10q10k10q10k.net

What changed in FIRST HORIZON CORP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of FIRST HORIZON CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+757 added−998 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in FIRST HORIZON CORP's 2025 10-K

757 paragraphs added · 998 removed · 539 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

148 edited+127 added−271 removed48 unchanged
Biggest changeTable 1.11 REQUIREMENTS FOR PCA CAPITALIZATION CATEGORIES Well capitalized • Common Equity Tier 1 Capital ratio of at least 6.5% • Tier 1 Capital ratio of at least 8% • Total Capital ratio of at least 10% • Leverage ratio of at least 5% • Not subject to a directive, order, or written agreement to meet and maintain specific capital levels Adequately capitalized • Common Equity Tier 1 Capital ratio of at least 4.5% • Tier 1 Capital ratio of at least 6% • Total Capital ratio of at least 8% • Leverage ratio of at least 4% • Not subject to a directive, order, or written agreement to meet and maintain specific capital levels Undercapitalized Failure to maintain any requirement to be adequately capitalized Significantly Undercapitalized Failure to maintain Common Equity Tier 1 Capital ratio of at least 3%, Tier 1 Capital ratio of at least 4%, Total Capital ratio of at least 6%, or a Leverage ratio of at least 3% Critically Undercapitalized Failure to maintain a level of tangible equity equal to at least 2% of total assets At December 31, 2024, the Bank had sufficient capital to qualify as “well capitalized” under the regulatory capital requirements discussed above.
Biggest changeTo be well capitalized, the Bank must maintain at least the following capital ratios: a CET1 ratio of at least 6.5%, Tier 1 Capital ratio of at least 8%, Total Capital ratio of at least 10%, and a Leverage ratio of at least 5%, and must not be subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.
Although our direct exposure to non-US-dollar-denominated assets or non-US sovereign debt is insignificant, in the future major adverse events outside the U.S. could have a substantial indirect adverse impact upon us.
Although our direct exposure to non-U.S.-dollar-denominated assets or non-U.S. sovereign debt is insignificant, in the future major adverse events outside the U.S. could have a substantial indirect adverse impact upon us.
Fixed Income Competition Our fixed income business, which is part of our wholesale banking segment, serves institutional clients, broadly segregated into depositories (including banks, thrifts, and credit unions) and non-depositories (including money managers, insurance companies, governmental units and agencies, public funds, pension funds, and hedge funds). Both client groups are widely dispersed geographically, predominantly within the U.S.
Our fixed income business, which is part of our wholesale banking segment, serves institutional clients, broadly segregated into depositories (including banks, thrifts, and credit unions) and non-depositories (including money managers, insurance companies, governmental units and agencies, public funds, pension funds, and hedge funds). Both client groups are widely dispersed geographically, predominantly within the U.S.
Although interest rates began to decline in last half of 2024, the full effects of the 2022-23 rate hikes may not yet be fully reflected in loan default rates. In addition, there be no assurance that the recent decline in interest rates will persist. The composition of our loans inherently increases our sensitivity to certain credit risks.
Although interest rates began to decline in last half of 2024, the full effects of the 2022-23 rate hikes may not yet be fully reflected in loan default rates. In addition, there can be no assurance that the recent decline in interest rates will persist. The composition of our loans inherently increases our sensitivity to certain credit risks.
Common vulnerabilities include: clients and associates that fall victim to malicious "phishing" emails or other communications and inappropriately share credentials allowing access to accounts or systems; older software or systems that do not have up-to-date security and are not sufficiently isolated from other systems; third-party software vulnerabilities; and third-party systems vulnerabilities.
Common vulnerabilities include: clients, associates and third-party vendors that fall victim to malicious "phishing" emails or other communications and inappropriately share credentials allowing access to accounts or systems; older software or systems that do not have up-to-date security and are not sufficiently isolated from other systems; third-party software vulnerabilities; and third-party systems vulnerabilities.
Competition for clients related to traditional and specialty banking products and services is most pronounced in rate pricing (loan rates, loan spreads, and deposit rates), services pricing, scope of services offered, quality of service, convenience, and ease of use for self-service areas such as online and mobile banking.
Competition for clients related to traditional and specialty banking products and services is most pronounced in rate pricing (loan rates, loan spreads, and deposit rates), services pricing, scope of services offered, quality of service, convenience, and ease of use for self-service products such as online and mobile banking.
To the extent we are unable to use these tools effectively, we face the risk that, over time, our best talent will leave us and we will be unable to replace those persons effectively. Incentives might operate poorly or have unintended adverse effects.
To the extent we are unable to use these tools effectively, we face the risk that, over time, our talent will leave us and we will be unable to replace those persons effectively. Incentives might operate poorly or have unintended adverse effects.
Moreover, revenue retention and growth in some business lines depends substantially upon top talent. In recent years the cost to us of hiring and retaining top revenue-producing talent, especially in specialty areas, has increased, and that trend is likely to continue.
Moreover, revenue retention and growth in some business lines depends substantially upon top talent. In recent years the cost of hiring and retaining top revenue-producing talent, especially in specialty areas, has increased, and that trend is likely to continue.
Likewise, demand for loans (at a given level of creditworthiness), deposit and other products, and financial services may decline during an economic downturn, and may be adversely affected by other national, regional, or local economic factors that impact demand for loans and other financial products and services.
Likewise, demand for loans (at a given level of creditworthiness), deposit and other products, and financial services may decline during an economic downturn, and may be adversely affected by other global, national, regional, or local economic factors that impact demand for loans and other financial products and services.
In addition, the Bank is required to have a capital structure that the TDFI determines is adequate, based on TDFI’s assessment of the Bank’s businesses and risks. The TDFI may require the Bank to increase its capital, if found to be inadequate.
In addition to the Capital Rules, the Bank is required to have a capital structure that the TDFI determines is adequate, based on TDFI’s assessment of the Bank’s businesses and risks. The TDFI may require the Bank to increase its capital, if found to be inadequate.
Competition In all aspects of the businesses in which we engage, we face substantial competition from banks doing business in our markets as well as from savings and loan associations, credit unions, other financial institutions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other firms offering financial products or services.
BUSINESS Table of Contents Competition In all aspects of the businesses in which we engage, we face substantial competition from banks doing business in our markets as well as from savings and loan associations, credit unions, other financial institutions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other firms offering financial products or services.
The two segments create and use financial resources differently, and the revenues they generate have a very different mix of net interest income vs. noninterest income. In addition, commercial, consumer & wealth banking is larger than wholesale banking by many financial measures. Table 1.7 provides high-level financial information for each of those two segments, highlighting these points.
The two segments create and use financial resources differently, and the revenues they generate have a very different mix of net interest income vs. noninterest income. In addition, commercial, consumer & wealth banking is larger than wholesale banking by many financial measures. Table 1.5 provides high-level financial information for each of those two segments, highlighting these points.
Our competitors in these areas include national, state, and non-US banks, savings and loan associations, credit unions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other financial services companies that serve in our markets.
Our competitors include national, state, and non-US banks, savings and loan associations, credit unions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other financial services companies that serve in our markets.
Federal and state regulations significantly limit the types of activities in which we, as a financial institution, may engage. In addition, we are subject to a wide array of other regulations that govern other aspects of how we conduct our business, such as in the areas of employment and intellectual property.
We also are subject to Federal and state regulations that significantly limit the types of activities in which we, as a financial institution, may engage, and to a wide array of other regulations that govern other aspects of how we conduct our business, such as in the areas of employment and intellectual property.
Service Risks We provide a wide range of services to clients, and the provision of these services may create claims against us that we provided them in a manner that harmed the client or a third party, or was not compliant with applicable laws or rules.
We provide a wide range of services to clients, and the provision of these services may create claims against us that we provided them in a manner that harmed the client or a third party, or was not compliant with applicable laws or rules.
Additional information regarding materials available on our website is provided in Item 10 of this report beginning on page 212 . No information external to this report and its exhibits, unless specifically noted otherwise, is incorporated into this report.
Additional information regarding materials available on our website is provided in Item 10 of this report beginning on page 187 . No information external to this report and its exhibits, unless specifically noted otherwise, is incorporated into this report.
The Tennessee Bank Structure Act of 1974, among other things, prohibits (subject to certain exceptions) a bank holding company from acquiring a bank for which the home state is Tennessee (a “Tennessee bank”) if, upon consummation, the company would directly or indirectly control 30% or more of the total deposits in insured depository institutions in Tennessee.
We are also subject to the Tennessee Bank Structure Act of 1974 which, among other things, prohibits (subject to certain exceptions) a bank holding company from acquiring a bank for which the home state is Tennessee (a “Tennessee bank”) if, upon consummation, the company would directly or indirectly control 30% or more of the total deposits in insured depository institutions in Tennessee.
Key risks for us, therefore, are whether we will be able: to catch up to breakthroughs quickly enough to avoid client attrition; to adopt and enhance breakthroughs frequently enough, and without significant technical failures, to attract clients from competitors; and, if we are able to truly innovate, to press our advantage quickly before competitors adopt it.
Key risks for us are whether we will be able: to catch up to breakthroughs quickly enough to avoid client attrition; to adopt and enhance breakthroughs frequently enough, and without significant technical failures, to attract clients from competitors; and, if we are able to truly innovate, to press our advantage quickly before competitors adopt our innovation.
(a) Leasing, rental of real estate, equipment, and goods. CRE Loans The CRE portfolio was $14 billion at December 31, 2024. The largest property type within CRE is multi-family, as shown in Table 1.5b. The next three largest property types were office, retail, and industrial. At year-end, nearly half of the office loans were for medical industry office space.
(a) Leasing, rental of real estate, equipment, and goods. CRE Loans The CRE portfolio was $14 billion at December 31, 2025. The largest property type within CRE is multi-family, as shown in Table 1.3b. The next three largest property types were office, retail, and industrial. At year-end, nearly half of the office loans were for medical industry office space.
We expect our systems and regulatory requirements will continue to evolve as technology and criminal techniques also continue to evolve. Additional information concerning cybersecurity risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Cybersecurity Risk Management beginning on page 91 of our 2024 MD&A (Item 7).
We expect our systems and regulatory requirements will continue to evolve as technology and criminal techniques also continue to evolve. Additional information concerning cybersecurity risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Cybersecurity Risk Management beginning on page 72 of our 2025 MD&A (Item 7).
Interstate Branching & Mergers As mentioned above, the Bank generally must have TDFI’s approval to establish a new banking center (technically, a “branch”). For a new banking center located outside of Tennessee, Tennessee law requires the Bank to comply with branching laws applicable to the state where the new banking center will be located.
Interstate Branching & Mergers The Bank generally must have TDFI’s approval to establish a new banking center (technically, a “branch”). For a new banking center located outside of Tennessee, Tennessee law requires the Bank to comply with branching laws applicable to the state where the new banking center will be located.
Federal law allows the Bank to establish or acquire a branch in another state to the same extent as a bank chartered in that other state would be allowed to establish or acquire a branch in Tennessee.
Federal law allows the Bank to establish or acquire a branch in another state to the same extent that a bank chartered in that other state would be allowed to establish or acquire a branch in that state.
There are similar legal restrictions on: the Bank’s purchases of or investments in the securities of and purchases of assets from us or other affiliates; the Bank’s loans or extensions of credit to third parties collateralized by the securities or obligations of us or other affiliates; the issuance of guaranties, acceptances, and letters of credit on behalf of us or other affiliates; and certain Bank transactions with us or other affiliates, or with respect to which we or other affiliates act as agent, participate, or have a financial interest.
BUSINESS Table of Contents There are similar legal restrictions on other types of transactions, including: the Bank’s purchases of or investments in the securities of and purchases of assets from us or other affiliates; the Bank’s loans or extensions of credit to third parties collateralized by the securities or obligations of us or other affiliates; the issuance of guaranties, acceptances, and letters of credit on behalf of us or other affiliates; and certain Bank transactions with us or other affiliates, or with respect to which we or other affiliates act as agent, participate, or have a financial interest.
The emergence of non-traditional, disruptive service providers (see Industry Disruption within this Item 1A beginning on page 33 ) has intensified the competitive environment. Some competitors are traditional banks, subject to the same regulatory framework as we are, while others are not banks and in many cases experience a significantly different or reduced degree of regulation.
The emergence of non-traditional, disruptive service providers (see Industry Disruption within this Item 1A beginning on page 22 ) has intensified the competitive environment. Some competitors are traditional banks, subject to the same regulatory framework as we are, while others are not banks and in many cases experience a significantly different or reduced degree of regulation. We compete for talent.
These technologies are subject to risks that algorithms and datasets may be flawed or insufficient or contain biased information, risks that are exacerbated because models and processes related to artificial intelligence and machine learning are not always transparent.
These technologies are subject to risks that algorithms and datasets may be flawed or insufficient or contain biased or incorrect information, risks that are exacerbated because models and processes related to artificial intelligence are not always transparent.
Our C&I portfolio has an industry concentration: about 21% of C&I loans are to businesses in the financial services industry, which includes finance and insurance companies and mortgage lending companies, while 12% of our C&I loans are to borrowers in the real estate and rental and leasing industry.
Our C&I portfolio has an industry concentration: about 25% of C&I loans are to businesses in the financial services industry, which includes finance and insurance companies and mortgage lending companies, while 11% of our C&I loans are to borrowers in the real estate and rental and leasing industry.
Perpetrators potentially can be associates, clients, third parties, and certain vendors, all of whom legitimately have access to some portion of our systems, as well as outsiders with no legitimate access. Cybersecurity incidents happen frequently; they are an unavoidable part of doing business. Often, but not always, we detect and block the attempt.
Perpetrators potentially can be associates, clients, third parties, and certain vendors, all of whom legitimately have access to some portion of our systems, as well as outsiders with no legitimate access. Attempted cybersecurity breaches or similar events happen frequently; they are an unavoidable part of doing business. Often, but not always, we detect and block the attempt.
The Federal Reserve has released a supervisory letter advising, among other things, that a bank holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. 23 2024 FORM 10-K ANNUAL REPORT ITEM 1.
The Federal Reserve has released a supervisory letter advising, among other things, that a bank holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
Additional information concerning operational risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Operational Risk Management beginning on page 90 of our 2024 MD&A (Item 7).
Additional information concerning operational risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Operational Risk Management beginning on page 72 of our 2025 MD&A (Item 7).
Key risks associated with exiting a business include: • our ability to price a sale transaction appropriately and otherwise negotiate acceptable terms; • our ability to identify and implement key client, personnel, technology systems, and other transition actions to avoid or minimize negative effects on retained businesses; • our ability to mitigate the loss of any pre-tax income that the exited business produced; • our ability to assess and manage any loss of synergies that the exited business had with our retained businesses; and • our ability to manage capital, liquidity, and other challenges that may arise if an exit results in significant legacy cash expenditures or financial loss.
We may be unable to: price a sale transaction appropriately and otherwise negotiate acceptable terms; identify and implement key client, personnel, technology systems, and other transition actions to avoid or minimize negative effects on retained businesses; mitigate the loss of any pre-tax income that the exited business produced; assess and manage any loss of synergies that the exited business had with our retained businesses; or manage capital, liquidity, and other challenges that may arise if an exit results in significant legacy cash expenditures or financial loss.
The rest of C&I covers a wide range of industries, as shown in Table 1.5a.
The rest of C&I covers a wide range of industries, as shown in Table 1.3a.
The methods by which such events could adversely affect us are highly varied but broadly include the following: an increase in our cost of borrowed funds or, in a worst case, the unavailability of borrowed funds through conventional markets; impacts upon our hedging and other counterparties; impacts upon our clients; impacts upon the U.S. economy, especially in the areas of employment rates, real estate values, interest rates, and inflation rates; and impacts upon us from substantial and unpredictable shifts in our regulatory environment from possible political responses to major financial disruptions. 37 2024 FORM 10-K ANNUAL REPORT ITEM 1A.
The methods by which such events could adversely affect us are highly varied but broadly include the following: an increase in our cost of borrowed funds or, in a worst case, the unavailability of borrowed funds through conventional markets; impacts upon our hedging and other counterparties; impacts upon our clients; impacts upon the U.S. economy, especially in the areas of employment rates, real estate values, interest rates, and inflation rates; and impacts upon us from substantial and unpredictable shifts in our regulatory environment from possible political responses to major financial disruptions.
Compensation & Risk Management The Federal Reserve has issued guidance intended to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices.
BUSINESS Table of Contents Compensation & Risk Management The Federal Reserve has issued guidance intended to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices.
Some areas of specialty lending, such as franchise finance, mortgage warehouse lending, asset-based lending, and certain other specialty businesses (see Fixed Income Competition below) are multi-regional or national in scope rather than being heavily centered on banking center locations.
Some areas of specialty lending, such as franchise finance, mortgage warehouse lending, asset-based lending, and certain other specialty businesses are multi-regional or national in scope rather than being heavily centered on banking center locations.
Deposits overall also tend to be our lowest-cost funding source. At year-end 2024, we had total deposits of $66 billion. Most of our deposits are held in our commercial, consumer & wealth banking segment. Table 1.6 provides a deposit overview at December 31, 2024.
Deposits overall also tend to be our lowest-cost funding source. At year-end 2025, we had total deposits of $67 billion. Most of our deposits are held in our commercial, consumer & wealth banking segment. Table 1.4 provides a deposit overview at December 31, 2025.
Depositor Preference Federal law provides that deposits and certain claims for administrative expenses and associate compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the “liquidation or other resolution” of such an institution by any receiver.
Depositor Preference Federal law provides that deposits and certain claims for administrative expenses and associate compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such an institution, including claims of the parent bank holding company, in the “liquidation or other resolution” of such an institution by any receiver.
We have in place strategies designed to achieve those elements that we believe are significant to us at present. Our challenge is to execute those strategies and adjust them, or adopt new strategies, as conditions change. Failure to achieve one or more key elements needed for successful business acquisitions would adversely affect our business and earnings.
We have in place strategies designed to achieve those elements that we believe are significant to us at present. Our challenge is to execute those strategies and adjust them, or adopt new strategies, as conditions change. We may fail to achieve one or more key elements needed for successful business acquisitions.
In addition to general supervision and examination powers, the TDFI has the power to approve mergers with the Bank, the Bank’s issuance of preferred stock or capital notes, the establishment of banking centers, and many other corporate actions. The Bank has chosen to be a member of the Federal Reserve.
In addition to general supervision and examination powers, the TDFI has the power to approve mergers with the Bank, the Bank’s issuance of preferred stock or capital notes, the establishment of banking centers, and many other corporate actions.
Further information regarding our loans is provided in Note 3 beginning on page 135 appearing in our 2024 Financial Statements (Item 8), and under the captions Analysis of Financial Condition and Asset Quality, beginning on pages 67 and 70 , respectively, of our 2024 MD&A (Item 7). Deposits Deposits comprise our largest resource to fund lending.
Further information regarding our loans is provided in Note 3 beginning on page 113 appearing in our 2025 Financial Statements (Item 8), and under the captions Analysis of Financial Condition and Asset Quality, beginning on pages 48 and 51 , respectively, of our 2025 MD&A (Item 7). Deposits Deposits comprise our largest resource to fund lending.
Overview The Corporation First Horizon Corporation is a bank holding company and financial holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is registered with the Federal Reserve. We are subject to the regulation and supervision of, and to examination by, the Federal Reserve under the BHCA.
Overview First Horizon Corporation is a bank holding company and financial holding company and is regulated under the Bank Holding Company Act of 1956, as amended (the “BHCA”). We and our subsidiaries are subject to the regulation and supervision of, and to examination by, the Federal Reserve under the BHCA.
Two traditional areas—deposit fraud (check forging, check kiting, wire fraud, etc.) and loan fraud—continue to be major sources of fraud attempts and actual loss. Fraud directed against clients—generally using deception to persuade clients to transfer funds—has emerged as a third large source of fraud loss. The methods used to perpetrate and combat fraud continue to evolve as technology changes.
Two traditional areas—deposit fraud (check forging, check kiting, wire fraud, check washing, etc.) and loan fraud—continue to be major sources of fraud attempts and actual loss. Fraud directed against clients—generally using deception to persuade clients to transfer funds—has emerged as a third large source of fraud loss.
Accordingly, an economic downturn or other adverse economic change (local, regional, national, or global) can hurt our financial performance in the form of higher loan losses, lower loan production levels, lower deposit levels, compression of our net interest margin, and lower fees from transactions and services.
Accordingly, an economic downturn or other adverse economic change (local, regional, national, or global) can hurt our financial performance in the form of higher loan losses, lower loan production levels, lower deposit levels, compression of our net interest margin, and lower fees from transactions and services. Those effects can continue for many years after the downturn technically ends.
In addition to cybersecurity risk (discussed below), new technologies—including the use of artificial intelligence—have made it easier for bad actors to obtain and use client personal information, mimic communications to or from clients, mimic signatures, and otherwise create false instructions and documents that appear genuine.
