not presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and also are not codified in the U.S. banking regulations currently applicable to FHN. Although other entities may use calculation methods that differ from those used by FHN for non-GAAP measures, FHN’s management believes such measures are relevant to understanding the financial condition, capital position, and financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and directors through various internal reports.

Presentation of regulatory measures, some of which follow regulatory definitions rather than GAAP, provides a meaningful base for comparability to other financial institutions subject to the same regulations as FHN. Such measures are used by the various banking regulators in reviewing the performance, stability, and capital adequacy of financial institutions they regulate. Although not GAAP terms, these regulatory measures are not considered “non-GAAP” under U.S. financial reporting rules as long as their presentation conforms to regulatory standards. Regulatory measures used in the exhibit include: common equity tier 1 capital, generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; tier 1 capital, generally defined as the sum of core capital (including common equity and instruments that cannot be redeemed at the option of the holder) adjusted for certain items under risk based capital regulations; and risk weighted assets (“RWA”), which is a measure of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios and pre-provision net revenue (“PPNR”), calculated by adding the provision/(provision credit) for loan losses to income before income taxes, excluding securities gains/(losses). The non-GAAP measures presented in the exhibit include: Return on average tangible common equity (“ROTCE”), adjusted ROTCE, adjusted return on average assets ("ROA"), adjusted return on average common equity ("ROCE"), and adjusted earnings per share ("EPS").

Reconciliations of non-GAAP to GAAP measures and presentation of the most comparable GAAP items are presented at the end of the earnings release.

Forward-Looking Statements

This communication contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21 E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") with respect to First Horizon's and IBERIABANK's beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words "believe," "expect," "anticipate," "intend," "estimate," "should," "is likely," "will," "going forward" and other expressions that indicate future events and trends identify forward-looking statements.

Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the control of First Horizon and IBERIABANK, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in First Horizon's and IBERIABANK's respective reports filed with the U.S. Securities and Exchange Commission (the "SEC"), as well as the following factors, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Horizon and IBERIABANK; the outcome of any legal proceedings that may be instituted against First Horizon or IBERIABANK; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where First Horizon and IBERIABANK do business; certain restrictions during the pendency of the merger that may impact the parties' ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; First Horizon and IBERIABANK success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by First Horizon's issuance of additional shares of its capital stock in connection with the proposed transaction; the potential impacts on First Horizon’s and IBERIABANK’s businesses of the coronavirus COVID-19 pandemic, including negative impacts from quarantines, market declines and volatility, and changes in customer behavior related to COVID-19; and other factors that may affect future results of First Horizon and IBERIABANK.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in First Horizon's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC and available in the "Investor Relations" section of First Horizon's website, http://www.FirstHorizon.com, under the heading "SEC Filings" and in other documents First Horizon files with the SEC, including its registration statement on Form S-4 (reg. no. 333-235757) and filings related to that registration statement, and in IBERIABANK's Annual Report on Form 10-K for the year ended December 31, 2019 with the SEC and available in the "Investor Relations" section of IBERIABANK's website, www.IBERIABANK.com, under the heading "Financials & Filings" and in other documents IBERIABANK files with the SEC.

Important Other Information

In connection with the proposed transaction, First Horizon has filed with the SEC a registration statement on Form S-4 (reg. no. 333-235757) to register the shares of First Horizon's capital stock to be issued in connection with the proposed transaction. The registration statement includes a joint proxy statement of First Horizon and IBERIABANK, dated March 19, 2020, addressed to the shareholders of First Horizon and IBERIABANK seeking their approval of the proposed transaction. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF FIRST HORIZON AND IBERIABANK ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST HORIZON, IBERIABANK AND THE PROPOSED TRANSACTION.

Investors and shareholders are able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about First Horizon and IBERIABANK, without charge, at the SEC's website (http://www.sec.gov). Copies of the registration statement, including the joint proxy statement/prospectus, and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Clyde A. Billings Jr., First Horizon, 165 Madison Avenue, Memphis, TN 38103, telephone (901) 523-5679, or Jefferson G. Parker, IBERIABANK, 200 West Congress Street, Lafayette, LA 70501, telephone (504) 310-7314.

Participants in the Solicitation

First Horizon, IBERIABANK and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding First Horizon's directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 16, 2020, its Annual Report on Form 10-K for the fiscal year 2019 which was filed with the SEC on February 28, 2020, and certain of its Current Reports on Form 8-K. Information regarding IBERIABANK's directors and executive officers is available in its Annual Report on Form 10-K for the fiscal year 2019 which was filed with the SEC on March 2, 2020, its amendment to Form 10-K filed on March 16, 2020, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits

The following exhibit is furnished pursuant to Items 2.02 and 7.01, is not to be considered "filed" under the Securities Exchange Act 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of First Horizon's previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

Exhibit #		Description

99.1		First Horizon National Corporation earnings release issued for the quarter ended March 31, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tennessee	001-15185	62-0803242
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$0.625 Par Value Common Capital Stock	FHN	New York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	FHN PR A	New York Stock Exchange LLC

	First Horizon National Corporation


Date: April 21, 2020	By:	/s/ William C. Losch III
		William C. Losch III
		Executive Vice President and Chief Financial Officer

