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FIRST HORIZON CORP

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

FHN$23.53+2.1%Stored close · as of Nov 9, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2024

  • or -
☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from __________ to__________

Commission File Number:001-15185

(Exact name of registrant as specified in its charter)

TN62-0803242
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
165 Madison Avenue
Memphis,Tennessee38103
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:901-523-4444

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
$.625 Par Value Common Capital StockFHNNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest ina share of Non-Cumulative Perpetual Preferred Stock, Series BFHN PR BNew York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest ina share of Non-Cumulative Perpetual Preferred Stock, Series CFHN PR CNew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest ina share of Non-Cumulative Perpetual Preferred Stock, Series EFHN PR ENew York Stock Exchange LLC
Depositary Shares, each representing a 1/4,000th interest ina share of Non-Cumulative Perpetual Preferred Stock, Series FFHN PR FNew York Stock Exchange LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☒Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes☒ No

At June 30, 2024, the aggregate market value of registrant common stock held by non-affiliates of the registrant was approximately $8.4 billion based on the closing stock price reported for that date.

At January 31, 2025, the registrant had 521,769,746 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement to be furnished to shareholders in connection with the Annual Meeting of shareholders scheduled for April 29, 2025 or provided in an amendment to this Annual Report: Part III of this Report

Auditor Name: KPMG LLP Auditor Location: Memphis, TN Auditor Firm ID:185

TABLE OF CONTENTS and GLOSSARY

Table of Contents

Page
Glossary2
Executive Summary of Principal Investment Risks4
Forward-Looking Statements6
Part I
Item 1.Business8
Item 1A.Risk Factors31
Item 1B.Unresolved Staff Comments52
Item 1C.Cybersecurity52
Item 2.Properties52
Item 3.Legal Proceedings52
Item 4.Mine Safety Disclosures52
Supplemental Part I Information53
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55
Item 6.[Reserved]56
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57
Item 7A.Quantitative and Qualitative Disclosures About Market Risk104
Item 8.Financial Statements and Supplementary Data105
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure211
Item 9A.Controls and Procedures211
Item 9B.Other Information211
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections211
Part III
Item 10.Directors, Executive Officers and Corporate Governance212
Item 11.Executive Compensation214
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters215
Item 13.Certain Relationships and Related Transactions, and Director Independence217
Item 14.Principal Accountant Fees and Services217
Part IV
Item 15.Exhibits and Financial Statement Schedules218
Signatures223

MD&A and Financial Statement References:

In this report: "2024 MD&A" and "2024 MD&A (Item 7)" generally refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 7 within Part II of this report; and, "2024 Financial Statements" and "2024 Financial Statements (Item 8)" generally refer to our Consolidated Balance Sheets, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income, our Consolidated Statements of Changes in Equity, our Consolidated Statements of Cash Flows, and the Notes to the Consolidated Financial Statements, all appearing in Item 8 within Part II of this report.

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