The methods used to perpetrate and combat fraud continue to evolve as technology changes. In addition to cybersecurity risk (discussed below), new technologies—including the use of artificial intelligence—have made it easier for bad actors to obtain and use client personal information, mimic communications to or from clients, mimic signatures, and otherwise create false instructions and documents that appear genuine.
However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict all potential developments that could materially affect our financial performance or condition.
In this Item we have outlined risks that we believe are important to us at the present time. However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict all potential developments that could materially affect our financial performance or condition.
In response: we operate an enhanced risk management process for assessing risk in incentive compensation plans; several key incentive programs use a net profit approach rather than a revenues-only approach; and mandatory deferral features are used in several key programs, including an executive program. 29 2024 FORM 10-K ANNUAL REPORT ITEM 1.
In response: we operate an enhanced risk management process for assessing risk in incentive compensation plans; several key incentive programs use a net profit approach rather than a revenues-only approach; and mandatory deferral features are used in several key programs, including an executive program.
We are subject to many banking, deposit, insurance, securities brokerage and underwriting, investment management, and consumer lending regulations in addition to the rules applicable to all companies publicly traded in the U.S. securities markets and, in particular, on the New York Stock Exchange. Failure to comply with applicable regulations could result in financial, structural, and operational penalties.
We are subject to many banking, deposit, insurance, securities brokerage and underwriting, investment management, and consumer lending regulations in addition to the rules applicable to all companies publicly traded in the U.S. securities markets and, in particular, on the New York Stock Exchange.
Table 1.5a C&I Loans 1 by Industry/Line of Business Real estate and rental and leasing (a) 12 % Finance and insurance 11 Loans to mortgage companies 10 Health care and social assistance 8 Wholesale trade 7 Manufacturing 7 Accommodation and food service 7 Retail trade 5 Transportation and warehousing 5 Energy 4 Other C&I 24 1 Percentages of C&I portfolio at December 31, 2024.
Table 1.3a C&I Loans 1 by Industry/Line of Business Loans to mortgage companies 13 % Finance and insurance 12 Real estate and rental and leasing (a) 11 Wholesale trade 7 Health care and social assistance 7 Accommodation and food service 7 Manufacturing 6 Retail trade 5 Transportation and warehousing 5 Other C&I 27 1 Percentages of C&I portfolio at December 31, 2025.
As indicated in this Item 1A under the caption Accounting Risks beginning on page 49 , these guidelines and rules could change and cause provision expense or charge-offs to be more volatile, or to be recognized on an accelerated basis, for reasons not always related to the underlying performance of our portfolio.
As indicated in this Item 1A under the caption Accounting Risks beginning on page 33 , these guidelines and rules have changed in the past and could do so again in the future, causing provision expense or charge-offs to be more volatile, or to be recognized on an accelerated basis, for reasons not always related to the underlying performance of our portfolio.
Tennessee law permits Tennessee banks to establish subsidiaries and to engage in any activities permissible for a national bank located in Tennessee, subject to compliance with Tennessee regulations relating to the conduct of such activities for the purpose of maintaining bank safety and soundness.
Tennessee law permits Tennessee banks to establish subsidiaries and to engage in any activities permissible for a national bank located in Tennessee, subject to compliance with Tennessee regulations relating to the conduct of such activities for the purpose of maintaining bank safety and soundness. 11 2025 FORM 10-K ANNUAL REPORT ITEM 1.
Damage to our reputation could hinder our ability to access the capital markets or otherwise impact our liquidity, could hamper our ability to attract new clients and retain existing ones, could impact the market value of our stock, could create or aggravate regulatory difficulties, and could undermine our ability to attract and retain talented associates, among other things.
Negative sentiment among stakeholders could hinder our ability to access the capital markets or otherwise impact our liquidity, could hamper our ability to attract new clients and retain existing ones, could impact the market value of our stock, and could undermine our ability to attract and retain talented associates, among other things.
Most notably, the CFPB adopted a new "Personal Financial Data Rights" rule in 2024. Under the CFPB rule, banks will be required to make client data available upon request to the client and authorized third parties in a secure and reliable manner without charge.
Under the CFPB rule, banks will be required to make client data available upon request to the client and authorized third parties in a secure and reliable manner without charge.
Data Security & Portability Security & Privacy Federal law requires banks to implement a comprehensive information security program that includes administrative, technical, and physical safeguards. Banks are required to have appropriate data governance practices and risk management processes as key functions supporting their operational resilience. Data privacy and protection increasingly is a significant legislative, regulatory, and societal concern.
Federal law also requires banks to implement a comprehensive information security program that includes administrative, technical, and physical safeguards. Banks are required to have appropriate data governance practices and risk management processes as key functions supporting their operational resilience.
We regularly communicate through a variety of channels and seek input through formal surveys and through the Firstpower Council, a group of associates representing various areas of the company that provide direct feedback on opportunities to enhance our culture and organizational effectiveness.
BUSINESS Table of Contents through volunteerism and by participating in our numerous associate resource groups. We regularly communicate through a variety of channels and seek input through formal surveys and through the Firstpower Council, a group of associates representing various areas of the company that provide direct feedback on opportunities to enhance our culture and organizational effectiveness.
Key potential events which could have such an impact include (1) sovereign debt default (default by one or more governments in their borrowings), (2) bank and/or corporate debt default, (3) market and other liquidity disruptions, and, if stresses become especially severe, (4) the collapse of governments, alliances, or currencies, and (5) military conflicts.
Key potential events which could have such an impact include (1) sovereign debt default, (2) bank and/or corporate debt default, (3) market and other liquidity disruptions, (4) the collapse of governments, alliances, or currencies, and (5) military conflicts.
The operational functions of business counterparties, or businesses with which we have no relationship, may experience disruptions that could adversely impact us and over which we may have limited or no control. Although these events cannot be predicted individually, over time and in the aggregate they happen as surely as loan losses.
The operational functions of business counterparties, or businesses with which we have no relationship, may experience disruptions that could adversely impact us and over which we may have limited or no control. Although these events cannot be predicted individually, they have occurred in the past and, over time and in the aggregate, are certain to occur in the future.
Cybersecurity risks for banks and other financial institutions have increased significantly in recent years in part because of the proliferation of technology-based products and services and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, nation state-supported actors, activists and other external parties. This increase is expected to continue and further intensify.
Bad actors can range from amateurs to criminal organizations to nation-states. Cybersecurity risks for banks and other financial institutions have increased significantly in recent years in part because of the proliferation of technology-based products and services and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, nation state-supported actors, activists and other external parties.
As interest rates rise, default risk generally also rises. As borrowers’ obligations to pay interest increases, financial weaknesses generally become more evident. Initially this results in lower consumer credit scores and deteriorating commercial loan grading, and later results in higher default rates.
RISK FACTORS Table of Contents misguided or otherwise affected with substantial adverse consequences to us. As interest rates rise, default risk generally also rises. As borrowers’ obligations to pay interest increases, financial weaknesses generally become more evident. Initially this results in lower consumer credit scores and deteriorating commercial loan grading, and later results in higher default rates.
Business Information External to this Report Our current primary internet address is www.firsthorizon.com . A link to the Investor Relations section of our internet website appears near the bottom of the home page of our website. Near the top of the Investor Relations homepage there is a "SEC Filings" link in the banner.
A link to the Investor Relations section of our internet website (ir.firsthorizon.com) appears near the bottom of the home page of our website. Near the top of the Investor Relations homepage there is a "SEC Filings" link in the banner.
Under that agreement, TD was to acquire FHN for an all-cash purchase price of $25 per FHN common share, with the price modestly increasing if the transaction closed later than a certain date. On February 9, 2023, FHN and TD agreed to extend the outside date for the transaction to close until May 27, 2023.
Under that agreement, TD was to acquire FHN for an all-cash purchase price of $25 per FHN common share, with the price modestly increasing if the transaction closed later than a certain date.
Subsequent to the extension, TD informed FHN that TD did not expect the necessary regulatory approvals to be received in time to complete the transaction by May 27, 2023. On May 4, 2023, FHN and TD agreed to terminate the transaction.
FHN and TD agreed to terminate the transaction on May 4, 2023, after TD informed FHN that TD did not expect to receive the necessary regulatory approvals in time to complete the transaction on schedule.
Further information regarding deposits is provided: in Note 8 beginning on page 152 appearing in our 2024 Financial Statements (Item 8); under the caption Deposits beginning on page 81 appearing in our 2024 MD&A (Item 7); and in other parts of this report referenced under Deposits .
Further information regarding deposits is provided: in Note 8 beginning on page 128 appearing in our 2025 Financial Statements (Item 8); under the caption Deposits beginning on page 62 appearing in our 2025 MD&A (Item 7); and in other parts of this report referenced under Deposits . 6 2025 FORM 10-K ANNUAL REPORT ITEM 1.
Changes in modeling could have significant impacts upon our reported financial results and condition. In addition, we use those models and approaches to manage our loan portfolios and lending businesses. To the extent our models and approaches are not consistent with underlying real-world conditions, our management decisions could be misguided or otherwise affected with substantial adverse consequences to us.
Changes in modeling could have significant impacts upon our reported financial results and condition. In addition, we use those models and approaches to manage our loan portfolios and lending businesses. To the extent our models and approaches are not consistent with underlying real-world conditions, our management decisions could be 26 2025 FORM 10-K ANNUAL REPORT ITEM 1A.
Examples of the risks created or compounded by the widespread and rapid adoption of relatively untested technologies include: security incursions; operational malfunctions or other disruptions; and legal claims of patent or other intellectual property infringement.
Examples of the risks created or compounded by the widespread and rapid adoption of relatively new technologies include: security incursions; operational malfunctions or other disruptions; and legal claims of patent or other intellectual property infringement. We use third-party service providers for certain bank functions.
Two of our subsidiaries are registered investment advisers which are regulated under the Investment Advisers Act of 1940. Advisory contracts with clients automatically terminate under these laws upon an assignment of the contract by the investment adviser unless appropriate consents are obtained. Insurance Activities Certain of our subsidiaries sell various types of insurance as agent in a number of states.
As of December 31, 2025, two of our subsidiaries were registered investment advisers which are regulated under the Investment Advisers Act of 1940. Advisory contracts with clients automatically terminate under these laws upon an assignment of the contract by the investment adviser unless appropriate consents are obtained.
The payment of cash dividends by us or by the Bank also may be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines and requirements imposed by debt covenants.
The payment of cash dividends by us or by the Bank also may be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines, as discussed under Capital Adequacy within this Supervision and Regulation discussion below.
Insurance activities are subject to regulation by the states in which such business is transacted. Although most of such regulation focuses on insurance companies and their insurance products, insurance agents and their activities are also subject to regulation by the states, including, among other things, licensing and marketing and sales practices.
Although most of such regulation focuses on insurance companies and their insurance products, insurance agents and their activities are also subject to regulation by the states, including, among other things, licensing and marketing and sales practices. 19 2025 FORM 10-K ANNUAL REPORT ITEM 1.
Non-traditional companies competing with us for traditional banking products and services include investment banks, brokerage firms, insurance company affiliates, peer-to-peer lending arrangers, non-bank deposit acceptors, companies offering payment facilitation services, and extremely short-term consumer loan companies.
Non-traditional companies competing with us for traditional banking products and services include investment banks, brokerage firms, insurance company affiliates, specialty finance companies, and extremely short-term consumer loan companies.
Extensions of credit and other transactions between the Bank and us or such other affiliates must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions with non-affiliated companies.
Extensions of credit and other transactions between the Bank and us or such other affiliates must be on terms and under circumstances that are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions with non-affiliated companies, and extensions of credit by the Bank to us or our other subsidiaries must be secured by specified amounts and types of collateral. 12 2025 FORM 10-K ANNUAL REPORT ITEM 1.
Our ability to manage credit risks depends primarily upon our ability to assess the creditworthiness of loan and lease clients and other counterparties and the value of any collateral, including real estate, among other things.
Our ability to manage credit risks depends primarily upon our ability to assess the creditworthiness of loan and lease clients and other counterparties and the value of any collateral, including real estate, among other things. We further manage credit risk by diversifying our loan and lease portfolio, by managing its granularity, and by following per-relationship lending limits.
Toronto-Dominion Transaction On February 27, 2022, FHN entered into an Agreement and Plan of Merger (the “TD Merger Agreement”) with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”) and certain TD subsidiaries.
In February 2022, we completed the principal systems conversion work related to that merger. On February 27, 2022, FHN entered into an Agreement and Plan of Merger with The Toronto-Dominion Bank, a Canadian chartered bank (“TD”) and certain TD subsidiaries.
Those criticisms, in turn, ultimately may be acted upon by legislators or regulators. Credit Risks We face the risk that our clients may not repay their loans or make payments on their leases and that the realizable value of collateral and other credit support may be insufficient to avoid a charge-off.
Credit Risks We face the risk that our clients may not repay their loans or make payments on their leases and that the realizable value of collateral and other credit support may be insufficient to avoid a charge-off. We also face risks that other counterparties, in a wide range of situations, may fail to honor their obligations to pay us.
We compete to raise capital in the equity and debt markets. See Liquidity and Funding Risks beginning on page 44 of this Item 1A for additional information concerning this risk. Traditional Strategic Risks We may be unable to successfully implement our strategies to operate and grow our commercial, consumer & wealth and wholesale banking businesses.
See Liquidity and Funding Risks beginning on page 30 of this Item 1A for additional information concerning this risk. Traditional Strategic Risks We may be unable to successfully implement our strategies to organically grow our businesses.
Financial and other additional information concerning our segments—including information concerning assets, revenues, and financial results—appears in our 2024 MD&A (Item 7) and in our 2024 Financial Statements (Item 8), especially in Note 19—Business Segment Information. Note 19 begins on page 175 .
In this report, segment information for prior periods has been reclassified to conform with our current segments. Financial and other additional information concerning our segments—including information concerning assets, revenues, and financial results—appears in our 2025 MD&A (Item 7) and in our 2025 Financial Statements (Item 8), especially in Note 19—Business Segment Information. Note 19 begins on page 150 .
It is highly uncertain what demand and utilization will be once that disruption fully ends. The consumer real estate portfolio contains a number of concentrations which affect credit risk assessment of the portfolio. • Product concentration.
It is uncertain what demand and utilization will be once that disruption fully ends. Another part of our CRE portfolio consists of multi-family properties, a sector which has also been subject to recent stress. The consumer real estate portfolio contains a number of concentrations which affect credit risk assessment of the portfolio. • Product and collateral concentration.
Carolina 13 Noninterest 24 Louisiana 12 All other 20 1 Percentages of deposits at December 31, 2024. Business Segments Segment Overview Our financial results of operations are reported through operational business segments which are not closely related to the legal structure of our subsidiaries. During 2024, we reorganized our internal management structure and, accordingly, reclassified our reportable business segments.
Uninsured - Collateralized 8 N. Carolina 12 Noninterest 23 Louisiana 12 All other 26 1 Percentages of deposits at December 31, 2025. Business Segments Segment Overview Our financial results of operations are reported through operational business segments which are not closely related to the legal structure of our subsidiaries.
Once a bank has established branches in a state through de novo or acquired branching or through an interstate merger transaction, the bank may then establish or acquire additional branches within that state to the same extent that a bank chartered in that state is allowed to establish or acquire branches within the state.
Once a bank has established branches in a state through de novo or acquired branching or through an interstate merger or acquisition transaction, the bank may then establish or acquire additional branches within that state 15 2025 FORM 10-K ANNUAL REPORT ITEM 1.
RISK FACTORS Table of Contents Risks Related to Businesses We May Exit We may be unable to successfully implement a disposition or wind-down of businesses or units which no longer fit our strategic plans. We consider possible closures and divestitures as we continue to adapt to a changing business and regulatory environment.
We may be unable to successfully implement a disposition or wind-down of businesses or units which no longer fit our strategic plans. We consider possible closures and divestitures as we continue to adapt to a changing business and regulatory environment. Actions of this sort typically are elevated in the first few years after a significant merger.
We believe that the successful execution of organic growth depends upon a number of key elements, including: • our ability to attract and retain clients in our commercial and consumer banking market areas and in our specialty banking markets; • our ability to achieve and maintain growth in our earnings while pursuing new business opportunities; • our ability to maintain a high level of client service while optimizing our physical banking center count due to changing client demand, all while expanding our remote banking services and expanding or enhancing our information processing, technology, compliance, and other operational infrastructures effectively and efficiently; • our ability to manage the liquidity and capital requirements associated with growth, especially organic growth and cash-funded acquisitions; and • our ability to manage effectively and efficiently the changes and adaptations necessitated by a complex, burdensome, and evolving regulatory environment.
We believe that the successful execution of organic growth depends upon a number of key elements, including: • attracting and retaining clients in our commercial and consumer banking market areas and in our specialty banking markets; • achieving and maintaining growth in our earnings while pursuing new business opportunities; • maintaining a high level of client service while optimizing our operational infrastructures effectively and efficiently; • managing the liquidity and capital requirements associated with growth; and • managing effectively and efficiently the changes and adaptations necessitated by a complex and evolving regulatory environment.
In recent years, certain financial companies or their affiliates that traditionally were not banks have been able to compete more directly with the Bank for deposits and other traditional banking services and products. The trend of increasing fluidity across traditional boundaries is likely to continue.
A number of recent technologies created or operated by non-banks have been integrated into the financial systems used by traditional banks. In addition, certain financial companies or their affiliates that traditionally were not banks have been able to compete more directly with the Bank for deposits and other traditional banking services and products.
Carolina 7 Louisiana 6 Louisiana 7 Georgia 6 Georgia 4 All other 22 New York 5 All other 34 All other 11 1 Dollars and percentages at December 31, 2024. C&I Loans The C&I portfolio, our largest portfolio by far, was $33 billion at December 31, 2024.
Carolina 6 Louisiana 6 Louisiana 8 Georgia 6 All other 39 All other 25 All other 17 1 Dollars and percentages at December 31, 2025. C&I Loans The C&I portfolio, our largest portfolio by far, was $36 billion at December 31, 2025.

… 466 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

74 edited+20 added−76 removed28 unchanged
Biggest changeWith larger transactions, fair value and other estimations can take up to four quarters to finalize. These estimates, and their revisions, can have a substantial effect on the presentation of our financial condition and operating results after the transaction closes.
Biggest changeIf our estimates are inaccurate or need to be adjusted, our financial condition and results of operations could be materially impacted. A significant merger or acquisition requires us to make many estimates, including the fair values of acquired assets and liabilities. With larger transactions, fair value and other estimations can take up to four quarters to finalize.
Not all such risks are insured, in any given insured situation our insurance may be inadequate to cover all loss, and many risks we face are uninsurable. For those risks that are insured, we also face the risks that the insurer may default on its obligations or that the insurer may refuse to honor them.
Not all such risks are insured, in any given insured situation our insurance may be inadequate to cover all loss, and many risks we face are uninsurable. For those risks that are insured, we also face the risks that the insurer may default on its obligations or refuse to honor them.
However, other estimates can be highly significant at discrete times or during periods of varying length, for example the valuation (or impairment) of our deferred tax assets. Estimates are made at specific points in time. As actual events unfold, estimates are adjusted accordingly.
However, other estimates can be highly significant at discrete times or during periods of varying length, for example the valuation (or impairment) of our deferred tax assets. Estimates are made at specific points in time. Accordingly, as actual events unfold, estimates may be adjusted.
Regulation of banks is tiered based on asset size; we are close to reaching $100 billion, which is the next tier above us. Regulatory restrictions and costs tend to increase based on asset tier.
Regulation of banks is tiered based on asset size; we are close to reaching $100 billion, which is currently the next tier above us. Regulatory restrictions and costs tend to increase based on asset tier.
In addition, each deposit agreement between us and the depositary, which governs the rights of the depositary shares related to our Series B and C preferred stock (respectively), provides that any action or proceeding arising out of or relating in any way to the deposit agreement may only be brought in a state court located in the State of New York or in the United States District Court for the Southern District of New York.
In addition, each deposit agreement between us and the depositary, which governs the rights of the depositary shares related to our Series C preferred stock, provides that any action or proceeding arising out of or relating in any way to the deposit agreement may only be brought in a state court located in the State of New York or in the United States District Court for the Southern District of New York.
In general, the costs of our funding directly impact our costs of doing business and, therefore, can positively or negatively affect our financial results. Our funding requirements in 2024 were met principally by deposits, by financing from other financial institutions, and by funds obtained from the capital markets.
In general, the costs of our funding directly impact our costs of doing business and, therefore, can positively or negatively affect our financial results. Our funding requirements in 2025 were met principally by deposits, by financing from other financial institutions, and by funds obtained from the capital markets.
A considerable portion of our funding comes from short-term and demand deposits, while a sizeable portion of our lending and investing is in medium-term and long-term instruments. Changes in interest rates directly impact our revenues and expenses and could expand or compress our net interest margin.
A considerable portion of our funding comes from short-term and demand deposits, while a sizable portion of our lending and investing is in medium-term and long-term instruments. Changes in interest rates directly impact our revenues and expenses and could expand or compress our net interest margin.
