FHN Financial Securities Corp.
Form CRS
(Customer Relationship Summary)
As of August 13, 2026
Introduction[1]
FHN Financial Securities Corp. (“FHNSC”) is registered with the Securities and Exchange Commission (“SEC”) as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”).
Brokerage and investment advisory services and fees differ, and it is important for the retail investor[2] to understand the differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.
This document summarizes the services that FHNSC may provide to retail investors and addresses how our financial professionals are paid for those services. To assist you in getting more information about our services, you will find some suggested questions to ask FHNSC. These questions are labeled “Conversation Starters” in each section below.
What investment services and advice can you provide me?
FHNSC is an institutional broker-dealer and capital markets firm, offering sales and trading services in fixed-income securities to institutional clients. FHNSC also provides investment banking advisory services to companies, which include providing merger and acquisition advisory services, corporate and financial advisory services, fairness opinions, valuations, underwriting securities on a best-efforts basis, and raising capital through private placements of securities. The only service that FHNSC may potentially provide to retail investors is the private placement of securities. When raising capital on behalf of a corporate issuer through a private placement of securities, FHNSC typically offers investments in these private placements to corporate and institutional investors and may at times also offer such investment opportunities to sophisticated retail investors. Our services are offered on a non-discretionary basis, which means investors make the final decision about whether to participate in any offering or transaction that we offer. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Other than certain instances where we are raising capital on behalf of an issuer, we do not make recommendations to retail investors about specific securities. FHNSC does not offer brokerage accounts to retail investors, and we do not hold funds or securities for investors. We do not provide on-going monitoring of your investments. As a result, you are expected to monitor your own activity and your own investments. Your investment decisions should be made independently based on the offering documents and private placement memorandums and your own due diligence.
Limitations to these private placement offerings include the following: they are illiquid, speculative, and high risk; you should expect to hold your investment for the long-term as there is no secondary market for private placements, in general; an investment in a private placement may not be suitable for you; the required minimum investment may be high; most offerings are only available to accredited investors; private placements offered by FHNSC will generally be for/on behalf of issuers in the banking/financial institutions sector; other firms could offer a wider range of investment choices, some of which might have lower costs; fees and expenses for private placements are higher than other investments. Other risks are described more fully in the offering materials for each investment. You should independently evaluate any investment opportunity offered to you and consider consulting tax, legal, and/or financial professionals of your choosing.
Conversation Starters:
Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me?
What is your relevant experience, including your licenses, education, and other qualifications? What do these qualifications mean?
What fees will I pay?
You pay us fees, directly or indirectly through the issuer or its sponsor that has retained us, through which you make your investment. These fees vary depending on the issuer, type of security, number and size of transactions, account balance, and nature of services. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. Our fees for private placements are expressed as a percentage of the capital raised, and as it relates to an individual investor, a percentage of the total amount you are willing to invest. A description of the fees is provided in the offering documents provided before any subscriptions are accepted.
Conversation Starters:
Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?
What are your legal obligations to me when providing recommendations? How else does your firm make money and what conflicts of interest do you have?
Other than certain instances where we are raising capital for a particular issuer, we do not provide recommendations to retail investors about particular securities or investments. If you seek such advice, you should establish a relationship with an investment advisor or broker-dealer to serve as your agent. If we were to provide you with a recommendation, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect the services we provide you. Here are examples to help you understand what this means:
· Fees for our services: When we’ve been engaged to raise capital for an issuer through a private placement, we earn negotiated fees for our services from the issuer. Some or all fees we receive from the issuer are calculated based on the investments made in the issuer’s private offering to investors, sometimes referred to as a “placement fee.” We may receive a placement fee on the amount you invest. As a result, there may be an incentive to encourage you to make an investment that we offer or to make an investment in an offering for which we receive greater fees. Our issuer clients pay us a placement fee for investments you make in private placements, whether they or you make or lose money on the investment opportunity.
· Alternative investments: At times, we will have only one private investment opportunity available to investors. As a result, at those times we will not have an alternative investment opportunity for you to consider, and not all investment opportunities are suitable for all investors.
Conversation Starters:
How might your conflicts of interest affect me, and how will you address them?
How do your financial professionals make money?
Our financial professionals are paid a salary plus a bonus. Many factors are considered in determining bonuses such as individual performance, the performance of a particular business unit, and overall firm performance. Fees generated through private placements of securities is a factor used in determining bonuses, which creates an incentive to sell private placements and for transactions that generate revenue over those that generate no or lower revenue. In this regard, we have a conflict of interest in that our financial professionals are economically incented to sell interests in private placements, which could be viewed as contrary to your interests. We do not receive non-cash compensation.
Do you or your financial professionals have legal or disciplinary history?
Yes. You can visit Investor.gov/CRS for a free and simple search tool to research our firm and our financial professionals.
Conversation Starters:
As a financial professional, do you have any disciplinary history? For what type of conduct?
Additional Information
If you would like additional information about our services, or an up-to-date copy of this disclosure, please visit www.fhnfinancial.com, or call FHNSC at 313-701-6075.
Conversation Starters:
Who is my primary contact person? Is he or she a representative of an investment adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?
[1] This disclosure is provided to comply with the SEC’s Form CRS disclosure requirements. It does not create or modify any agreement, relationship, or obligation between you and FHNSC or your financial professional.
[2] For purposes of Form CRS, a “retail investor” is defined as “a natural person or legal representative of such natural person, who seeks to receive or receives services primarily for personal, family, or household purposes.”