First Quarter 2020 Financial Highlights

Diluted EPS/ Adjusted EPS^{1 $0.04 / $0.05}		ROA/ Adjusted ROA^{1 0.15% / 0.19%}			ROCE / Adjusted ROCE^{1 1.05% / 1.45%}						ROTCE¹/ Adjusted ROTCE^{1 1.59% / 2.19%}

Consolidated Highlights
Quarterly, Unaudited
											1Q20 Changes vs.
(Dollars in Thousands)	1Q20				4Q19			1Q19			4Q19			1Q19
Consolidated
Income Statement
Net interest income		$	302,802		$	311,393		$	294,508		(3	)	%	3		%
Noninterest income	174,756				183,307			141,045			(5	)	%	24		%
Total revenues	477,558				494,700			435,553			(3	)	%	10		%
Provision /(Provision Credit) for loan losses	145,000				10,000			9,000			NM			NM
Noninterest expense	311,319				327,447			296,090			(5	)	%	5		%
Income before income taxes	21,239				157,253			130,463			(86	)	%	(84	)	%
Provision for income taxes	4,767				35,970			27,058			(87	)	%	(82	)	%
Net income	16,472				121,283			103,405			(86	)	%	(84	)	%
Net income attributable to noncontrolling interest	2,852				2,910			2,820			(2	)	%	1		%
Preferred stock dividends	1,550				1,550			1,550			*			*
Net income available to common shareholders		$	12,070		$	116,823		$	99,035		(90	)	%	(88	)	%

NIM	3.16			%	3.26		%	3.31		%	(3	)	%	(5	)	%
Diluted Shares	313,170				313,353			319,581			*			(2	)	%

Balance Sheet
Average Loans		$	30,524,165		$	30,706,319		$	27,313,300		(1	)	%	12		%
Average Deposits	32,882,006				32,777,047			32,497,478			*			1		%
Average Assets	43,551,912				42,885,790			40,883,192			2		%	7		%
Average Common Equity	4,611,339				4,648,813			4,418,180			(1	)	%	4		%
NM - Not meaningful
* Amount is less than one percent.

FHN NON-GAAP TO GAAP RECONCILIATION
Quarterly, Unaudited
(Dollars and shares in thousands, except per share data)

Adjusted Diluted EPS			1Q20
Net income available to common ("NIAC") (GAAP)	a	$	12,070
Plus Tax effected notable items (Non-GAAP) (a)		$	4,537
Adjusted NIAC (Non-GAAP)	b	$	16,607

Diluted Shares (GAAP)	c	313,170

Diluted EPS (GAAP)	a/c	$	0.04
Adjusted diluted EPS (Non-GAAP)	b/c	$	0.05


Adjusted Return on Assets ("ROA")			1Q20
Net Income ("NI") (GAAP)		$	16,472
Plus Tax effected notable items (Non-GAAP) (a)		$	4,537
Adjusted NI (Non-GAAP)		$	21,009

NI (annualized) (GAAP)	d	$	66,250
Adjusted NI (annualized) (Non-GAAP)	e	$	84,498

Average assets (GAAP)	f	$	43,551,912

ROA (GAAP)	d/f	0.15		%
Adjusted ROA (Non-GAAP)	e/f	0.19		%


Adjusted Return on Average Common Equity ("ROCE")/ Return on Average Tangible Common Equity ("ROTCE")			1Q20
NIAC (GAAP)		$	12,070
Plus Tax effected notable items (Non-GAAP) (a)		$	4,537
Adjusted NIAC (Non-GAAP)		$	16,607

NIAC (annualized) (GAAP)	g	$	48,545
Adjusted NIAC (annualized) (Non-GAAP)	h	$	66,793

Average Common Equity (GAAP)	i	$	4,611,339
Intangible Assets (GAAP) (b)		$	1,560,340
Average Tangible Common Equity (Non-GAAP)	j	$	3,050,999

ROCE (GAAP)	g/i	1.05		%
Adjusted ROCE (Non-GAAP)	h/i	1.45		%

ROTCE (Non-GAAP)	g/j	1.59		%
Adjusted ROTCE (Non-GAAP)	h/j	2.19		%

CONTACT:		First Horizon Investor Relations, Aarti Bowman, (901) 523-4017
		First Horizon Media Relations, Silvia Alvarez, (901) 523-4465

										1Q20 Changes vs.
(Dollars in Thousands)	1Q20			4Q19			1Q19			4Q19			1Q19
Asset Quality Highlights
Allowance for loan losses	$	444,490		$	200,307		$	184,911		NM			NM
Allowance / loans %	1.33		%	0.64		%	0.66		%
Net Charge-offs	$	7,211		$	2,842		$	4,513		NM			60			%
Net charge-offs %	0.10		%	0.04		%	0.07		%
Nonperforming Loans (a)	$	189,813		$	162,165		$	181,624		17	%	5				%
NPL %	0.57		%	0.52		%	0.65		%
30+ delinquencies	$	62,642		$	57,911		$	63,693		8	%			(2	)	%
30+ delinquencies %	0.19		%	0.19		%	0.23		%
(a) Excludes loans held-for-sale.
NM - Not meaningful