These include, but are not limited to, our financial results, organizational or political changes, adverse impacts on our reputation, changes in the activities of our business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counterparty availability, changes affecting our loan portfolio or other assets, changes affecting our corporate and regulatory structure, interest rate fluctuations, ratings agency actions, general economic conditions, and the legal, regulatory, accounting, and tax environments governing our funding transactions.
These include, but are not limited to, our financial results, organizational or political changes, adverse impacts on key stakeholder sentiment, changes in the activities of our business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counterparty availability, changes affecting our loan portfolio or other assets, changes affecting our corporate and regulatory structure, interest rate fluctuations, ratings agency actions, general economic conditions, and the legal, regulatory, accounting, and tax environments governing our funding transactions.
General regulation of greenhouse gas emissions, carbon taxation schemes, government subsidies for "green" industries over carbon-intensive ones, and other such political/governmental actions could substantially and directly impact us or our clients. Even if we are not directly impacted in any significant manner by such actions, impacts on clients could have a significant impact on us.
General regulation of GHG emissions, carbon taxation schemes, government subsidies for "green" industries over carbon-intensive ones, and other such political/governmental actions could substantially and directly impact us or our clients. Even if we are not directly impacted in any significant manner by such actions, impacts on clients could have a significant impact on us.
These exclusive forum provisions do not mean that holders of our common stock or depositary shares have waived our obligations to comply with the federal securities laws and the rules and regulations thereunder. 51 2024 FORM 10-K ANNUAL REPORT ITEM 1B. UNRESOLVED STAFF COMMENTS THROUGH ITEM 4. MINE SAFETY DISCLOSURES Table of Contents Item 1B. Unresolved Staff Comments Not applicable.
These exclusive forum provisions do not mean that holders of our common stock or depositary shares have waived our obligations to comply with the federal securities laws and the rules and regulations thereunder. 34 2025 FORM 10-K ANNUAL REPORT ITEM 1B. UNRESOLVED STAFF COMMENTS THROUGH ITEM 4. MINE SAFETY DISCLOSURES Table of Contents Item 1B. Unresolved Staff Comments Not applicable.
At December 31, 2024, both rating agencies rated the unsecured senior debt of the Corporation and of the Bank as investment grade.
At December 31, 2025, both rating agencies rated the unsecured senior debt of the Corporation and of the Bank as investment grade.
Significant cost increases and uncertainties impacting clients and communities in our coastal markets may jeopardize the substantial growth trends of those markets. A significant part of our growth prospects are concentrated in the major gulf coast markets and several markets on the southern Atlantic seacoast of the U.S.
Cost increases and uncertainties impacting clients and communities in our coastal markets may jeopardize the substantial growth trends of those markets and could have a significant impact on us. A significant part of our growth prospects are concentrated in the major gulf coast markets and several markets on the southern Atlantic seacoast of the U.S.
Some parties with whom we do business have internal policies restricting the business that can be done with financial institutions, such as the Bank, that have credit ratings lower than a certain threshold.
Some parties with whom we do business have internal policies restricting the business that can be done with financial institutions that have credit ratings lower than a certain threshold.
RISK FACTORS Table of Contents In addition, the exclusive forum clauses in our bylaws and deposit agreements could apply to actions or proceedings that may arise under the federal securities laws, depending on the nature of the claim alleged.
In addition, the exclusive forum clauses in our bylaws and deposit agreements could apply to actions or proceedings that may arise under the federal securities laws, depending on the nature of the claim alleged.
RISK FACTORS Table of Contents Accounting Risks The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates that affect the financial statements. The estimate that is consistently one of our most critical is the level of the allowance for credit losses.
Accounting Risks The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant subjective and complex estimates that affect the financial statements. The estimate that is consistently one of our most critical is the level of the allowance for credit losses.
Insurance Our property and casualty insurance may not cover, or may be inadequate to fully cover, the risks that we face, and we may be adversely affected by a default by insurers. We use insurance to manage a number of risks, including damage or destruction of property as well as legal and other liability.
Insurance Our property and casualty insurance may not cover, or may be inadequate to fully cover, the risks that we face, and we may be adversely affected by a default by insurers. We use insurance to mitigate a number of risks, including damage or destruction of property and losses as well as legal and other liability, including for cyber-related incidents.
Our controls and procedures may fail or be circumvented. Internal controls, disclosure controls and procedures, and corporate governance policies and procedures (“controls and procedures”) must be effective in order to provide assurance that financial reports are materially accurate.
Internal controls, disclosure controls and procedures, and corporate governance policies and procedures (“controls and procedures”) must be effective in order to provide assurance that financial reports are materially accurate.
To a significant degree our banking business is exposed to economic, regulatory, natural disaster, and other risks that primarily impact the southeastern and south-central U.S. states where we do most of our traditional lending and deposit taking business.
Geographic Risks We are subject to risks of operating in various jurisdictions. To a significant degree our banking business is exposed to economic, regulatory, natural disaster, and other risks that primarily impact the southeastern and south-central U.S. where we do most of our traditional lending and deposit taking business.
RISK FACTORS Table of Contents Share Owning & Governance Risks The principal source of cash flow to pay dividends on our stock, as well as service our debt, is dividends and distributions from the Bank, and the Bank may become unable to pay dividends to us without regulatory approval.
Share Owning & Governance Risks The principal source of cash flow to pay dividends on our stock, as well as service our debt, is dividends and distributions from the Bank, and the Bank may become unable to pay dividends to us.
If many default insurers were to experience downgrades or insolvency at the same time, the risk of a financial impact would be amplified. We own certain bank-owned life insurance policies as assets on our balance sheet.
RISK FACTORS Table of Contents balance sheet and, in either case, a corresponding impact on our financial results. If many default insurers were to experience downgrades or insolvency at the same time, the risk of a financial impact would be amplified. We own certain bank-owned life insurance policies as assets on our balance sheet.
We believe we could access the capital markets again if we desired to do so. Risk remains, however, that capital markets may become unavailable to us for reasons beyond our control. A number of more general factors could make funding more difficult, more expensive, or unavailable on affordable terms.
Risk remains, however, that capital markets may become unavailable to us for reasons beyond our control. A number of more general factors could make funding more difficult, more expensive, or unavailable on affordable terms.
Exclusive forum clauses may also lead to increased costs to bring a claim or may limit the ability of holders of our common stock or depositary shares to bring a claim in a judicial forum they find favorable. 50 2024 FORM 10-K ANNUAL REPORT ITEM 1A.
Exclusive forum clauses may also lead to increased costs to bring a claim or may limit the ability of holders of our common stock or depositary shares to bring a claim in a judicial forum they find favorable.
A flat or inverted yield curve may reduce our net interest margin and adversely affect our lending and fixed income businesses. The yield curve is a reflection of interest rates, at various maturities, applicable to assets and liabilities.
A flat or inverted yield curve may reduce our net interest margin and adversely affect our lending and fixed income businesses. The yield curve is a reflection of interest rates, at various maturities, applicable to assets and liabilities. Historically, the yield curve is usually upward sloping (higher rates for longer terms and lower rates for shorter terms).
In addition, other actions by ratings agencies can create uncertainty about our ratings in the future and thus can adversely affect the cost and availability of funding, including placing us on negative outlook or on watchlist.
In addition, other actions by ratings agencies can create uncertainty about our ratings in the future and thus can adversely affect the cost and availability of funding, including placing us on negative outlook or on watchlist. Reductions in our credit ratings could result in counterparties reducing or terminating their relationships with us.
Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption Market Risk Management beginning on page 87 of our 2024 MD&A (Item 7). Declines, disruptions, or precipitous changes in markets or market prices can adversely affect our fees and other income sources.
Additional information concerning these risks and our management of them appears under the caption Market Risk Management beginning on page 68 of our 2025 MD&A (Item 7). Declines, disruptions, or precipitous changes in markets or market prices can adversely affect our fees and other income sources.
If those regions of the U.S. were to experience adversity not shared by other parts of the country, we would be likely to experience adversity to a degree not shared by those competitors which have a broader or different regional footprint.
If, as on some occasions in the past, those regions of the U.S. were to experience adversity not shared by other parts of the country, we could experience adversity to a degree not shared by those competitors which have a broader or different regional footprint.
A failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operations. 49 2024 FORM 10-K ANNUAL REPORT ITEM 1A.
A failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operations.
At or above $100 billion, the requirement increases with size and certain activities. The largest banks, which must maintain the highest minimum ratio, may be incented to compete for core deposits vigorously.
Institutions with less than $100 billion of assets are not required to maintain a minimum liquidity coverage ratio. At or above $100 billion, the requirement increases with size and certain activities. The largest banks, which must maintain the highest minimum ratio, may be incented to compete for core deposits vigorously.
We may also issue equity securities directly as consideration for acquisitions we may make that would be dilutive to shareholders in terms of voting power and share-of-ownership, and could be dilutive financially or economically. The IBKC merger, for example, resulted in a significant increase in our outstanding shares.
We may also issue equity securities directly as consideration for acquisitions we may make that would be dilutive to shareholders in terms of voting power and share-of-ownership, and could be dilutive financially or economically.
Typically, we are unable to estimate our loss exposure from legal claims until relatively late in the litigation process, which can make our financial recognition of loss from litigation unpredictable and highly uneven from one period to the next.
However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty. Typically, we are unable to estimate our loss exposure from legal claims until relatively late in the litigation process, which can make our financial recognition of loss from litigation unpredictable and highly uneven from one period to the next.
The Federal Reserve began reducing short-term rates in the last half of 2024 based on economic events during the year, including reduced inflationary pressures, employment data, and overall economic activity. Whether, and to what extent, economic conditions will support continued short-term rate reductions in 2025 remains uncertain.
The Federal Reserve began reducing short-term rates in the last half of 2024 based on economic events during the year, including reduced inflationary pressures, employment data, and overall economic activity, and rate reductions continued in 2025, leading to decreased competition for deposits.
We manage the risks of holding inventories of securities and loans through certain market risk management policies and procedures, including, for example, hedging activities and Value-at-Risk (“VaR”) limits, trading policies, modeling, and stress analyses. Average fixed income trading securities (long positions) were $1.4 billion for 2024 and $1.2 billion for 2023.
We manage the risks of holding inventories of securities and loans through certain market risk management policies and procedures, including, for example, hedging activities and Value-at-Risk (“VaR”) limits, trading policies, modeling, and stress analyses.
Servicing requires continual interaction with consumer clients. Federal, state, and sometimes local laws regulate when and how we interact with consumer clients. The requirements can be complex and difficult for us to administer, especially if a client experiences difficulty with the mortgage loan. Failure to follow the applicable rules can result in significant penalties or other loss for us.
RISK FACTORS Table of Contents when and how we interact with consumer clients. The requirements can be complex and difficult for us to administer, especially if a client experiences difficulty with the mortgage loan. Failure to follow the applicable rules can result in significant penalties or other loss for us.
If actual expenditures were to exceed our estimates in a future period, our future expenses could be adversely and unexpectedly increased. Liquidity & Funding Risks Liquidity is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity, may materially and adversely affect our businesses, results of operations, financial condition, and cash flows.
Liquidity & Funding Risks Liquidity is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity, may materially and adversely affect our businesses, results of operations, financial condition, and cash flows.
If a default insurer were to experience a significant credit downgrade or were to become insolvent, that could adversely affect the carrying value of loans insured by that company, which could result in an immediate increase in our loan loss provision or write-down of the carrying value of those loans on our balance sheet and, in either case, a corresponding impact on our financial results.
If a default insurer were to experience a significant credit downgrade or were to become insolvent, that could adversely affect the carrying value of loans insured by that company, which could result in an immediate increase in our loan loss provision or write-down of the carrying value of those loans on our 29 2025 FORM 10-K ANNUAL REPORT ITEM 1A.
RISK FACTORS Table of Contents Banks in the U.S. already operate under privacy-protection laws and rules, but banking industry regulations in this area might be enlarged in response to this concern.
Further general regulation to protect data privacy appears likely. Banks in the U.S. already operate under privacy-protection laws and rules, but banking industry regulations in this area might be enlarged in response to this concern.
For us, significant impacts of crossing the $100 billion threshold include becoming subject to Category IV enhanced prudential standards and becoming at-risk for being subject to a liquidity coverage ratio requirement. Compliance costs associated with those and other over-$100-billion regulations are expected to be significant.
For us, significant impacts of crossing the $100 billion threshold, under current regulatory standards, include becoming subject to Category IV enhanced prudential standards and becoming at-risk for being subject to a liquidity coverage ratio requirement.
Changes in accounting rules can significantly affect how we record and report assets, liabilities, revenues, expenses, and earnings. Although such changes generally affect all companies in a given industry, in practice changes sometimes have a disparate impact due to differences in the circumstances or business operations of companies within the same industry.
Although such changes generally affect all companies in a given industry, in practice changes sometimes have a disparate impact due to differences in the circumstances or business operations of companies within the same industry.
Many of our fastest growing markets, including most significantly those in Florida, can be impacted significantly by hurricanes and other severe coastal weather events. As those markets grow, our economic commitment to them grows, as does our financial exposure to those events.
Many of our fastest growing markets, including most significantly those in Florida, have been and can be impacted significantly by hurricanes and other severe coastal weather events.
Political volatility within the federal government, both at the regulatory and Congressional levels, creates significant potential for major and abrupt shifts in federal policy regarding bank regulation, taxes, and the economy, any of which could have significant impacts on our business and financial performance, as well as that of our commercial clients.
Political conflict within and among branches of government has and could in the future result in abrupt policy shifts regarding bank regulation, taxes, and the economy, any of which could have significant impacts on our business and financial performance, as well as that of our commercial clients.
All but the very largest banks, including our Bank, faced all three of these factors to an extent. Banks with higher-than-usual levels of one or more of these factors tended to be more strongly impacted by the banking crisis events in the first half of 2023. Deposit levels may be affected, fairly quickly, by changes in monetary policy.
All but the very largest banks, including our Bank, faced all three of these factors to an extent. Deposit levels may be affected, fairly quickly, by changes in monetary policy.
Asset Inventories & Market Risks The trading securities inventories and loans held for sale in our fixed income business are subject to market and credit risks.
As a result, disruptions in those areas may adversely impact our earnings in that business unit. Asset Inventories & Market Risks The trading securities inventories and loans held for sale in our fixed income business are subject to market and credit risks.
First Horizon Corporation primarily depends upon common dividends from the Bank for cash to fund dividends we pay to our common and preferred shareholders, and to service our outstanding debt. Regulatory constraints might constrain or prevent the Bank from declaring and paying dividends to us in future years without regulatory approval.
First Horizon Corporation primarily depends upon common dividends from the Bank for cash to fund dividends we pay to our common and preferred shareholders, and to service our outstanding debt.
Our holding company (the Corporation) and our Bank currently receive ratings from rating agencies for unsecured borrowings. A rating below investment grade typically reduces availability and increases the cost of market-based funding. A debt rating of Baa3 or higher by Moody’s Investors Service, or BBB- or higher by Fitch Ratings, is considered investment grade for many purposes.
Credit Ratings Our credit ratings directly affect the availability and cost of our unsecured funding. Our holding company (the Corporation) and our Bank currently receive ratings from rating agencies for unsecured borrowings. A rating below investment grade typically reduces availability and increases the cost of market-based funding.
Hedging creates certain risks for us, including the risk that the other party to the hedge transaction will fail to perform (counterparty risk, which is a type of credit risk), and the risk that the hedge will not fully protect us from loss as intended (hedge failure risk).
Hedging creates certain risks for us, including the risk that the other party to the hedge transaction will fail to perform (counterparty risk), and the risk that the hedge will not fully protect us from loss as intended (hedge ineffectiveness risk). Unexpected counterparty failure or hedge ineffectiveness could have a significant adverse effect on our liquidity and earnings.
Currently we have five series of preferred stock outstanding, one issued by the Bank and four by First Horizon Corporation. Subject to capital needs and market conditions, additional series may be issued in the future.
Subject to capital needs and market conditions, additional series of preferred stock may be issued in the future.
Higher funding costs reduce our net interest margin, net interest income, and net income. The market among banks for deposits may be impacted by regulatory funding and liquidity requirements . Regulatory rules generally provide favorable treatment for core deposits. Institutions with less than $100 billion of assets are not required to maintain a minimum Liquidity Coverage ratio.
Funding costs may also increase if deposits lost are replaced with wholesale funding. Higher funding costs reduce our net interest margin, net interest income, and net income. The market among banks for deposits may be impacted by regulatory funding and liquidity requirements . Regulatory rules generally provide favorable treatment for core deposits.
Moreover, political conflict within and among branches of government, and within and among government agencies, can rise to a level where day-to-day functions could be interrupted or impaired, including as a result of government shutdowns. Data privacy is becoming a major political concern. The laws governing it are new and are likely to evolve and expand.
Moreover, political conflict within and among branches of government, and within and among government agencies, has in the past risen to, and could again rise to, a level where day-to-day functions could be interrupted or impaired, including as a result of government shutdowns.
These provisions could make it more difficult for a third party to acquire us even if an acquisition might be at a price attractive to many of our shareholders. In addition, federal banking laws prohibit non-financial-industry companies from owning a bank and require regulatory approval of any change in control of a bank.
These provisions could make it more difficult for a third party to acquire us even if an acquisition might be at a price attractive to many of our shareholders.
Those facilities provide funding quickly when we need it, up to program limits. Program limits are based, in part, on the fair value of potential collateral we can provide, which fluctuates with market conditions. We also have and use access to the discount window at the Federal Reserve.
Those facilities provide funding quickly when we need it, up to program limits. Program limits are based, in part, on the fair value 30 2025 FORM 10-K ANNUAL REPORT ITEM 1A. RISK FACTORS Table of Contents of potential collateral we can provide, which fluctuates with market conditions.
We compete with banks and other financial institutions for deposits and as a result, we could lose deposits in the future, clients may shift their deposits into high cost products, or we may need to raise interest rates to avoid deposit attrition. Funding costs may also increase if deposits lost are replaced with wholesale funding.
Deposits generally are a low cost and stable source of funding. We compete with banks and other financial institutions, including (more recently) digital asset providers, for deposits and as a result, we could lose deposits in the future, or we may need to raise interest rates to avoid deposit attrition.
We have a number of assets and obligations that are linked, directly or indirectly, to major securities markets. Significant changes in market performance can have a material impact upon our assets, liabilities, and financial results. An example of that linkage is our obligation to fund our pension plan so that it may satisfy benefit claims in the future.
We have a number of assets and obligations that are linked, directly or indirectly, to major securities markets. Significant changes in market performance can have a material impact upon our assets, liabilities, and financial results. Our hedging activities may be ineffective, may not adequately hedge our risks, and are subject to credit risk.
We have contractual risks from our mortgage business. Our traditional mortgage business primarily consists of helping clients obtain home mortgages which we sell, rather than hold, or which qualify for a government- guarantee program.
Higher rates since 2022 have negatively impacted our income from these businesses. We have contractual risks from our mortgage business. Our traditional mortgage business includes home mortgages some of which we sell, rather than hold, as well as home mortgages which qualify for a government-guarantee program.
Penalties can be severe, up to three times the agency’s loss. As a result, mortgage origination processes need to emphasize being thorough and correct, in compliance with all agency standards. Those processes tend to slow the mortgage lending process for clients and increase the complexity of the paperwork. The mortgage servicing business creates regulatory risks.
Penalties can be severe, up to three times the agency’s loss. As a result, mortgage origination processes need to emphasize being thorough and correct, in compliance with all agency standards. The mortgage servicing business creates regulatory risks. Servicing requires continual interaction with consumer clients. Federal, state, and sometimes local laws regulate 32 2025 FORM 10-K ANNUAL REPORT ITEM 1A.
We also depend upon financing from private institutional or other investors by means of the capital markets. In 2020 we issued and sold $150 million of preferred stock, along with a total of $1.3 billion of senior and subordinated notes. In 2021, we issued and sold another $150 million of preferred stock.
We also depend upon financing from private institutional or other investors by means of the capital markets. In the past, we have issued and sold preferred stock, as well as senior and subordinated notes. We expect to, and believe we could, access the capital markets in the future.
If public confidence fails, deposit levels in our Bank could fall, perhaps fairly quickly if a tipping point is reached, as depositors seek safety and are able to move their funds rapidly. In the mildest version of this scenario, we could be 44 2024 FORM 10-K ANNUAL REPORT ITEM 1A.
If public confidence fails, deposit levels in our Bank could fall, perhaps quickly, as depositors seek safety and are able to move their funds rapidly. In the mildest version of this scenario, we could be forced to raise interest rates we pay on our deposits, raising costs appreciably. In a severe case, deposit flight could render the Bank insolvent.
More fundamentally, elevated insurance and casualty costs blunt a key factor driving growth in many of these high-growth markets: lower costs of living. If market growth slows, our business will be impacted. 43 2024 FORM 10-K ANNUAL REPORT ITEM 1A.
Instability in property insurance has made, and will continue to make, our business decisions more difficult, while also increasing our risks of loan loss. More fundamentally, elevated insurance and casualty costs blunt a key factor driving growth in many of these high-growth markets: lower costs of living. If market growth slows, our business could be impacted.
Unexpected counterparty failure or hedge failure could have a significant adverse effect on our liquidity and earnings. Mortgage Business Risks Two of our mortgage-related businesses—mortgage origination and lending to mortgage companies—are highly sensitive to interest rates and rate cycles. When rates are higher, client activity (and our related income) tends to be muted. Lower rates tend to foster higher activity.
Mortgage Business Risks Two of our mortgage-related businesses—mortgage origination and lending to mortgage companies—are highly sensitive to interest rates and rate cycles. When rates are higher, client activity (and our related income) tends to be muted. Lower rates tend to foster higher activity. The U.S. experienced extremely low interest rates for several years, ending in early 2022.
Legal disputes are an unavoidable part of business, and the outcome of pending or threatened litigation cannot be predicted with any certainty. We face the risk of litigation from clients, associates, vendors, contractual parties, and other persons, either singly or in class actions, and from federal or state regulators. Matters of that sort are pending currently.
We face the risk of litigation from clients, associates, vendors, contractual parties, and other persons, either singly or in class actions, and from federal or state regulators. Matters of that sort are pending currently. We manage litigation risks through internal controls, personnel training, insurance, litigation management, our compliance and ethics processes, and other means.
Public expectations concerning corporate controls on emissions of carbon dioxide, methane, and other greenhouse gases could increase our operating costs in the future without a corresponding increase in revenue, could curtail some aspects of our business, or both.
Public expectations concerning corporate controls on emissions of carbon dioxide, methane, and other greenhouse gases (GHG) could, in the future, increase our operating costs and curtail some aspects of our business. At present, federal environmental regulations do not require us to monitor the direct or indirect GHG 28 2025 FORM 10-K ANNUAL REPORT ITEM 1A.
Accordingly, at any given time a portion of our funds may need to be used for that purpose and therefore would be unavailable for dividends. Furthermore, the Federal Reserve has issued policy statements generally requiring insured banks and bank holding companies only to pay dividends out of current operating earnings.
Also, we are required to provide financial support to the Bank. Accordingly, at any given time a portion of our funds may need to be used for that purpose and therefore would be unavailable for dividends.
Changing expectations could pressure us to physically measure, monitor, and curtail direct emissions and to estimate indirect emissions or impacts, and eventually could result in legal requirements to take those actions or to pay for measured or estimated emissions. For example, we engage a third party to estimate our Scope 1 and 2 location-based emissions, even though not legally required.
Changing expectations could pressure us to physically measure, monitor, and curtail direct emissions and to estimate indirect emissions or impacts and eventually could result in federal environmental legal requirements to take those actions or to pay for measured or estimated emissions. Recent state laws and federal disclosure rules concerning GHG emissions could impose significant additional costs upon us.
In addition, the excess of the value “paid” by us in the merger or acquisition over the fair value of the assets acquired, net of liabilities assumed, is recorded as goodwill. Goodwill is subject to periodic impairment assessment, a process that can result in impairment expense which may be significant and sudden.
These estimates, and their revisions, can have a substantial effect on the presentation of our financial condition and operating results after the transaction closes. In addition, the excess of the value “paid” by us in the merger or acquisition over the fair value of the assets acquired, net of liabilities assumed, is recorded as goodwill.
RISK FACTORS Table of Contents world economies and financial markets as well as the policies and capabilities of the U.S. government and its agencies, and may remain or become increasingly difficult due to economic and other factors beyond our control. For additional information concerning these risks, see Interest Rate and Yield Curve Risks beginning on page 46 .
In addition, our ability to raise funds is strongly affected by the general state of the U.S. and world economies and financial markets as well as the policies and capabilities of the U.S. government and its agencies, and could become more difficult due to economic and other factors beyond our control.
Expectations by the market regarding the direction of future interest rate movements can impact the demand for and value of our fixed income investments and can impact the revenues of our fixed income business. This risk is most apparent during times when strong expectations have not yet been reflected in market rates, or when expectations are especially weak or uncertain.
RISK FACTORS Table of Contents tends to reduce demand for long-term debt securities, which adversely impacts the revenues of our fixed income business. Expectations by the market regarding the direction of future interest rate movements can impact the demand for and value of our fixed income investments and can impact the revenues of our fixed income business.
With or without new regulations, we expect that a significant portion of those compliance costs will need to be borne as we approach the $100 billion tier, rather than commence abruptly when we enter the tier.
Compliance costs associated with those and other over-$100-billion regulations could be significant, and many of those costs will need to be borne (and are already being borne) as we approach the $100 billion tier and proceed with upgrading compliance systems, processes, and staffing.
In 2023 and 2024 it has been widely reported that the economic costs of hurricane events in the U.S. gulf and southern Atlantic coastal areas have been rising significantly. We believe that rising costs are directly related to growth in those areas. For example, much of the growth in Florida has been along the coasts moving out from older cities.
In recent years it has been widely reported that the economic costs of hurricane and other severe weather events in the U.S. gulf and southern Atlantic coastal areas have been rising significantly, triggering concerns regarding the availability, reliability, and cost of adequate property insurance.
ITEM 1A. RISK FACTORS Table of Contents s that are adverse to those of the holders of our existing classes of common or preferred stock.
Such actions could include: reduction or elimination of dividends; the issuance of common or preferred stock, or securities convertible into stock; or the issuance of any class of stock having rights that are adverse to those of the holders of our existing classes of common or preferred stock.
Along with most other regional banks, we experienced significant but much more modest levels of run-off, which we successfully countered with a significant deposit campaign. We believe significant portions of the outgoing deposits transferred either to a few of the very largest U.S. banks or to money market funds which, though not FDIC insured, are supported by U.S. Treasury debt.
In the first half of 2023, following the failure of three large U.S. regional banks, we experienced significant but much more modest levels of run-off, which we successfully countered with a significant deposit campaign.
Events affecting interest rates, markets, and other factors may adversely affect the demand for our products and services in our fixed income business. As a result, disruptions in those areas may adversely impact our earnings in that business unit. Credit Ratings Our credit ratings directly affect the availability and cost of our unsecured funding.
The improvement in the shape of the yield curve in the second half of 2024, which continued in 2025, subsequently resulted in an increase in fixed income values and revenues. Events affecting interest rates, markets, and other factors may adversely affect the demand for our products and services in our fixed income business.
Because we operate in a regulated industry, we prepare regulatory financial reports based on regulatory accounting standards. Changes in those standards can have significant impacts upon us in terms of regulatory compliance. In addition, such changes can impact our ordinary financial reporting, and uncertainties related to regulatory changes can create uncertainties in our financial reporting.
We could be required to apply a new or revised standard retrospectively, which may result in us having to revise our prior period financial statements by material amounts. Changes in regulatory rules can create significant accounting impacts for us. Because we operate in a regulated industry, we prepare regulatory financial reports based on regulatory accounting standards.
At present, federal environmental regulations do not require us to monitor the direct or indirect greenhouse gas emissions associated with building, operating, or maintaining our physical facilities, nor are we taxed or fined in relation to those emissions, because such gases generally are not considered to be pollutants under U.S. federal law.
RISK FACTORS Table of Contents emissions associated with building, operating, or maintaining our physical facilities, nor are we taxed or fined in relation to those emissions.
Direct compliance costs related to these state and federal requirements, should they become effective, will include creating systems to measure or estimate and capture relevant data, staffing, and engagement of vendors, including a firm to provide required assurances (somewhat analogous to a financial statement auditor).
Recent state and federal disclosure laws and regulations related to GHG emissions are discussed in Item 1 of this report. Should these laws become effective as adopted, they could impose significant direct and indirect costs on us, including creating systems to capture relevant data and engaging vendors to provide required assurances.
However, the yield curve can be relatively flat or inverted (downward sloping). Inversion normally is rare, but has happened several times in the past few years. In fact, inversion was continuous from the second half of 2022 through September 2024, when the Federal Reserve began to reduce short-term interest rates and the yield curve flattened.
However, the yield curve can be relatively flat or inverted (downward sloping). Inversion normally is rare but has happened several times in the past. A flat or inverted yield curve tends to decrease net interest margin, which adversely impacts our lending businesses, and it 31 2025 FORM 10-K ANNUAL REPORT ITEM 1A.
Removed
Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears: under the captions Capital Adequacy and Prompt Corrective Action (PCA) within the Supervision & Regulation section of Item 1 which starts on page 21 ; under the captions Capital , Capital Risk Management and Adequacy , and Market Uncertainties and Prospective Trends beginning on pages 82 , 90 , and 97 , respectively, of our 2024 MD&A (Item); and under the caption Regulatory Capital in Note 12—Regulatory Capital and Restrictions, beginning on page 157 of our 2024 Financial Statements (Item 8).
Added
ITEM 1A. RISK FACTORS Table of Contents and the 2025 changes in the U.S. presidential administration and control of the U.S. Senate, which have resulted in, and could result in additional, changing federal or state regulatory priorities. We are unable to predict the form or nature of any future changes to statutes or regulation, including the interpretation or implementation thereof.
Removed
New regulations proposed in 2023 would substantially increase capital and other requirements, various restrictions, and costs, but whether those regulations will be adopted, or their final form if adopted, remains uncertain.
Added
Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, have and could in the future subject us to additional costs, limit the types of financial services and products we may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things.
Removed
Indeed, we are already incurring a portion of these costs as we proceed with upgrading compliance systems, processes, and staffing before these steps are required.
Added
Failure to comply with laws, regulations, policies or supervisory guidance, and any such changes, could result in enforcement and other legal actions by Federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, revocation of a banking charter, other sanctions by regulatory agencies, civil money penalties, and/or damage to our brand, any of which could have a material adverse effect on our business, financial condition, and results of operations.

… 90 more changes not shown on this page.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−3 removed2 unchanged
Biggest changeOur operational and administrative offices are located in several cities where we have banking centers. At December 31, 2024, we believe our physical properties are suitable and adequate for the businesses we conduct.
Biggest changeOur operational and administrative offices are located in several cities where we have banking centers. At December 31, 2025, we believe our physical properties are suitable and adequate for the businesses we conduct.
Removed
Our banking centers, our fixed income and capital markets offices, our wealth management offices, and our loan origination, processing, and other physical offices, in the aggregate, remain important to our ability to deliver financial services to a large portion of our clients.
Removed
For many years, banking center usage by clients has slowly declined, and for many years we have consolidated banking center locations in response to changing utilization patterns. We expect that long-term trend to continue.
Removed
Information concerning our business locations, including banking center and other client-facing facilities, at year-end 2024 is provided under the caption Principal Businesses, Brands, & Locations within the Our Businesses section of Item 1 of this report, which begins on page 8 ; that information is incorporated into this Item 2 by this reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

14 edited+0 added−2 removed9 unchanged
Biggest changeHart served in several roles with First Horizon and the Bank, most recently (before her current role) Executive Vice President, Total Rewards, Executive Vice President (2016-2021) Thomas Hung Age: 43 Senior Executive Vice President—Chief Credit Officer of First Horizon & the Bank (2024) Mr.
Biggest changeHart served in several roles with First Horizon and the Bank, most recently (before her current role) Executive Vice President—Total Rewards (2016-2021) Thomas Hung Age: 44 Senior Executive Vice President—Chief Credit Officer of First Horizon & the Bank (2024) Mr.
Fleming assumed the role of Executive Vice President—Chief Accounting Officer and Corporate Controller in 2012. Previously, starting in 1984, he held several positions with us, most recently (before his current role) Executive Vice President—Corporate Controller (2010-2011). Tanya L. Hart Age: 55 Senior Executive Vice President—Chief Human Resources Officer of First Horizon & the Bank (2024) Mrs.
Fleming assumed the role of Executive Vice President—Chief Accounting Officer and Corporate Controller in 2012. Previously, starting in 1984, he held several positions with us, most recently (before his current role) Executive Vice President—Corporate Controller (2010-2011). Tanya L. Hart Age: 56 Senior Executive Vice President—Chief Human Resources Officer of First Horizon & the Bank (2024) Mrs.
Argo served in several roles with First Horizon and the Bank, including (prior to her role as Deputy Chief Risk Officer) Director of Credit and Financial Risk (2020-2024). Hope Dmuchowski Age: 46 Principal Financial Officer Senior Executive Vice President—Chief Financial Officer of First Horizon & the Bank (2021) Ms. Dmuchowski was elected to her current position in November 2021.
Argo served in several roles with First Horizon and the Bank, including (prior to her role as Deputy Chief Risk Officer) Director of Credit and Financial Risk (2020-2024). Hope Dmuchowski Age: 47 Principal Financial Officer Senior Executive Vice President—Chief Financial Officer of First Horizon & the Bank (2021) Ms. Dmuchowski was elected to her current position in November 2021.
Vice President, Chief Financial and Operations Officer—Enterprise Operations Services for BB&T (2013-2017). Her career with BB&T, a predecessor of Truist, started in 2007. Jeff L. Fleming Age: 63 Principal Accounting Officer Executive Vice President—Chief Accounting Officer and Corporate Controller of First Horizon & the Bank (2012) Mr.
Vice President, Chief Financial and Operations Officer—Enterprise Operations Services for BB&T (2013-2017). Her career with BB&T, a predecessor of Truist, started in 2007. Jeff L. Fleming Age: 64 Principal Accounting Officer Executive Vice President—Chief Accounting Officer and Corporate Controller of First Horizon & the Bank (2012) Mr.
During that time he was also an Executive Vice President and a Senior Executive Vice President of Regions. Tammy S. LoCascio Age: 56 Senior Executive Vice President—Chief Operating Officer of First Horizon & the Bank (2021) Following the closing of the merger of equals between First Horizon and IBKC in 2020, Ms.
During that time he was also an Executive Vice President and a Senior Executive Vice President of Regions. Tammy S. LoCascio Age: 57 Senior Executive Vice President—Chief Operating Officer of First Horizon & the Bank (2021) Following the closing of the merger of equals between First Horizon and IBKC in 2020, Ms.
During his tenure as Chief Financial Officer, Mr. Restel also served as Chief Credit Officer of IBERIABANK (2007-2009). T. Lang Wiseman Age: 53 Senior Executive Vice President—General Counsel of First Horizon & the Bank (2025) Mr. Wiseman assumed the role of Senior Executive Vice President – General Counsel of First Horizon & the Bank in January 2025.
During his tenure as Chief Financial Officer, Mr. Restel also served as Chief Credit Officer of IBERIABANK (2007-2009). T. Lang Wiseman Age: 54 Senior Executive Vice President—General Counsel of First Horizon & the Bank (2025) Mr. Wiseman assumed the role of Senior Executive Vice President – General Counsel of First Horizon & the Bank in January 2025.
Bryan Jordan Age: 63 Principal Executive Officer President & Chief Executive Officer (2008) and Chairman of the Board (2012-2020 and since 2022) of First Horizon & the Bank Mr. Jordan became President and Chief Executive Officer in 2008. He was Chairman of the Board from 2012 until we closed the merger of equals between First Horizon and IBKC in 2020.
Bryan Jordan Age: 64 Principal Executive Officer President & Chief Executive Officer (2008) and Chairman of the Board (2012-2020 and since 2022) of First Horizon & the Bank Mr. Jordan became President and Chief Executive Officer in 2008. He was Chairman of the Board from 2012 until we closed the merger of equals between First Horizon and IBKC in 2020.
Restel Age: 55 Senior Executive Vice President—Chief Banking Officer of First Horizon & the Bank (2024) From 2021 through September 2024, Mr. Restel served as President—Regional Banking of First Horizon and the Bank. Following the closing of the merger of equals between First Horizon and IBKC in 2020, Mr.
Restel Age: 56 Senior Executive Vice President—Chief Banking Officer of First Horizon & the Bank (2024) From 2021 through September 2024, Mr. Restel served as President—Regional Banking of First Horizon and the Bank. Following the closing of the merger of equals between First Horizon and IBKC in 2020, Mr.
Argo Age: 46 Senior Executive Vice President—Chief Risk Officer of First Horizon & the Bank (2025) Mrs. Argo assumed the role of Senior Executive Vice President – Chief Risk Officer of First Horizon & the Bank in January 2025, after serving as Deputy Chief Risk Officer since 2024. Previously, starting in 2004, Mrs.
Argo Age: 47 Senior Executive Vice President—Chief Risk Officer of First Horizon & the Bank (2025) Mrs. Argo assumed the role of Senior Executive Vice President – Chief Risk Officer of First Horizon & the Bank in January 2025, after serving as Deputy Chief Risk Officer since 2024. Previously, starting in 2004, Mrs.
Prior to that, he served as Executive Vice President – Franchise Finance (2022-2024) and before that, Senior Vice President – Franchise Finance (2019-2022). 53 2024 FORM 10-K ANNUAL REPORT SUPPLEMENTAL PART I INFORMATION Table of Contents Name & Age Current (Year First Elected to Office) and Recent Offices & Positions D.
Prior to that, he served as Executive Vice President – Franchise Finance (2022-2024) and before that, Senior Vice President – Franchise Finance (2019-2022). 36 2025 FORM 10-K ANNUAL REPORT SUPPLEMENTAL PART I INFORMATION Table of Contents Name & Age Current (Year First Elected to Office) and Recent Offices & Positions D.
Ardoin Age: 55 Senior Executive Vice President—Chief Communications Officer of First Horizon & the Bank (2020) Following the closing of the merger of equals between First Horizon and IBKC, Ms. Ardoin assumed the role of Senior Executive Vice President—Chief Communications Officer of First Horizon and the Bank.
Ardoin Age: 56 Senior Executive Vice President—Chief Communications Officer of First Horizon & the Bank (2020) Following the closing of the merger of equals between First Horizon and IBKC, Ms. Ardoin assumed the role of Senior Executive Vice President—Chief Communications Officer of First Horizon and the Bank.
LoCascio assumed the role of Senior Executive Vice President—Chief Human Resources Officer of First Horizon and the Bank. Prior to the merger, starting in 2011, she served in several roles with the Bank, most recently Executive Vice President—Consumer Banking (2017-2020). In that role she led the retail, private client/wealth management, mortgage, and small business units. David T.
LoCascio assumed the role of Senior Executive Vice President—Chief Human Resources Officer of First Horizon and the Bank. Prior to the merger, starting in 2011, she served in several roles with the Bank, most recently Executive Vice President—Consumer Banking (2017-2020). In that role she led the retail, private client/wealth management, mortgage, and small business units. Anthony J.
Item 4. Mine Safety Disclosures Not applicable. 52 2024 FORM 10-K ANNUAL REPORT SUPPLEMENTAL PART I INFORMATION Table of Contents Supplemental Part I Information Executive Officers of the Registrant The following is a list of our executive officers, as defined by Securities and Exchange Commission rules, along with certain supplemental information, all presented as of February 20, 2025.
Item 4. Mine Safety Disclosures Not applicable. 35 2025 FORM 10-K ANNUAL REPORT SUPPLEMENTAL PART I INFORMATION Table of Contents Supplemental Part I Information Executive Officers of the Registrant The following is a list of our executive officers, as defined by Securities and Exchange Commission rules, along with certain supplemental information, all presented as of February 20, 2026.
Selected Other Corporate Officers Shannon M. Hernandez Senior Vice President, Assistant General Counsel, and Corporate Secretary Dane P. Smith Senior Vice President Corporate Treasurer 54 2024 FORM 10-K ANNUAL REPORT ITEM 5. MARKET FOR COMMON EQUITY, STOCKHOLDER MATTERS, & EQUITY PURCHASES AND ITEM 6. Table of Contents PART II
Selected Other Corporate Officers Shannon M. Hernandez Senior Vice President, Assistant General Counsel, and Corporate Secretary Dane P. Smith Senior Vice President Corporate Treasurer 37 2025 FORM 10-K ANNUAL REPORT ITEM 5. MARKET FOR COMMON EQUITY, STOCKHOLDER MATTERS, & EQUITY PURCHASES AND ITEM 6. Table of Contents PART II
Removed
Popwell Age: 65 Senior Executive Vice President—Senior Strategic Executive of First Horizon & the Bank (2024) From the closing of the merger of equals between First Horizon and IBKC in 2020 until September 2024, Mr. Popwell served as President—Specialty Banking of First Horizon and the Bank.
Removed
Prior to the merger, starting in 2007, he served in several roles, the most recent of which was President—Regional Banking (2013-2020). From 2004 to 2007 Mr. Popwell was President of SunTrust Bank—Memphis, and prior to that was an Executive Vice President of National Commerce Financial Corp. Anthony J.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed2 unchanged
Biggest changeAt year-end 2019 and earlier, FHN was included in the KBW Regional Bank Index. At year-end 2020 and later, FHN is included in the KBW Nasdaq Bank Index. The change in index resulted from the merger of equals in 2020 between FHN and IBERIABANK Corporation. 55 2024 FORM 10-K ANNUAL REPORT ITEM 5.
Biggest changeReturns are market-capitalization weighted. At year-end 2020 and later, FHN is included in the KBW Nasdaq Bank Index (BKX). The change in index from the KBW Nasdaq Regional Banking Index for 2019 and earlier resulted from the merger of equals in 2020 between FHN and IBERIABANK Corporation.
Repurchases by Us of Our Common Stock Under authorizations from our Board of Directors, we may repurchase common shares from time to time for general purposes, subject to various factors, including FHN's capital position, financial performance, expected capital market impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations, as well as to cover tax obligations associated with stock-based awards under our compensation plans.
Repurchases by Us of Our Common Stock Under authorizations from our Board of Directors, we may repurchase common shares from time to time for general purposes, subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations, as well as to cover tax obligations associated with stock-based awards under our compensation plans.
Notwithstanding anything to the contrary set forth in this report or in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this report in whole or in part, neither the “Total Shareholder Return 2019-2024” performance graph nor Table 5.1 shall be incorporated by reference into any such filings.
Notwithstanding anything to the contrary set forth in this report or in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this report in whole or in part, neither the “Total Shareholder Return 2020-2025” performance graph nor Table 5.1 shall be incorporated by reference into any such filings.
Additional information concerning repurchase activity during the final three months of 2024 is presented in Tables 7.20a, 7.20b and 7.20c, and the surrounding notes and other text under the caption Common Stock Purchase Programs beginning on page 84 of our 2024 MD&A (Item 7), which information is incorporated herein by this reference.
Additional information concerning repurchase activity during the final three months of 2025 is presented in Tables 7.22, 7.23 and 7.24, and the surrounding notes and other text under the caption Common Stock Purchase Programs beginning on page 65 of our 2025 MD&A (Item 7), which information is incorporated herein by this reference.
The “Total Shareholder Return 2019-2024” performance graph compares the yearly percentage change in our cumulative total shareholder return with returns based on the Standard and Poor’s 500 and Keefe, Bruyette & Woods (KBW) Regional and Nasdaq Bank Indices. The graph assumes $100 is invested on December 31, 2019 and dividends are reinvested. Returns are market-capitalization weighted.
The “Total Shareholder Return 2020-2025” performance graph compares the yearly percentage change in our cumulative total shareholder return with returns based on the Standard and Poor’s 500, the Keefe, Bruyette & Woods (KBW) Nasdaq Regional Banking Index (KRX), and the KBW Nasdaq Bank Index (BKX). The graph assumes $100 is invested on December 31, 2020 and dividends are reinvested.
At December 31, 2024, there were approximately 8,317 shareholders of record of our common stock. Sales of Unregistered Common and Preferred Stock Common Stock . Not applicable. Preferred Stock . Not applicable.
At December 31, 2025, there were approximately 7,873 shareholders of record of our common stock. Sales of Unregistered Common and Preferred Stock Common Stock . Not applicable. Preferred Stock . Not applicable.
Total Shareholder Return Performance Graph The “Total Shareholder Return 2019-2024” performance graph appearing on the next page, along with Table 5.1, is “furnished” and not “filed” as part of this report, and is not deemed to be soliciting material.
Total Shareholder Return Performance Graph The “Total Shareholder Return 2020-2025” performance graph below, along with Table 5.1, is “furnished” and not “filed” as part of this report, and is not deemed to be soliciting material.
Removed
MARKET FOR COMMON EQUITY, STOCKHOLDER MATTERS, & EQUITY PURCHASES AND
Added
At year-end 2022, FHN's stock price was significantly boosted by the then-pending acquisition of FHN by TD for an all-cash purchase price of over $25 per FHN share. 38 2025 FORM 10-K ANNUAL REPORT ITEM 5. MARKET FOR COMMON EQUITY, STOCKHOLDER MATTERS, & EQUITY PURCHASES AND

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

16 edited+6 added−6 removed6 unchanged
Biggest changeMANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents Table 7.1 KEY PERFORMANCE INDICATORS For the years ended December 31, (Dollars in millions, except per share data) 2024 2023 2022 Pre-provision net revenue (a) $ 1,155 $ 1,388 $ 1,254 Diluted earnings per common share $ 1.36 $ 1.54 $ 1.53 Return on average assets (b) 0.97 % 1.12 % 1.08 % Return on average common equity (c) 8.80 % 11.01 % 11.81 % Return on average tangible common equity (a) (d) 10.99 % 14.11 % 15.58 % Net interest margin (e) 3.35 % 3.42 % 3.10 % Noninterest income to total revenue (f) 23.42 % 26.82 % 24.99 % Efficiency ratio (g) 62.06 % 59.90 % 61.24 % Allowance for loan and lease losses to total loans and leases 1.30 % 1.26 % 1.18 % Net charge-offs (recoveries) to average loans and leases 0.18 % 0.28 % 0.11 % Total period-end equity to period-end assets 11.09 % 11.38 % 10.83 % Tangible common equity to tangible assets (a) 8.37 % 8.48 % 7.12 % Cash dividends declared per common share $ 0.60 $ 0.60 $ 0.60 Book value per common share $ 16.00 $ 15.17 $ 13.48 Tangible book value per common share (a) $ 12.85 $ 12.13 $ 10.23 Common equity Tier 1 11.20 % 11.40 % 10.17 % Market capitalization $ 10,559 $ 7,913 $ 13,159 (a) Represents a non-GAAP measure which is reconciled in the non-GAAP to GAAP reconciliation in Table 7.28.
Biggest changeFinancial Performance Summary Table 7.1 SELECTED FINANCIAL DATA For the years ended December 31, (Dollars in millions, except per share data) 2025 2024 2023 Pre-provision net revenue (a) $ 1,345 $ 1,155 $ 1,388 Diluted earnings per common share $ 1.87 $ 1.36 $ 1.54 Return on average assets (b) 1.22 % 0.97 % 1.12 % Return on average common equity (c) 11.30 % 8.80 % 11.01 % Return on average tangible common equity (a) (d) 14.01 % 10.99 % 14.10 % Net interest margin (e) 3.47 % 3.35 % 3.42 % Noninterest income to total revenue (f) 23.30 % 23.44 % 26.83 % Efficiency ratio (g) 60.66 % 62.06 % 59.91 % Allowance for loan and lease losses to total loans and leases 1.15 % 1.30 % 1.26 % Net charge-offs (recoveries) to average loans and leases 0.19 % 0.18 % 0.28 % Total period-end equity to period-end assets 10.90 % 11.09 % 11.38 % Tangible common equity to tangible assets (a) 8.37 % 8.37 % 8.48 % Cash dividends declared per common share $ 0.60 $ 0.60 $ 0.60 Book value per common share $ 17.53 $ 16.00 $ 15.17 Tangible book value per common share (a) $ 14.20 $ 12.85 $ 12.13 Common equity Tier 1 10.63 % 11.20 % 11.40 % Market capitalization $ 11,587 $ 10,559 $ 7,913 (a) Represents a non-GAAP measure which is reconciled in the non-GAAP to GAAP reconciliation in Table 7.33.
Through the Bank and other subsidiaries, FHN offers commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, capital markets, fixed income, and mortgage banking services. At December 31, 2024, FHN had over 450 business locations in 24 states, including over 400 banking centers in 12 states, and employed approximately 7,200 associates.
Through the Bank and other subsidiaries, FHN offers commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, capital markets, fixed income, and mortgage banking services. At December 31, 2025, FHN had over 450 business locations in 23 states, including over 400 banking centers in 12 states, and employed approximately 7,400 associates.
These factors are influenced by the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the FRB and market interest rates. Net interest income of $2.5 billion in 2024 decreased $29 million, or 1%, from 2023.
These factors are influenced by the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the FRB, and market interest rates. Net interest income of $2.6 billion in 2025 increased $111 million, or 4%, from 2024.
The decline in the margin was attributable to a 35 basis point increase in the cost of interest-bearing liabilities, partially offset by a 29 basis point increase in earning asset yields.
The increase in the margin was attributable to a 57 basis point decrease in the cost of interest-bearing liabilities, partially offset by a 26 basis point decrease in earning asset yields.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents Results of Operations—2024 compared to 2023 Net Interest Income Net interest income is FHN's largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans, leases and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds).
Net Interest Income Net interest income is FHN's largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans, leases and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds).
Management's Discussion and Analysis of Financial Condition and Results of Operations TABLE OF ITEM 7 TOPICS Introduction 58 Financial Performance Summary 58 Results of Operations 59 Analysis of Financial Condition 67 Capital 82 Risk Management 86 Repurchase Obligations 96 Market Uncertainties and Prospective Trends 97 Critical Accounting Policies and Estimates 100 Accounting Changes 102 Non-GAAP Information 102 57 2024 FORM 10-K ANNUAL REPORT ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations TABLE OF ITEM 7 TOPICS Introduction 41 Financial Performance Summary 41 Results of Operations 42 Analysis of Financial Condition 48 Capital 63 Risk Management 67 Market Uncertainties and Prospective Trends 77 Critical Accounting Policies and Estimates 80 Accounting Changes 82 Non-GAAP Information 82 40 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Financial Performance Summary FHN reported net income available to common shareholders of $738 million, or $1.36 per diluted share, for the year ended December 31, 2024, compared to $865 million, or $1.54 per diluted share, for the same period of 2023.
(g) Ratio is noninterest expense to total revenue excluding securities gains (losses). 2025 Financial Performance Review FHN reported net income available to common shareholders of $956 million, or $1.87 per diluted share, for the year ended December 31, 2025, an increase of $218 million compared to $738 million, or $1.36 per diluted share, for the same period of 2024.
Period-end deposits of $65.6 billion decreased $199 million from December 31, 2023, as a $1.2 billion decrease in noninterest-bearing deposits more than offset a $984 million increase in interest-bearing deposits. Tier 1 risk-based capital and total risk-based capital ratios at December 31, 2024 were 12.22% and 13.87%, respectively, compared to 12.42% and 13.96% at December 31, 2023.
Period-end deposits of $67.5 billion increased $1.9 billion from December 31, 2024, as interest-bearing deposits increased $2.1 billion and noninterest-bearing deposits decreased $198 million. Tier 1 risk-based capital and total risk-based capital ratios at December 31, 2025 were 11.51% and 13.35%, respectively, compared to 12.22% and 14.25% at December 31, 2024.
Total average earning assets increased $665 million in 2024, largely driven by average loan growth of $1.8 billion, partially offset by lower levels of interest-bearing deposits with banks and investment securities. Total average interest-bearing liabilities increased $3.0 billion, largely driven by average interest-bearing deposit growth of $4.4 billion, partially offset by a decrease in other short-term borrowings.
Total average earning assets increased $469 million in 2025, largely driven by average loan growth of $605 million and a $220 million increase in average trading securities, partially offset by lower average interest-bearing deposits with banks of $351 million.
ITEM 6. Table of Contents At year-end 2022, FHN's stock price was significantly boosted by the then-pending acquisition of FHN by TD for an all-cash purchase price of over $25 per FHN share. After TD was unable to obtain regulatory approval, the TD Transaction was terminated by the parties in May 2023.
ITEM 6. Table of Contents After TD was unable to obtain regulatory approval, the TD Transaction was terminated by the parties in May 2023.
The decrease was largely attributable to higher funding costs, partially offset by higher loan yields and loan growth. Interest income increased $252 million, largely driven by higher interest on loans and leases of $299 million.
The increase was largely attributable to lower deposit pricing, partially offset by lower loan yields. Interest income decreased $166 million, largely driven by lower interest on loans and leases of $176 million. Interest expense decreased $277 million, largely due to lower interest expense on deposits of $281 million.
Net interest income of $2.5 billion decreased $29 million compared to 2023, largely driven by higher funding costs, partially offset by higher loan yields and loan growth. The net interest margin decreased 7 basis points to 3.35% compared to 3.42% in 2023.
Net interest income of $2.6 billion increased $111 million compared to 2024, largely driven by lower deposit pricing and higher loan balances, specifically in high-yielding loans to mortgage companies. The net interest margin increased 12 basis points to 3.47% compared to 3.35% in 2024.
Table 5.1 TOTAL SHAREHOLDER RETURN DATA 2019 2020 2021 2022 2023 2024 First Horizon Corporation (FHN) $ 100.00 $ 81.83 $ 108.52 $ 167.06 $ 101.06 $ 149.23 S&P 500 Index 100.00 118.39 152.34 124.73 157.48 196.85 KBW Regional Bank Index (KRX) 100.00 91.32 124.78 116.15 115.69 130.96 KBW Nasdaq Bank Index (BKX) 100.00 89.69 124.08 97.53 96.66 132.63 Data source: Bloomberg Item 6. [Reserved] 56 2024 FORM 10-K ANNUAL REPORT ITEM 7.
Table 5.1 TOTAL SHAREHOLDER RETURN DATA 2020 2021 2022 2023 2024 2025 First Horizon Corporation (FHN) $ 100.00 $ 132.63 $ 204.16 $ 123.51 $ 182.38 $ 222.72 S&P 500 Index $ 100.00 $ 128.68 $ 105.36 $ 133.03 $ 166.28 $ 195.98 KBW Nasdaq Regional Banking Index (KRX) $ 100.00 $ 136.65 $ 127.19 $ 126.69 $ 143.42 $ 152.74 KBW Nasdaq Bank Index (BKX) $ 100.00 $ 138.34 $ 108.74 $ 107.77 $ 147.87 $ 196.02 Data source: Bloomberg Item 6. [Reserved] 39 2025 FORM 10-K ANNUAL REPORT ITEM 7.
The CET1 ratio was 11.20% at December 31, 2024 compared to 11.40% at December 31, 2023. 58 2024 FORM 10-K ANNUAL REPORT ITEM 7.
The CET1 ratio was 10.63% at December 31, 2025 compared to 11.20% at December 31, 2024. Results of Operations—2025 compared to 2024 Following is a discussion of FHN's results of operations for 2025 compared to 2024.
Period-end loans and leases of $62.6 billion increased $1.3 billion from December 31, 2023, reflecting commercial loan growth of $1.0 billion, or 2%, and consumer loan growth of $273 million, or 2%.
Period-end loans and leases of $64.2 billion increased $1.6 billion from December 31, 2024, largely driven by commercial loan growth, as loans to mortgage companies and other C&I loans each grew $1.2 billion, offset by a decline in CRE loans of $858 million.
Interest expense increased $281 million, largely from higher interest expense on deposits of $354 million, partially offset by a decline in interest on short-term borrowings of $80 million. FHN's net interest margin decreased 7 basis points to 3.35% in 2024 compared to 2023 and the net interest spread decreased 6 basis points to 2.38% over the same period.
FHN's net interest margin increased 12 basis points to 3.47% in 2025 compared to 2024 and the net interest spread increased 31 basis points to 2.69% over the same period.
Removed
Provision for credit losses decreased to $150 million compared to $260 million in 2023, largely driven by lower net charge-offs in 2024. Net charge-offs were $112 million compared to $170 million in 2023, largely reflecting the prior year impact of an idiosyncratic credit loss on a single relationship.
Added
Provision for credit losses decreased to $65 million compared to $150 million in 2024, largely reflecting declines in criticized and classified loans and a more favorable portfolio mix. Net charge-offs were $120 million, 41 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Removed
Noninterest income of $679 million decreased $248 million from 2023, largely driven by a $225 million gain on merger termination in 2023. Results in 2024 were also impacted by $91 million in net securities losses from an opportunistic restructuring of a portion of the securities portfolio.
Added
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents or 19 basis points, compared to $112 million, or 18 basis points in 2024. The ACL to loans ratio decreased to 1.31% from 1.43% in 2024, reflecting criticized and classified loan resolutions throughout the year as well as a favorable portfolio mix shift.
Removed
The countercyclical businesses improved from cycle lows in 2023 as fixed income increased $54 million and mortgage banking income increased $12 million.
Added
Noninterest income of $797 million increased $118 million, or 17%, from 2024, largely driven by the prior year impact of $91 million in net securities losses from a restructuring of the securities portfolio. In addition, the countercyclical businesses improved during 2025 as fixed income increased $19 million and mortgage banking income increased $8 million.
Removed
Noninterest expense of $2.0 billion decreased $44 million from 2023, largely attributable to $68 million in FDIC special assessment expense and a $50 million contribution to the First Horizon Foundation in the previous year, partially offset by increases in incentive-based compensation tied to higher commission-based revenue and strategic investments in technology.
Added
Noninterest expense of $2.1 billion increased $39 million, or 2%, from 2024, largely attributable to higher personnel expense from talent additions and increases in occupancy, software, and legal and professional fees, partially offset by lower deposit insurance expense.
Removed
(g) Ratio is noninterest expense to total revenue excluding securities gains (losses). 59 2024 FORM 10-K ANNUAL REPORT ITEM 7.
Added
For a description of FHN's results of operations for 2024, see Results of Operations - 2024 compared to 2023 in Item 7 in the 2024 Form 10-K which is incorporated herein by reference.
Removed
The following table presents the major components of net interest income and net interest margin. 60 2024 FORM 10-K ANNUAL REPORT
Added
Total average interest-bearing liabilities increased $937 million, largely driven by an increase of $514 million in federal funds purchased and securities sold under agreements to repurchase, $206 million in term borrowings, and average interest-bearing deposit growth of $224 million. The following table presents the major components of net interest income and net interest margin. 42 2025 FORM 10-K ANNUAL REPORT

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

253 edited+64 added−99 removed114 unchanged
Biggest changeMANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents Table 7.2 AVERAGE BALANCES, NET INTEREST INCOME AND YIELDS/RATES (Dollars in millions) 2024 2023 2022 Assets: Average Balance Interest Income/Expense Yield/Rate Average Balance Interest Income/Expense Yield/Rate Average Balance Interest Income/Expense Yield/Rate Loans and leases: Commercial loans and leases $ 47,429 $ 3,166 6.68 % $ 46,175 $ 2,958 6.41 % $ 43,691 $ 1,823 4.18 % Consumer loans 14,576 720 4.93 13,994 630 4.48 12,261 479 3.89 Total loans and leases 62,005 3,886 6.27 60,169 3,588 5.96 55,952 2,302 4.11 Loans held for sale 472 36 7.61 664 51 7.71 884 39 4.41 Investment securities 9,386 244 2.60 9,912 250 2.52 9,976 200 2.01 Trading securities 1,399 85 6.12 1,179 78 6.62 1,438 58 4.04 Federal funds sold 39 2 5.61 61 4 5.56 191 4 2.09 Securities purchased under agreements to resell 566 29 5.01 318 15 4.81 522 6 1.12 Interest-bearing deposits with banks 1,605 85 5.29 2,504 130 5.20 8,672 87 1.00 Total earning assets / Total interest income $ 75,472 $ 4,367 5.79 % $ 74,807 $ 4,116 5.50 % $ 77,635 $ 2,696 3.47 % Cash and due from banks 917 1,012 1,217 Goodwill and other intangible assets, net 1,674 1,720 1,777 Premises and equipment, net 580 596 636 Allowance for loan and lease losses (812) (740) (648) Other assets 3,991 4,288 3,600 Total assets $ 81,822 $ 81,683 $ 84,217 Liabilities and Shareholders' Equity: Interest-bearing deposits: Savings $ 25,941 $ 848 3.27 % $ 23,547 $ 679 2.88 % $ 24,292 $ 94 0.39 % Other interest-bearing deposits 16,215 449 2.77 15,300 351 2.30 15,641 72 0.47 Time deposits 7,224 323 4.47 6,095 236 3.87 2,963 18 0.60 Total interest-bearing deposits 49,380 1,620 3.28 44,942 1,266 2.82 42,896 184 0.43 Federal funds purchased 420 22 5.34 349 18 5.12 699 11 1.56 Securities sold under agreements to repurchase 1,720 66 3.83 1,426 52 3.66 881 7 0.77 Trading liabilities 555 24 4.22 301 12 4.16 480 12 2.56 Other short-term borrowings 781 42 5.38 2,688 140 5.19 229 5 2.26 Term borrowings 1,180 67 5.63 1,335 72 5.39 1,596 72 4.51 Total interest-bearing liabilities / Total interest expense $ 54,036 $ 1,841 3.41 % $ 51,041 $ 1,560 3.06 % $ 46,781 $ 291 0.62 % Noninterest-bearing deposits 16,297 19,341 26,851 Other liabilities 2,353 2,396 2,006 Total liabilities 72,686 72,778 75,638 Shareholders' equity 8,841 8,610 8,284 Noncontrolling interest 295 295 295 Total shareholders' equity 9,136 8,905 8,579 Total liabilities and shareholders' equity $ 81,822 $ 81,683 $ 84,217 Net earnings assets / Net interest income (TE) / Net interest spread $ 21,436 $ 2,526 2.38 % $ 23,766 $ 2,556 2.44 % $ 30,854 $ 2,405 2.85 % Taxable equivalent adjustment (15) 0.97 (16) 0.98 (13) 0.25 Net interest income / Net interest margin (a) $ 2,511 3.35 % $ 2,540 3.42 % $ 2,392 3.10 % (a) Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 21%, and where applicable, state income taxes. 61 2024 FORM 10-K ANNUAL REPORT ITEM 7.
Biggest changeMANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents Table 7.2 AVERAGE BALANCES, NET INTEREST INCOME AND YIELDS/RATES (Dollars in millions) 2025 2024 2023 Assets: Average Balance Interest Income/Expense Yield/Rate Average Balance Interest Income/Expense Yield/Rate Average Balance Interest Income/Expense Yield/Rate Loans and leases: Commercial loans and leases $ 47,762 $ 2,964 6.21 % $ 47,429 $ 3,166 6.68 % $ 46,175 $ 2,958 6.41 % Consumer loans 14,848 745 5.01 14,576 720 4.93 13,994 630 4.48 Total loans and leases 62,610 3,709 5.92 62,005 3,886 6.27 60,169 3,588 5.96 Loans held for sale 497 34 6.79 472 36 7.61 664 51 7.71 Investment securities 9,295 284 3.06 9,386 244 2.60 9,912 250 2.52 Trading securities 1,619 92 5.66 1,399 85 6.12 1,179 78 6.62 Federal funds sold 8 — 4.73 39 2 5.61 61 4 5.56 Securities purchased under agreements to resell 658 27 4.12 566 29 5.01 318 15 4.81 Interest-bearing deposits with banks 1,254 54 4.32 1,605 85 5.29 2,504 130 5.20 Total earning assets / Total interest income $ 75,941 $ 4,200 5.53 % $ 75,472 $ 4,367 5.79 % $ 74,807 $ 4,116 5.50 % Cash and due from banks 878 917 1,012 Goodwill and other intangible assets, net 1,633 1,674 1,720 Premises and equipment, net 560 580 596 Allowance for loan and lease losses (809) (812) (740) Other assets 3,816 3,991 4,288 Total assets $ 82,019 $ 81,822 $ 81,683 Liabilities and shareholders' equity: Interest-bearing deposits: Savings $ 26,366 $ 704 2.67 % $ 25,941 $ 848 3.27 % $ 23,547 $ 679 2.88 % Other interest-bearing deposits 16,729 389 2.32 16,215 449 2.77 15,300 351 2.30 Time deposits 6,509 246 3.77 7,224 323 4.47 6,095 236 3.87 Total interest-bearing deposits 49,604 1,339 2.70 49,380 1,620 3.28 44,942 1,266 2.82 Federal funds purchased 801 34 4.32 420 22 5.34 349 18 5.12 Securities sold under agreements to repurchase 1,853 57 3.07 1,720 66 3.83 1,426 52 3.66 Trading liabilities 644 26 4.01 555 24 4.22 301 12 4.16 Other short-term borrowings 685 30 4.37 781 42 5.38 2,688 140 5.19 Term borrowings 1,386 78 5.65 1,180 67 5.63 1,335 72 5.39 Total interest-bearing liabilities / Total interest expense $ 54,973 $ 1,564 2.84 % $ 54,036 $ 1,841 3.41 % $ 51,041 $ 1,560 3.06 % Noninterest-bearing deposits 15,831 16,297 19,341 Other liabilities 2,073 2,353 2,396 Total liabilities 72,877 72,686 72,778 Shareholders' equity 8,847 8,841 8,610 Noncontrolling interest 295 295 295 Total shareholders' equity 9,142 9,136 8,905 Total liabilities and shareholders' equity $ 82,019 $ 81,822 $ 81,683 Net earning assets / Net interest income (TE) / Net interest spread $ 20,968 $ 2,636 2.69 % $ 21,436 $ 2,526 2.38 % $ 23,766 $ 2,556 2.44 % Taxable equivalent adjustment (14) 0.78 (15) 0.97 (16) 0.98 Net interest income / Net interest margin (a) $ 2,622 3.47 % $ 2,511 3.35 % $ 2,540 3.42 % (a) Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes. 43 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Policies and procedures are reviewed, revised and re-issued periodically at established review dates or earlier if changes in the economic environment, portfolio performance, the size of portfolio or industry concentrations, or regulatory guidance warrant an earlier review. Commercial Loan and Lease Portfolios FHN’s commercial loan approval process grants lending authority based upon job description, experience, and performance.
Policies and procedures are reviewed, revised, and re-issued periodically at established review dates or earlier if changes in the economic environment, portfolio performance, size of portfolio or industry concentrations, or regulatory guidance warrant an earlier review. Commercial Loan and Lease Portfolios FHN’s commercial loan approval process grants lending authority based upon job description, experience, and performance.
This portfolio contains loans, draws on lines, and letters of credit to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate. Residential CRE loans include loans to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes, and on a limited basis, for developing residential subdivisions.
This portfolio contains loans, draws on credit lines, and letters of credit to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate. Residential CRE loans include loans to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes, and on a limited basis, for developing residential subdivisions.
This committee reviews sources and uses of capital, key capital ratios, segment economic capital allocation methodologies, coordinates the annual enterprise-wide stress testing process, and considers other factors in monitoring and managing current capital levels, as well as potential future sources and uses of capital.
This committee reviews sources and uses of capital, key capital ratios, and segment economic capital allocation methodologies; coordinates the annual enterprise-wide stress testing process; and considers other factors in monitoring and managing current capital levels, as well as potential future sources and uses of capital.
The Chief Information Officer has substantial banking, IT, and related experience: had roles at FHN since 2009 related to IT and data systems culminating in CIO since 2020; prior to joining FHN, had roles at a large regional bank, including technology leader of the bank's electronic payments platform related to treasury management and enterprise IT architect; and, earned an MS in computer science as well as an MBA.
The Chief Information Officer has substantial banking, IT, and related experience: has held roles at FHN since 2009 related to IT and data systems, culminating in CIO in 2020; prior to joining FHN, had roles at a large regional bank, including technology leader of the bank's electronic payments platform related to treasury management and enterprise IT architect; and, earned an MS in computer science as well as an MBA.
While every circumstance is different, SAD will generally use forbearance agreements (generally 6-12 months) as an element of commercial loan workouts, which might include reduced interest rates, reduced payments, release of guarantor, term extensions or entering into short sale agreements. Principal forgiveness may be granted in specific workout circumstances.
While every circumstance is different, SAD will generally use forbearance agreements (generally 6-12 months) as an element of commercial loan workouts, which might include reduced interest rates, reduced payments, release of a guarantor, term extensions or entering into short sale agreements. Principal forgiveness may be granted in specific workout circumstances.
Each assessment considers any modified terms and is comprehensive to ensure appropriate assessment of expected credit losses. Consumer Loan Modifications FHN does not currently participate in any of the loan modification programs sponsored by the U.S. government for its portfolio loans, but does generally structure modified consumer loans using the parameters of the former Home Affordable Modification Program ("HAMP").
Each assessment considers any modified terms and is comprehensive to ensure appropriate assessment of expected credit losses. Consumer Loan Modifications FHN does not currently participate in any of the loan modification programs sponsored by the U.S. government for its portfolio loans, but does generally structure modified consumer loans using the parameters of the former Home Affordable Modification Program.
Accordingly, this is a highly subjective process and requires significant judgment since it is difficult to evaluate current and future economic conditions in relation to an overall credit cycle and estimate the timing and extent of loss events that are expected to occur prior to the end of a loan’s and lease's estimated life.
Accordingly, this is a highly subjective process and requires significant judgment since it is difficult to evaluate current and future economic conditions in relation to an overall credit cycle and estimate the timing and extent of loss events that are expected to occur prior to the end of a loan’s or lease's estimated life.
In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are also used by FHN in computing its regulatory market risk capital requirements in accordance with the Market Risk Capital rules. For additional information regarding FHN's capital adequacy refer to the Capital section of this MD&A.
In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are used by FHN in computing its regulatory market risk capital requirements in accordance with the market risk capital rules. For additional information regarding FHN's capital adequacy refer to the Capital section of this MD&A.
Based on current analysis, FHN believes that its ability to realize the DTA is more likely than not. FHN monitors its DTA and the need for a valuation allowance on a quarterly basis. A significant adverse change in FHN’s taxable earnings outlook could result in the need for a valuation allowance.
Based on current analysis, FHN believes that its ability to realize the net DTA is more likely than not. FHN monitors its net DTA and the need for a valuation allowance on a quarterly basis. A significant adverse change in FHN’s taxable earnings outlook could result in the need for a valuation allowance.
However, maintaining adequate credit ratings on debt issues and preferred stock is critical to liquidity should FHN need to access funding from other sources, including from long-term debt issuances and certain brokered deposits, at an attractive rate.
However, maintaining adequate credit ratings on debt issuances and preferred stock is critical to liquidity should FHN need to access funding from other sources, including from long-term debt issuances and certain brokered deposits, at an attractive rate.
Purchases could be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions.
Purchases under the program could be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions.
This portfolio primarily consists of consumer-related credits, including home equity and other personal consumer loans, credit card receivables, and automobile loans. The $124 million decrease was driven by net repayments. Allowance for Credit Losses The ACL is maintained at a level sufficient to provide appropriate reserves to absorb estimated future credit losses in accordance with GAAP.
This portfolio primarily consists of consumer-related credits, including home equity and other personal consumer loans, credit card receivables, and automobile loans. The $89 million decrease was driven by net repayments. Allowance for Credit Losses The ACL is maintained at a level sufficient to provide appropriate reserves to absorb estimated future credit losses in accordance with GAAP.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents The following table presents the change in interest income and interest expense due to changes in both average volume and average rate.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents The following table presents the changes in interest income and interest expense due to changes in both average rate and average volume.
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 capital position or financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and Board of Directors through various internal reports.
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 Board of Directors through various internal reports.
From time to time, and if conditions are such that certain subsegments are uniquely affected by economic or market conditions or are experiencing greater deterioration than other components of the loan portfolio, management may determine the ALLL at a more granular level. Commercial loans are composed of C&I loans and leases and CRE loans.
From time to time, and if conditions are such that certain subsegments are uniquely affected by economic or market conditions or are experiencing greater deterioration than other components of the loan portfolio, management may determine the ALLL at a more granular level. Commercial loans are comprised of C&I loans and leases and CRE loans.
Within the HELOC and permanent mortgage installment loans in the consumer portfolio segment, troubled loans are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 3%) and a possible maturity date extension of up to 30 years to reach an affordable housing debt-to-income ratio.
Within the HELOC and permanent mortgage installment loans in the consumer portfolio segment, troubled loans are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 3%) and a possible maturity date extension of up to 30 years to reach an affordable housing expense-to-income ratio.
Refer to Note 11 - Preferred Stock to the Consolidated Financial Statements in Part II, Item 8 of this Report for additional information. As of December 31, 2024, First Horizon Bank and subsidiaries had outstanding preferred shares of $295 million, which are reflected as noncontrolling interest on the Consolidated Balance Sheets.
Refer to Note 11 - Preferred Stock to the Consolidated Financial Statements in Part II, Item 8 of this Report for additional information. As of December 31, 2025, First Horizon Bank and subsidiaries had outstanding preferred shares of $295 million, which are reflected as noncontrolling interest on the Consolidated Balance Sheets.
Derivatives In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) to manage the risk of loss arising from adverse changes in the fair value of certain financial instruments generally caused by changes in interest rates, including FHN's securities inventory, certain term borrowings, and certain loans.
Use of Derivatives to Manage Interest Rate Risk In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) to manage the risk of loss arising from adverse changes in the fair value of certain financial instruments generally caused by changes in interest rates, including FHN's securities inventory, certain term borrowings, and certain loans.
The income tax laws of the jurisdictions in which FHN operate are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. In determining if a tax position should be recognized and in establishing a provision for income tax expense, FHN must make judgments and interpretations about the application of these inherently complex tax laws.
The income tax laws of the jurisdictions in which FHN operates are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. In determining if a tax position should be recognized and in establishing a provision for income tax expense, FHN must make judgments and interpretations about the application of these inherently complex tax laws.
Based on a static balance sheet as of December 31, 2024, NII exposures over the next 12 months, assuming rate shocks of plus/minus 25 basis points, plus/minus 50 basis points, plus/minus 100 basis points, and plus/minus 200 basis points are estimated to have variances as shown in the table below.
Based on a static balance sheet as of December 31, 2025, NII exposures over the next 12 months, assuming rate shocks of plus/minus 25 basis points, plus/minus 50 basis points, plus/minus 100 basis points, and plus/minus 200 basis points are estimated to have variances as shown in the table below.
See Note 16 - Contingencies and Other Disclosures to the Consolidated Financial Statements in Part II, Item 8 of this Report for more information. Contractual Obligations The following table sets forth contractual obligations representing required and potential cash outflows as of December 31, 2024.
See Note 16 - Contingencies and Other Disclosures to the Consolidated Financial Statements in Part II, Item 8 of this Report for more information. Contractual Obligations The following table sets forth contractual obligations representing required and potential cash outflows as of December 31, 2025.
Management’s estimates are based on their belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or decisions of arbitrators, will not differ from management’s assessments.
Management’s estimates are based on its belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or decisions of arbitrators, will not differ from management’s assessments.
The non-GAAP measures presented in this report are pre-provision net revenue, return on average tangible common equity, tangible common equity to tangible assets, and tangible book value per common share. Table 7.28 provides a reconciliation of non-GAAP items presented in this report to the most comparable GAAP presentation.
The non-GAAP measures presented in this report are pre-provision net revenue, return on average tangible common equity, tangible common equity to tangible assets, and tangible book value per common share. Table 7.33 provides a reconciliation of non-GAAP items presented in this report to the most comparable GAAP presentation.
Presentation of regulatory measures, even those which are not GAAP, provides a meaningful base for comparability to other financial institutions subject to the same regulations as FHN, as demonstrated by their use by banking regulators in reviewing capital adequacy of financial institutions.
Presentation of regulatory measures, even those which are not GAAP, provides a meaningful basis for comparability to other financial institutions subject to the same regulations as FHN, as demonstrated by their use by banking regulators in reviewing capital adequacy of financial institutions.
First Horizon Bank declared and paid preferred dividends in each quarter of 2024 and 2023. Additionally, First Horizon Bank declared preferred dividends in first quarter 2025, payable in April 2025. Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board.
First Horizon Bank declared and paid preferred dividends in each quarter of 2025 and 2024. Additionally, First Horizon Bank declared preferred dividends in first quarter 2026, payable in April 2026. Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board.
During the years ended December 31, 2024 and 2023, there were no days in which the regulatory-prescribed calculation reflected a loss in the trading inventory that exceeded the corresponding daily VaR measurement, resulting in zero backtesting exceptions.
During the years ended December 31, 2025 and 2024, there were no days in which the regulatory-prescribed calculation reflected a loss in the trading inventory that exceeded the corresponding daily VaR measurement, resulting in zero backtesting exceptions.
Table 7.23 INTEREST RATE SENSITIVITY Shifts in Interest Rates (in bps) % Change in Projected Net Interest Income -200 (4.7)% -100 (2.0)% -50 (0.9)% -25 (0.5)% +25 0.4% +50 0.7% +100 1.3% +200 2.2% A steepening yield curve scenario, where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable NII variance of 0.2%.
Table 7.27 INTEREST RATE SENSITIVITY Shifts in Interest Rates (in bps) % Change in Projected Net Interest Income -200 (4.5)% -100 (2.3)% -50 (1.0)% -25 (0.5)% +25 0.5% +50 0.9% +100 1.6% +200 2.6% A steepening yield curve scenario, where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable NII variance of 0.3%.
Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results. FHN paid a cash dividend of $0.15 per common share on January 2, 2025.
Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results. FHN paid a cash dividend of $0.15 per common share on January 2, 2026.
Non-GAAP Information Certain measures included in this report are “non-GAAP”, meaning they are not presented in accordance with U.S. GAAP and also are not codified in U.S. banking regulations currently applicable to FHN.
Non-GAAP Information Certain measures included in this report are “non-GAAP,” meaning they are not presented in accordance with U.S. GAAP and also are not codified in U.S. banking regulations currently applicable to FHN.
Capital ratios for both FHN and First Horizon Bank as of December 31, 2024 are calculated under the final rule issued by the banking regulators in 2020 to delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period.
For December 31, 2024, capital ratios for both FHN and First Horizon Bank were calculated under the final rule issued by the banking regulators in 2020 to delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period.
The new October program is scheduled to expire on January 31, 2026. Purchases under the new program may be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans as well as accelerated share repurchase and other structured transactions.
The new October 2025 program is scheduled to expire on January 31, 2027. Purchases under the new program may be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans, as well as accelerated share repurchase and other structured transactions.
These non-conforming loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis. For further detail, see Note 7 - Mortgage Banking Activity to the Consolidated Financial Statements in Part II, Item 8 of this Report . On December 31, 2024 and 2023, loans HFS were $551 million and $502 million, respectively.
These non-conforming loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis. For further detail, see Note 7 - Mortgage Banking Activity to the Consolidated Financial Statements in Part II, Item 8 of this Report . On December 31, 2025 and 2024, loans HFS were $406 million and $551 million, respectively.
A summary of those results was posted in the “Fixed Income - Stress Test Results” section on FHN’s investor relations website on July 30, 2024. Neither FHN’s stress test posting, nor any other material found on FHN’s website generally, is part of this report or incorporated herein.
A summary of FHN's results was posted in the “Fixed Income - Stress Test Results” section on FHN’s investor relations website on July 30, 2025. Neither FHN’s stress test posting, nor any other material found on FHN’s website generally, is part of this report or incorporated herein.
FHN placed the most weight on the Moody's Baseline scenario but included the S3 scenario to reflect the uncertainty of macroeconomic forecasts related to ongoing economic conditions. Due to the dynamic relationship of macroeconomic inputs in modeling calculations, quantifying the effects of changing individual inputs is highly challenging.
FHN placed the most weight on the Moody's Baseline scenario but included the S1 and S3 scenarios to reflect the uncertainty of macroeconomic forecasts related to ongoing economic conditions. Due to the dynamic relationship of macroeconomic inputs in modeling calculations, quantifying the effects of changing individual inputs is highly challenging.
As of December 31, 2024, both FHN and First Horizon Bank had sufficient capital to qualify as well-capitalized institutions and to meet the capital conservation buffer requirement.
As of December 31, 2025, both FHN and First Horizon Bank had sufficient capital to qualify as well-capitalized institutions and to meet the capital conservation buffer requirement.
See Note 2 - Investment Securities to the Consolidated Financial Statements in Part II, Item 8 of this Report for more information about the securities portfolio. The following table presents an analysis of the amortized cost, remaining contractual maturities, and weighted-average yields by contractual maturity for the debt securities portfolio. 67 2024 FORM 10-K ANNUAL REPORT ITEM 7.
See Note 2 - Investment Securities to the Consolidated Financial Statements in Part II, Item 8 of this Report for more information about the securities portfolio. The following table presents an analysis of the amortized cost, remaining contractual maturities, and weighted-average yields by contractual maturity for the debt securities portfolio. 48 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Those limited, off-market purchases are not associated with an announced purchase program and are made any time an associated tax obligation arises, whether or not a blackout period is in effect. Tax withholding purchases made during the quarter ended December 31, 2024 are summarized in the following table. 85 2024 FORM 10-K ANNUAL REPORT ITEM 7.
Those limited, off-market purchases are not associated with an announced purchase program and are made any time an associated tax obligation arises, whether or not a blackout period is in effect. Tax withholding purchases made during the quarter ended December 31, 2025 are summarized in the following table. 66 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Generally, performance of this portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices. As of December 31, 2024 and 2023, FHN had held-to-maturity consumer mortgage loans secured by real estate totaling $26 million and $29 million, respectively, that were in the process of foreclosure.
Generally, performance of this portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices. As of December 31, 2025 and 2024, FHN had held-to-maturity consumer mortgage loans secured by real estate totaling $27 million and $26 million, respectively, that were in the process of foreclosure.
For any period, First Horizon Bank’s "retained net income" generally is equal to First Horizon Bank’s regulatory net income reduced by the preferred and common dividends declared by First Horizon Bank. Applying the dividend restrictions imposed under applicable federal and state rules as outlined above, the Bank’s total amount available for dividends was $374 million as of January 1, 2025.
For any period, First Horizon Bank’s "retained net income" generally is equal to First Horizon Bank’s regulatory net income reduced by the preferred and common dividends declared by First Horizon Bank. Applying the dividend restrictions imposed under applicable federal and state rules as outlined above, the Bank’s total amount available for dividends was $88 million as of January 1, 2026.
Internal Audit and CAS are independent third line functions within First Horizon for the purpose of providing unfettered objective assurance. The Internal Audit function reports to the Chief Audit Executive, who is appointed by and reports functionally to the Audit Committee of the Board and administratively to the CEO.
Internal Audit and CAS are independent third line functions within FHN for the purpose of providing unfettered objective assurance. The Internal Audit function reports to the Chief Audit Executive, who is appointed by and reports functionally to the Audit Committee of the Board and administratively to the CEO.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents The following table provides detail of the contractual maturities of loans and leases at December 31, 2024.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents The following table provides detail of the contractual maturities of loans and leases at December 31, 2025.
As of December 31, 2024, available liquidity sources included cash, incremental borrowing capacity at the FHLB, access to Federal Reserve Bank borrowings through the discount window, and unencumbered securities. Additional sources of liquidity included dealer and commercial customer repurchase agreements, access to the overnight and term Federal Funds markets, brokered deposits, loan sales, and syndications.
As of December 31, 2025, available liquidity sources included cash, incremental borrowing capacity at the FHLB, access to Federal Reserve Bank borrowings through the discount window, and unencumbered securities. Additional sources of liquidity included dealer and commercial customer repurchase agreements, access to Federal Funds markets, brokered deposits, loan sales, and syndications.
There is considerable uncertainty as to whether the SEC's Climate Disclosure Rules will be implemented as adopted, both because the SEC has suspended effectiveness of those rules while legal challenges are pending and because the shifts in the executive and legislative branches of government could lead the SEC to withdraw or significantly alter those rules.
There is considerable uncertainty as to whether these rules will be implemented as adopted, both because the SEC has suspended effectiveness of those rules while legal challenges are pending and because shifts in executive and legislative branches of government could lead the SEC to withdraw or significantly alter those rules.
FHN believes that the principal assumptions underlying the accounting estimates made by management include: (1) the commercial loan portfolio has been properly risk graded based on information about borrowers in specific industries and specific issues with respect to single borrowers; (2) borrower-specific information made available to FHN is current and accurate; (3) the loan portfolio has been segmented properly and individual loans have similar credit risk characteristics and will behave similarly; (4) the lives for loan portfolio pools have been estimated properly, including consideration of expected prepayments; (5) the economic forecasts utilized and associated weighting selected by management in the modeling of expected credit losses are reflective of future economic conditions; (6) entity-specific historical loss information has been properly assessed for all loan portfolio segments as the initial basis for estimating expected credit losses; (7) the reasonable and supportable periods for loan portfolio segments have been properly determined; (8) the reversion methodologies and timeframes for migration from the reasonable and supportable period to the use of historical loss rates are reasonable; (9) expected recoveries of prior charge off amounts have been properly estimated; and (10) qualitative adjustments to modeled loss results 100 2024 FORM 10-K ANNUAL REPORT ITEM 7.
FHN believes that the principal assumptions underlying the accounting estimates made by management include: (1) the commercial loan portfolio has been properly risk graded based on information about borrowers in specific industries and specific issues with respect to single borrowers; (2) borrower-specific information made available to FHN is current and accurate; (3) the loan portfolio has been segmented properly and individual loans have similar credit risk characteristics and will behave similarly; (4) the lives for loan portfolio pools have been estimated properly, including consideration of expected prepayments; (5) the economic forecasts utilized and associated weighting selected by management in the modeling of expected credit losses are reflective of future economic conditions; (6) entity-specific historical loss information has been properly assessed for all loan portfolio segments as the initial basis for estimating expected credit losses; (7) the reasonable and supportable periods for loan portfolio segments have been properly determined; (8) the reversion methodologies and timeframes for migration from the reasonable and supportable period to the use of historical loss rates are reasonable; (9) expected recoveries of prior charge-off amounts have been properly estimated; and (10) qualitative adjustments to modeled loss results reasonably reflect expected future credit losses as of the date of the financial statements.
(b) Variances are computed on a line-by-line basis and are non-additive. (c) Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21%, and where applicable, state income taxes. 62 2024 FORM 10-K ANNUAL REPORT ITEM 7.
(b) Variances are computed on a line-by-line basis and are non-additive. (c) Reflects taxable-equivalent adjustments, using the statutory federal income tax rate of 21% and, where applicable, state income taxes. 44 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Loans to mortgage companies and borrowers in the finance and insurance industry were 21% and 18% of FHN’s C&I loan portfolio as of December 31, 2024 and 2023, respectively, and as a result could be affected by items that uniquely impact the financial services industry.
Loans to mortgage companies and borrowers in the finance and insurance industry were 25% and 21% of FHN’s C&I loan portfolio as of December 31, 2025 and 2024, respectively, and as a result could be affected by items that uniquely impact the financial services industry.
Table 7.22 SCHEDULE OF RISKS INCLUDED IN VaR As of December 31, 2024 As of December 31, 2023 (Dollars in millions) 1-day 10-day 1-day 10-day Interest rate risk $ 1 $ 2 $ 1 $ 2 Credit spread risk — 1 1 1 The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static.
Table 7.26 SCHEDULE OF RISKS INCLUDED IN VaR As of December 31, 2025 As of December 31, 2024 (Dollars in millions) 1-day 10-day 1-day 10-day Interest rate risk $ 1 $ 2 $ 1 $ 2 Credit spread risk — 1 — 1 The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static.
In accordance with FHN’s interpretation of regulatory guidance, FHN may block future draws on accounts in order to mitigate risk of loss to FHN. Credit Card and Other The credit card and other consumer loan portfolio totaled $669 million as of December 31, 2024 and $793 million as of December 31, 2023.
In accordance with FHN’s interpretation of regulatory guidance, FHN may block future draws on accounts in order to mitigate risk of loss to FHN. Credit Card and Other The credit card and other consumer loan portfolio totaled $580 million as of December 31, 2025 and $669 million as of December 31, 2024.
Results of these tests indicate that both FHN and First Horizon Bank would be able to maintain capital well in excess of Basel III Adequately Capitalized standards under the hypothetical severe global recession of the 2024 CCAR Severely Adverse scenario.
Results of these tests indicate that both FHN and First Horizon Bank would be able to maintain capital well in excess of Basel III Adequately Capitalized standards under the hypothetical severe global recession of the 2025 DFAST Severely Adverse scenario.
(b) Subject to market haircuts on collateral. Generally, a primary source of funding for a bank is core deposits from the bank's client base. The period-end loans-to-deposits ratio was 95% and 93% as of December 31, 2024 and 2023, respectively. FHN may also use unsecured short-term borrowings as a source of liquidity.
(b) Subject to market haircuts on collateral. Generally, a primary source of funding for a bank is core deposits from the bank's client base. The period-end loans-to-deposits ratio was 95% as of both December 31, 2025 and 2024. FHN may also use unsecured short-term borrowings as a source of liquidity.
Consumer loans may also be modified through court-imposed principal reductions in bankruptcy proceedings, which FHN is required to honor unless a borrower reaffirms the related debt. 80 2024 FORM 10-K ANNUAL REPORT ITEM 7.
Consumer loans may also be modified through court-imposed principal reductions in bankruptcy proceedings, which FHN is required to honor unless a borrower reaffirms the related debt. 61 2025 FORM 10-K ANNUAL REPORT ITEM 7.
For purposes of this disclosure, industries are determined based on the NAICS industry codes used by Federal statistical agencies in classifying business establishments for the collection, analysis, and publication of statistical data related to the U.S. business economy.
For purposes of this disclosure, industries are determined based on the North American Industry Classification System ("NAICS") industry codes used by Federal statistical agencies in classifying business establishments for the collection, analysis, and publication of statistical data related to the U.S. business economy.
The following tables provide a reconciliation of shareholders’ equity from the Consolidated Balance Sheets to Common Equity Tier 1, Tier 1, and Total Regulatory Capital, as well as certain selected capital ratios. 82 2024 FORM 10-K ANNUAL REPORT ITEM 7.
The following tables provide a reconciliation of shareholders’ equity from the Consolidated Balance Sheets to Common Equity Tier 1, Tier 1, and Total Regulatory Capital, as well as certain selected capital ratios. 63 2025 FORM 10-K ANNUAL REPORT ITEM 7.
Curve steepening - assumes an instantaneous steepening of the interest rate yield curve through a 88 2024 FORM 10-K ANNUAL REPORT ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents decrease in short-term rates and an increase in long-term rates.
Curve steepening - assumes an instantaneous steepening of the interest rate yield curve through a decrease in short-term rates and an increase in long- 69 2025 FORM 10-K ANNUAL REPORT ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents term rates.
Due to the sensitivity of the ALLL determination to macroeconomic forecasts, changes in those forecasts can result in materially different results between reporting periods. In the determination of the ALLL as of December 31, 2024, FHN utilized Moody's Baseline and S3 (adverse) scenarios for the calculation of the ALLL.
Due to the sensitivity of the ALLL determination to macroeconomic forecasts, changes in those forecasts can result in materially different results between reporting periods. In the determination of the ALLL as of December 31, 2025, FHN utilized Moody's Baseline, S1 (upside) and S3 (adverse) scenarios for the calculation of the ALLL.
TPRM engages the IT Risk and Control Team to perform cybersecurity assessments for new vendors during onboarding, re-assessments of existing vendors on a risk-based cadence, and continuous monitoring of critical third parties. Board Oversight The Board's Risk Committee oversees all risk management functions for the enterprise, including operational risk, IT risk, and cybersecurity risk.
Among other responsibilities, TPRM engages the IT Risk and Control Team to perform cybersecurity assessments for new vendors during onboarding, re-assessments of existing vendors on a risk-based cadence, and continuous monitoring of critical third parties. Board Oversight The Board's Risk Committee oversees all risk management functions for the enterprise, including operational risk, which encompasses cybersecurity risk.
(b) Weighted average yields were calculated using amortized cost on a fully taxable equivalent basis, assuming a 24% tax rate where applicable. Loans and Leases Period-end loans and leases increased $1.3 billion, or 2%, to $62.6 billion as of December 31, 2024.
(b) Weighted average yields were calculated using amortized cost on a fully taxable equivalent basis, assuming a 24.5% tax rate where applicable. Loans and Leases Period-end loans and leases increased $1.6 billion, or 3%, to $64.2 billion as of December 31, 2025.
HELOCs comprised $2.1 billion and $2.2 billion of the consumer real estate portfolio for December 31, 2024 and 2023, respectively. FHN’s HELOCs typically have a 5 or 10 year draw period followed by a 10 or 20 year repayment period, respectively.
HELOCs comprised $2.2 billion and $2.1 billion of the consumer real estate portfolio as of December 31, 2025 and 2024, respectively. FHN’s HELOCs typically have a 5- or 10- year draw period followed by a 10- or 20- year repayment period, respectively.
During the draw period, a borrower is able to draw on the line and is only required to make interest payments. The line is frozen if a borrower becomes past due on payments. Once the draw period has concluded, the line is closed and the borrower is required to make both principal and interest payments monthly until the loan matures.
During the draw period, a borrower is able to draw on the line and is only required to make interest payments. The line is restricted if a borrower becomes past due on payments. Once the draw period has ended, the line is closed, and the borrower is required to make both principal and interest payments monthly until the loan matures.
The timing and exact amount of common share repurchases were subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations.
The timing and exact amount of common share repurchases were at the discretion of senior management and were subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations.
A few new requirements would apply to banks, like FHN, with assets over $50 billion, but by far the main impacts would fall on banks greater than $100 billion in assets. The proposals touch upon many regulatory requirements, including debt and equity capital requirements, credit risk standards, and asset risk-weighting.
A few new requirements would apply to banks, like FHN, with assets over $50 billion, but by far the main impacts would fall on banks greater than $100 billion in assets. The proposals touch upon many regulatory requirements, including debt and equity capital requirements, credit risk standards, and asset risk-weighting. The increased requirements also would entail additional compliance costs.
For smaller commercial credits, generally $5 million or less, and income-producing CRE credits greater than $10 million to non-professional real estate developers and smaller professional real estate investors/developers, FHN utilizes a centralized underwriting unit in order to originate and grade these credits more efficiently and consistently.
For smaller commercial credits, generally $5 million or less, and income-producing CRE credits greater than $10 million to non-professional real estate developers and smaller professional real estate investors/developers, FHN utilizes two underwriting units in order to originate and grade these credits more efficiently and consistently.
Loans to borrowers in the real estate and rental and leasing industry were 12% of FHN's C&I portfolio as of both December 31, 2024 and 2023. As of December 31, 2024, FHN did not have any other concentrations of C&I loans in any single industry of 10% or more of total loans.
Loans to borrowers in the real estate and rental and leasing industry were 11% and 12% of FHN's C&I portfolio as of December 31, 2025 and 2024, respectively. As of December 31, 2025, FHN did not have any other concentrations of C&I loans in any single industry of 10% or more of total loans.
In addition to the baseline liquidity reports, robust stress testing of assumptions and funds availability are periodically reviewed. FHN maintains a contingency funding plan that may be executed should unexpected difficulties arise in accessing funding that affects FHN, the industry, or both.
In addition to the baseline liquidity reports, stress testing of assumptions and funds availability is periodically conducted. FHN maintains a contingency funding plan that may be executed should unexpected difficulties arise in accessing funding that affects FHN, the industry, or both.
A summary of FHN's VaR and SVaR measures for 1-day and 10-day time horizons is presented in the following table. 87 2024 FORM 10-K ANNUAL REPORT ITEM 7.
A summary of FHN's VaR and SVaR measures for 1-day and 10-day time horizons is presented in the following table. 68 2025 FORM 10-K ANNUAL REPORT ITEM 7.
The following table provides a reconciliation of non-GAAP items presented in this MD&A to the most comparable GAAP presentation. 102 2024 FORM 10-K ANNUAL REPORT ITEM 7.
The following table provides a reconciliation of non-GAAP items presented in this MD&A to the most comparable GAAP presentation. 82 2025 FORM 10-K ANNUAL REPORT ITEM 7.
(b) Includes goodwill and other intangible assets, net of amortization. 103 2024 FORM 10-K ANNUAL REPORT ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK Table of Contents
(b) Includes goodwill and other intangible assets, net of amortization. 83 2025 FORM 10-K ANNUAL REPORT ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK Table of Contents
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents Table 7.21 VaR & SVaR MEASURES Year Ended December 31, 2024 As of December 31, 2024 (Dollars in millions) Mean High Low 1-day VaR $ 3 $ 4 $ 2 $ 2 SVaR 7 9 4 6 10-day VaR 8 12 4 4 SVaR 32 43 21 31 Year Ended December 31, 2023 As of December 31, 2023 (Dollars in millions) Mean High Low 1-day VaR $ 3 $ 4 $ 2 $ 3 SVaR 6 8 3 6 10-day VaR 8 11 4 10 SVaR 24 34 12 28 FHN’s overall VaR measure includes both interest rate risk and credit spread risk.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents Table 7.25 VaR & SVaR MEASURES Year Ended December 31, 2025 As of December 31, 2025 (Dollars in millions) Mean High Low 1-day VaR $ 2 $ 3 $ 1 $ 2 SVaR 7 9 6 7 10-day VaR 6 8 3 7 SVaR 37 47 28 37 Year Ended December 31, 2024 As of December 31, 2024 (Dollars in millions) Mean High Low 1-day VaR $ 3 $ 4 $ 2 $ 2 SVaR 7 9 4 6 10-day VaR 8 12 4 4 SVaR 32 43 21 31 FHN’s overall VaR measure includes both interest rate risk and credit spread risk.
Pricing of C&I loans is based upon tenor and the determined credit risk specific to the individual borrower. Historically, the majority of these loans typically have variable rates tied to SOFR, as the primary replacement index for LIBOR, or prime rate of interest plus or minus the appropriate margin.
Pricing of C&I loans is based upon tenor and the determined credit risk specific to the individual borrower. Historically, the majority of these loans typically have variable rates tied to SOFR or Prime Rate of interest plus or minus the appropriate margin.
These hypothetical calculations resulted in a 3% reduction and 29% increase, respectively, in ALLL in comparison to the ALLL recorded as of December 31, 2024, inclusive of qualitative adjustments that are affected by the weighting of forecast scenarios.
These hypothetical calculations resulted in a 7% reduction and 31% increase, respectively, in ALLL in comparison to the ALLL recorded as of December 31, 2025, inclusive of qualitative adjustments that are affected by the weighting of forecast scenarios.
Inherent drivers of operational risk include the following: • Business Resilience Risk • Fraud Risk • Physical Security Risk • Financial Reporting and Recording Risk • Technology Risk • Cybersecurity Risk • Model Risk • Third Party Risk Management, measurement, and reporting of operational risk are overseen by the Operational Risk Committee which includes key representatives from the business segments and support functions.
Categories of operational risk typically include the following: • Business Resilience Risk • Business Process Risk • Fraud Risk • Physical Security Risk • Financial Reporting and Recording Risk • Technology Risk • Cybersecurity Risk • Model Risk • Third Party Risk Management, measurement, and reporting of operational risks are overseen by the Operational Risk Committee which includes key representatives from the business segments and support functions.
ALCO and the Board of Directors have adopted a Liquidity Policy of which the objective is to ensure that FHN meets its cash and collateral obligations promptly, in a cost-effective manner and with the highest degree of reliability.
ALCO and the Board of Directors have adopted a Liquidity Policy with the objective of ensuring that FHN meets its cash and collateral obligations promptly, in a cost-effective manner, and with the highest degree of reliability.
Average price paid does not reflect the one percent excise tax charged on public company share repurchases. Stock Award Purchases As authorized by the Board's Compensation Committee, FHN makes automatic stock purchases by withholding stock-based award shares to cover tax obligations associated with those awards.
(b) Represents total costs including commissions paid. Average price paid does not reflect the one percent excise tax charged on public company share repurchases. Tax Withholding for Stock Awards As authorized by the Board's Compensation Committee, FHN makes automatic stock purchases by withholding stock-based award shares to cover tax obligations associated with those awards.
Preferred stock Ba1 A rating is not a recommendation to buy, sell, or hold securities and is subject to revision or withdrawal at any time and should be evaluated independently of any other rating. (a) Last change in ratings was on May 14, 2015. Outlook changed to stable ("Stable") and ratings affirmed on June 25, 2024.
Preferred stock Ba1 A rating is not a recommendation to buy, sell, or hold securities and is subject to revision or withdrawal at any time and should be evaluated independently of any other rating. (a) Last change in ratings was on May 14, 2015. Outlook changed to positive ("Positive") on June 11, 2025.
FHN income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Income tax expense consists of both current and deferred taxes.
FHN's income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimates of current and future taxes to be paid. Income tax expense consists of both current and deferred taxes.
FHN has a written Computer Security Incident Response Plan ("CSIRP") outlining FHN's incident response and communication processes. FHN's Chief Information Security Officer or certain other managers have the authority to initiate the execution of the CSIRP if an incident occurs.
MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A) Table of Contents FHN has a written Computer Security Incident Response Plan ("CSIRP") outlining FHN's incident response and communication processes. FHN's Chief Information Security Officer or certain other managers have the authority to initiate the execution of the CSIRP if an incident occurs.
FHN’s credit ratings are also referenced in various respects in agreements with certain derivative counterparties as discussed in Note 21 - Derivatives to the Consolidated Financial Statements in Part II, Item 8 of this Report. The following table provides FHN’s most recent credit ratings. 95 2024 FORM 10-K ANNUAL REPORT ITEM 7.
FHN’s credit ratings are also referenced in various respects in agreements with certain derivative counterparties as discussed in Note 21 - Derivatives to the Consolidated Financial Statements in Part II, Item 8 of this Report. The following table provides FHN’s most recent credit ratings.
Each occurrence is unique to the borrower and is evaluated separately. See Note 1 - Significant Accounting Policies, Note 3 - Loans and Leases and Note 4 - Allowance for Credit Losses to the Consolidated Financial Statements in Part II, Item 8 of this Report for further discussion regarding troubled loan modifications.
See Note 1 - Significant Accounting Policies, Note 3 - Loans and Leases and Note 4 - Allowance for Credit Losses to the Consolidated Financial Statements in Part II, Item 8 of this Report for further discussion regarding troubled loan modifications.
For additional information regarding the ACL, see Notes 1 and 4 to the Consolidated Financial Statements in Part II, Item 8 of this Report. The ALLL increased to $815 million as of December 31, 2024, or 1.30% of total loans and leases, compared to $773 million, or 1.26% of total loans and leases, at the end of 2023.
For additional information regarding the ACL, see Notes 1 and 4 to the Consolidated Financial Statements in Part II, Item 8 of this Report. The ALLL decreased to $738 million as of December 31, 2025, or 1.15% of total loans and leases, compared to $815 million, or 1.30% of total loans and leases, at the end of 2024.

… 336 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

26 edited+0 added−1 removed28 unchanged
Biggest changeFINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED STATEMENTS OF INCOME Consolidated Statements of Income Year Ended December 31 (Dollars in millions, except per share data; shares in thousands) 2024 2023 2022 Interest income Interest and fees on loans and leases $ 3,874 $ 3,575 $ 2,292 Interest and fees on loans held for sale 36 51 39 Interest on investment securities 241 247 198 Interest on trading securities 85 78 58 Interest on other earning assets 116 149 96 Total interest income 4,352 4,100 2,683 Interest expense Interest on deposits 1,620 1,266 184 Interest on trading liabilities 24 12 12 Interest on short-term borrowings 130 210 23 Interest on term borrowings 67 72 72 Total interest expense 1,841 1,560 291 Net interest income 2,511 2,540 2,392 Provision for credit losses 150 260 95 Net interest income after provision for credit losses 2,361 2,280 2,297 Noninterest income Fixed income 187 133 205 Deposit transactions and cash management 176 179 171 Brokerage, management fees and commissions 101 90 92 Card and digital banking fees 77 77 84 Other service charges and fees 51 54 54 Trust services and investment management 48 47 48 Mortgage banking income 35 23 68 Gain on merger termination — 225 — Securities gains (losses), net (89) (4) 18 Other income 93 103 75 Total noninterest income 679 927 815 Noninterest expense Personnel expense 1,137 1,100 1,101 Net occupancy expense 130 123 128 Computer software 121 111 113 Operations services 94 87 87 Deposit insurance expense 64 122 32 Legal and professional fees 64 49 62 Contract employment and outsourcing 51 49 54 Advertising and public relations 48 71 50 Amortization of intangible assets 44 47 51 Equipment expense 42 42 45 Communications and delivery 32 35 37 Contributions 18 61 7 Other expense 190 182 186 Total noninterest expense 2,035 2,079 1,953 Income before income taxes 1,005 1,128 1,159 113 2024 FORM 10-K ANNUAL REPORT ITEM 8.
Biggest changeFINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED STATEMENTS OF INCOME Consolidated Statements of Income Year Ended December 31, (Dollars in millions, except per share data; shares in thousands) 2025 2024 2023 Interest income Interest and fees on loans and leases $ 3,698 $ 3,874 $ 3,575 Interest and fees on loans held for sale 34 36 51 Interest on investment securities 282 241 247 Interest on trading securities 91 85 78 Interest on other earning assets 81 116 149 Total interest income 4,186 4,352 4,100 Interest expense Interest on deposits 1,339 1,620 1,266 Interest on trading liabilities 26 24 12 Interest on short-term borrowings 121 130 210 Interest on term borrowings 78 67 72 Total interest expense 1,564 1,841 1,560 Net interest income 2,622 2,511 2,540 Provision for credit losses 65 150 260 Net interest income after provision for credit losses 2,557 2,361 2,280 Noninterest income Fixed income 206 187 133 Deposit transactions and cash management 169 176 179 Brokerage, management fees and commissions 105 101 90 Card and digital banking fees 74 77 77 Other service charges and fees 60 51 54 Trust services and investment management 51 48 47 Mortgage banking income 43 35 23 Gain on merger termination — — 225 Securities gains (losses), net 1 (89) (4) Other income 88 93 103 Total noninterest income 797 679 927 Noninterest expense Personnel expense 1,159 1,137 1,100 Net occupancy expense 139 130 123 Computer software 138 121 111 Operations services 96 94 87 Legal and professional fees 86 64 49 Advertising and public relations 54 48 71 Deposit insurance expense 42 64 122 Contract employment and outsourcing 38 51 49 Amortization of intangible assets 38 44 47 Contributions 26 18 61 Other expense 258 264 259 Total noninterest expense 2,074 2,035 2,079 Income before income taxes 1,280 1,005 1,128 Income tax expense 282 211 212 Net income $ 998 $ 794 $ 916 92 2025 FORM 10-K ANNUAL REPORT ITEM 8.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents OPINION ON ICOFR Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors First Horizon Corporation: Opinion on Internal Control Over Financial Reporting We have audited First Horizon Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents OPINION ON ICOFR Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors First Horizon Corporation: Opinion on Internal Control Over Financial Reporting We have audited First Horizon Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Further, because of changes in conditions, the effectiveness of internal controls may diminish over time. Management assessed the effectiveness of First Horizon Corporation’s internal control over financial reporting as of December 31, 2024. This assessment was based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Further, because of changes in conditions, the effectiveness of internal controls may diminish over time. Management assessed the effectiveness of First Horizon Corporation’s internal control over financial reporting as of December 31, 2025. This assessment was based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s collective ALLL methodology for compliance with U.S. generally accepted accounting principles • evaluating judgments made by the Company relative to the performance testing of the PD, LGD, and prepayment models by comparing them to relevant Company-specific metrics and trends and the applicable industry and regulatory practices • assessing the conceptual soundness and performance testing of the PD, LGD, and prepayment models by inspecting the model documentation to determine whether the models are suitable for their intended use • evaluating the selection of the economic forecast scenarios and the weighting applied to each scenario by comparing them to the Company’s business environment and relevant industry practices 110 2024 FORM 10-K ANNUAL REPORT ITEM 8.
In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s collective ALLL methodology for compliance with U.S. generally accepted accounting principles • evaluating judgments made by the Company relative to the performance testing of the PD, LGD, and prepayment models by comparing them to relevant Company-specific metrics and trends and the applicable industry and regulatory practices • assessing the conceptual soundness and performance testing of the PD, LGD, and prepayment models by inspecting the model documentation to determine whether the models are suitable for their intended use • evaluating the selection of the economic forecast scenarios and the weighting applied to each scenario by comparing them to the Company’s business environment and relevant industry practices 89 2025 FORM 10-K ANNUAL REPORT ITEM 8.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Based on our assessment and those criteria, management believes that First Horizon Corporation maintained effective internal control over financial reporting as of December 31, 2024. KPMG LLP, the independent registered public accounting firm that audited First Horizon Corporation's financial statements, issued an audit report on First Horizon Corporation’s internal control over financial reporting.
Based on our assessment and those criteria, management believes that First Horizon Corporation maintained effective internal control over financial reporting as of December 31, 2025. KPMG LLP, the independent registered public accounting firm that audited First Horizon Corporation's financial statements, issued an audit report on First Horizon Corporation’s internal control over financial reporting.
The significant assumptions are sensitive to variation, such that minor changes in the assumption can cause significant changes in the estimates. The assessment also included an evaluation of the conceptual soundness and performance of the PD, LGD, and prepayments models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The significant assumptions are sensitive to variation, such that minor changes in the assumption can cause significant changes in the estimates. The assessment also included an evaluation of the conceptual soundness and performance of the PD, LGD, and prepayment models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents OPINION ON CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors First Horizon Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of First Horizon Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents OPINION ON CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors First Horizon Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of First Horizon Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).
Specifically, the assessment encompassed the evaluation of the collective ALLL methodology, including the methods and models used to estimate the PD, LGD, and prepayments and their significant assumptions, which included the selection of the economic forecast scenarios and the weighting of each economic scenario. The assessment also included the evaluation of certain qualitative adjustments and their significant assumptions.
Specifically, the assessment encompassed the evaluation of the collective ALLL methodology, including the methods and models used to estimate the PD, LGD, and prepayment and their significant assumptions, which included the selection of the economic forecast scenarios and the weighting of each economic scenario. The assessment also included the evaluation of certain qualitative adjustments and their significant assumptions.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company uses models or assumptions to develop expected loss forecasts, inclusive of qualitative adjustments that are affected by the weighting of multiple macroeconomic forecast scenarios over a four year reasonable and supportable forecast period.
The Company uses models or assumptions to develop expected loss forecasts, inclusive of qualitative adjustments that are affected by the weighting of multiple macroeconomic forecast scenarios over a three-year reasonable and supportable forecast period.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.
Assessment of the allowance for loan losses for loans collectively evaluated for impairment As discussed in Notes 1 and 4 to the consolidated financial statements, the Company’s total allowance for loan losses as of December 31, 2024 was $815 million, of which a portion related to the allowance for loan losses for loans collectively evaluated for impairment (the collective ALLL).
Assessment of the allowance for loan losses for loans collectively evaluated for impairment As discussed in Notes 1 and 4 to the consolidated financial statements, the Company’s total allowance for loan losses as of December 31, 2025, was $738 million, of which a portion related to the allowance for loan losses for loans collectively evaluated for impairment (the collective ALLL).
Quantitative and Qualitative Disclosures About Market Risk The information called for by this Item is incorporated herein by reference to: 2024 MD&A (Item 7), which begins on page 57 of this report; Note 21—Derivatives, which begins on page 185 of this report; and Note 22—Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions, which begins on page 192 of this report.
Quantitative and Qualitative Disclosures About Market Risk The information called for by this Item is incorporated herein by reference to: 2025 MD&A (Item 7), which begins on page 40 of this report; Note 21—Derivatives, which begins on page 160 of this report; and Note 22—Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions, which begins on page 167 of this report.
After the reasonable and supportable forecast period, the Company immediately reverts to its historical loss averages, evaluated over the historical observation period, for the remaining estimated life of the loans.
After the reasonable and supportable forecast period, the Company reverts on a straight-line basis to its historical loss averages, evaluated over the historical observation period, for the remaining estimated life of the loans.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Consolidated Statements of Comprehensive Income (Loss) Year Ended December 31 (Dollars in millions) 2024 2023 2022 Net income $ 794 $ 916 $ 912 Other comprehensive income (loss), net of tax: Net unrealized gains (losses) on securities available for sale 54 137 (937) Net unrealized gains (losses) on cash flow hedges (14) 47 (129) Net unrealized gains (losses) on pension and other postretirement plans 20 (4) (14) Other comprehensive income (loss) 60 180 (1,080) Comprehensive income (loss) 854 1,096 (168) Comprehensive income attributable to noncontrolling interest 19 19 12 Comprehensive income (loss) attributable to controlling interest $ 835 $ 1,077 $ (180) Income tax expense (benefit) of items included in other comprehensive income: Net unrealized gains (losses) on securities available for sale $ 17 $ 44 $ (302) Net unrealized gains (losses) on cash flow hedges (5) 15 (42) Net unrealized gains (losses) on pension and other postretirement plans 7 (1) (5) See accompanying notes to consolidated financial statements. 115 2024 FORM 10-K ANNUAL REPORT
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Consolidated Statements of Comprehensive Income (Loss) Year Ended December 31, (Dollars in millions) 2025 2024 2023 Net income $ 998 $ 794 $ 916 Other comprehensive income, net of tax: Net unrealized gains on securities available for sale 270 54 137 Net unrealized gains (losses) on cash flow hedges 52 (14) 47 Net unrealized (losses) gains on pension and other postretirement plans (4) 20 (4) Other comprehensive income 318 60 180 Comprehensive income 1,316 854 1,096 Comprehensive income attributable to noncontrolling interest 16 19 19 Comprehensive income attributable to controlling interest $ 1,300 $ 835 $ 1,077 Income tax expense (benefit) of items included in other comprehensive income: Net unrealized gains on securities available for sale $ 88 $ 17 $ 44 Net unrealized gains (losses) on cash flow hedges 17 (5) 15 Net unrealized (losses) gains on pension and other postretirement plans (1) 7 (1) See accompanying notes to consolidated financial statements. 94 2025 FORM 10-K ANNUAL REPORT
Within 2024 MD&A, these sections are especially pertin ent to this Item 7A: Market Risk Management and Interest Rate Risk Management which begin, respectively, on pages 87 and 89 of this report. Notes 21 and 22 are part of our 2024 Financial Statements (Item 8). 104 2024 FORM 10-K ANNUAL REPORT ITEM 8.
Within 2025 MD&A, these sections are especially pertinent to this Item 7A: Market Risk Management and Interest Rate Risk Management which begin, respectively, on pages 68 and 70 of this report. Notes 21 and 22 are part of our 2025 Financial Statements (Item 8). 84 2025 FORM 10-K ANNUAL REPORT ITEM 8.
That report appears on the following page. 107 2024 FORM 10-K ANNUAL REPORT ITEM 8.
That report appears on the following page. 86 2025 FORM 10-K ANNUAL REPORT ITEM 8.
The Company estimated the collective ALLL using a current expected credit losses methodology which is based on internal and external information relating to past events, current conditions, and reasonable and supportable forecasts of future conditions that affect the collectability of future cash flows. The expected credit losses are the product of multiplying 109 2024 FORM 10-K ANNUAL REPORT ITEM 8.
The Company estimated the collective ALLL using a current expected credit losses methodology which is based on internal and external information relating to past events, current conditions, and reasonable and supportable forecasts of future 88 2025 FORM 10-K ANNUAL REPORT ITEM 8.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents OPINION ON CONSOLIDATED FINANCIAL STATEMENTS the Company’s estimates of probability of default (PD), loss given default (LGD), and individual loan level exposure at default (EAD), including amortization and prepayment assumptions, on an undiscounted basis.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents OPINION ON CONSOLIDATED FINANCIAL STATEMENTS conditions that affect the collectability of future cash flows. The expected credit losses are the product of multiplying the Company’s estimates of probability of default (PD), loss given default (LGD), and individual loan level exposure at default (EAD), including amortization and prepayment assumptions, on an undiscounted basis.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED BALANCE SHEETS Consolidated Balance Sheets December 31, (Dollars in millions, except per share amounts) 2024 2023 Assets Cash and due from banks $ 906 $ 1,012 Interest-bearing deposits with banks 1,538 1,328 Federal funds sold and securities purchased under agreements to resell 631 719 Trading securities 1,387 1,412 Securities available for sale at fair value 7,896 8,391 Securities held to maturity (fair value of $1,083 and $1,161, respectively) 1,270 1,323 Loans held for sale (including $85 and $68 at fair value, respectively) 551 502 Loans and leases 62,565 61,292 Allowance for loan and lease losses (815) (773) Net loans and leases 61,750 60,519 Premises and equipment 574 590 Goodwill 1,510 1,510 Other intangible assets 143 186 Other assets 3,996 4,169 Total assets $ 82,152 $ 81,661 Liabilities Noninterest-bearing deposits $ 16,021 $ 17,204 Interest-bearing deposits 49,560 48,576 Total deposits 65,581 65,780 Trading liabilities 550 509 Short-term borrowings 3,400 2,549 Term borrowings 1,195 1,150 Other liabilities 2,315 2,382 Total liabilities 73,041 72,370 Equity Preferred stock, Non-cumulative perpetual, no par value; authorized 5,000,000 shares; issued 16,750 and 26,750 shares, respectively 426 520 Common stock, $0.625 par value; authorized 700,000,000 shares; issued 524,280,412 and 558,838,694 shares, respectively 328 349 Capital surplus 4,808 5,351 Retained earnings 4,382 3,964 Accumulated other comprehensive loss, net (1,128) (1,188) FHN shareholders' equity 8,816 8,996 Noncontrolling interest 295 295 Total equity 9,111 9,291 Total liabilities and equity $ 82,152 $ 81,661 See accompanying notes to consolidated financial statements. 112 2024 FORM 10-K ANNUAL REPORT ITEM 8.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED BALANCE SHEETS Consolidated Balance Sheets December 31, (Dollars in millions, except per share amounts) 2025 2024 Assets Cash and due from banks $ 961 $ 906 Interest-bearing deposits with banks 1,125 1,538 Federal funds sold and securities purchased under agreements to resell 634 631 Trading securities 1,904 1,387 Securities available for sale at fair value 8,165 7,896 Securities held to maturity (fair value of $1,073 and $1,083, respectively) 1,216 1,270 Loans held for sale (including $151 and $85 at fair value, respectively) 406 551 Loans and leases 64,156 62,565 Allowance for loan and lease losses (738) (815) Net loans and leases 63,418 61,750 Premises and equipment 544 574 Goodwill 1,510 1,510 Other intangible assets 105 143 Other assets 3,888 3,996 Total assets $ 83,876 $ 82,152 Liabilities Noninterest-bearing deposits $ 15,823 $ 16,021 Interest-bearing deposits 51,653 49,560 Total deposits 67,476 65,581 Trading liabilities 607 550 Short-term borrowings 3,254 3,400 Term borrowings 1,321 1,195 Other liabilities 2,076 2,315 Total liabilities 74,734 73,041 Equity Preferred stock, Non-cumulative perpetual, no par value; authorized 5,000,000 shares; issued 8,750 and 16,750 shares, respectively 349 426 Common stock, $0.625 par value; authorized 700,000,000 shares; issued 484,825,395 and 524,280,412 shares, respectively 303 328 Capital surplus 3,974 4,808 Retained earnings 5,031 4,382 Accumulated other comprehensive loss, net (810) (1,128) FHN shareholders' equity 8,847 8,816 Noncontrolling interest 295 295 Total equity 9,142 9,111 Total liabilities and equity $ 83,876 $ 82,152 See accompanying notes to consolidated financial statements. 91 2025 FORM 10-K ANNUAL REPORT ITEM 8.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED STATEMENTS OF INCOME Income tax expense 211 212 247 Net income $ 794 $ 916 $ 912 Net income attributable to noncontrolling interest 19 19 12 Net income attributable to controlling interest $ 775 $ 897 $ 900 Preferred stock dividends 37 32 32 Net income available to common shareholders $ 738 $ 865 $ 868 Basic earnings per share $ 1.37 $ 1.58 $ 1.62 Diluted earnings per share $ 1.36 $ 1.54 $ 1.53 Weighted average common shares 540,317 548,410 535,033 Diluted average common shares 544,285 561,732 566,004 See accompanying notes to consolidated financial statements. 114 2024 FORM 10-K ANNUAL REPORT ITEM 8.
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents CONSOLIDATED STATEMENTS OF INCOME Net income attributable to noncontrolling interest 16 19 19 Net income attributable to controlling interest $ 982 $ 775 $ 897 Preferred stock dividends 26 37 32 Net income available to common shareholders $ 956 $ 738 $ 865 Basic earnings per share $ 1.89 $ 1.37 $ 1.58 Diluted earnings per share $ 1.87 $ 1.36 $ 1.54 Weighted average common shares 505,130 540,317 548,410 Diluted average common shares 511,107 544,285 561,732 See accompanying notes to consolidated financial statements. 93 2025 FORM 10-K ANNUAL REPORT ITEM 8.
Memphis, Tennessee February 27, 2025 108 2024 FORM 10-K ANNUAL REPORT ITEM 8.
Memphis, Tennessee February 26, 2026 87 2025 FORM 10-K ANNUAL REPORT ITEM 8.
Memphis, Tennessee February 27, 2025 111 2024 FORM 10-K ANNUAL REPORT ITEM 8.
Memphis, Tennessee February 26, 2026 90 2025 FORM 10-K ANNUAL REPORT ITEM 8.
Financial Statements and Supplementary Data TABLE OF ITEM 8 TOPICS Report of Management on Internal Control o ver Financial Reporting 107 Report of Independent Registered Public Accounting Firm 108 Consolidated Balance Sheets 112 Consolidated Statements of Income 113 Consolidated Statements of Comprehensive Income (Loss) 115 Consolidated Statements of Changes in Equity 116 Consolidated Statements of Cash Flows 117 Notes to the Consolidated Financial Statements 119 Note 1 Significant Accounting Policies 119 Note 2 Investment Securities 132 Note 3 Loans and Leases 135 Note 4 Allowance for Credit Losses 144 Note 5 Premises, Equipment, and Leases 147 Note 6 Goodwill and Other Intangible Assets 150 Note 7 Mortgage Banking Activity 151 Note 8 Deposits 152 Note 9 Short-Term Borrowings 153 Note 10 Term Borrowings 154 Note 11 Preferred Stock 156 Note 12 Regulatory Capital and Restrictions 157 Note 13 Components of Other Comprehensive Income (Loss) 159 Note 14 Income Taxes 160 Note 15 Earnings Per Share 164 Note 16 Contingencies and Other Disclosures 165 Note 17 Retirement Plans and Other Employee Benefits 167 Note 18 Stock Options and Restricted Stock 172 105 2024 FORM 10-K ANNUAL REPORT ITEM 8.
Financial Statements and Supplementary Data TABLE OF ITEM 8 TOPICS Report of Management on Internal Control over Financial Reporting 86 Report of Independent Registered Public Accounting Firm 87 Consolidated Balance Sheets 91 Consolidated Statements of Income 92 Consolidated Statements of Comprehensive Income (Loss) 94 Consolidated Statements of Changes in Equity 95 Consolidated Statements of Cash Flows 96 Notes to the Consolidated Financial Statements 98 Note 1 Significant Accounting Policies 98 Note 2 Investment Securities 110 Note 3 Loans and Leases 113 Note 4 Allowance for Credit Losses 121 Note 5 Premises, Equipment, and Leases 124 Note 6 Goodwill and Other Intangible Assets 126 Note 7 Mortgage Banking Activity 127 Note 8 Deposits 128 Note 9 Short-Term Borrowings 129 Note 10 Term Borrowings 130 Note 11 Preferred Stock 132 Note 12 Regulatory Capital and Restrictions 133 Note 13 Components of Other Comprehensive Income (Loss) 135 Note 14 Income Taxes 136 Note 15 Earnings Per Share 140 Note 16 Contingencies and Other Disclosures 141 Note 17 Retirement Plans and Other Employee Benefits 142 Note 18 Stock Options and Restricted Stock 147 Note 19 Business Segment Information 150 Note 20 Variable Interest Entities 157 Note 21 Derivatives 160 Note 22 Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions 167 Note 23 Fair Value of Assets and Liabilities 169 Note 24 Parent Company Financial Information 184 85 2025 FORM 10-K ANNUAL REPORT ITEM 8.
Removed
FINANCIAL STATEMENTS & SUPPLEMENTARY DATA Table of Contents ITEM 8 TOPICS Note 19 Business Segment Information 175 Note 20 Variable Interest Entities 182 Note 21 Derivatives 185 Note 22 Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions 192 Note 23 Fair Value of Assets and Liabilities 194 Note 24 Parent Company Financial Information 209 106 2024 FORM 10-K ANNUAL REPORT ITEM 8.

Other FHN 10-K year-over-year comparisons