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FIRST HORIZON CORP

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

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

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Notes to the Consolidated Financial Statements (unaudited)

PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 1—BASIS OF PRESENTATION & ACCOUNTING POLICIES

Notes to the Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation and Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes necessary for complete financial statements in accordance with GAAP. In the opinion of management, the accompanying unaudited consolidated financial statements contain all significant adjustments, consisting of normal and recurring items, considered necessary for fair presentation. These interim financial statements should be read in conjunction with FHN's audited consolidated financial statements and notes in FHN's Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year.

All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts reported in prior years have been reclassified to conform to the current period presentation. See the Glossary included in this report for terms used herein.

Summary of Accounting Changes

ASU 2023-07

In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures" that requires public entities to provide disclosures of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU requires a public entity to disclose, for each reportable segment, the significant expense categories and amounts that are regularly provided to the chief operating decision-maker ("CODM") and included in each reported measure of a segment's profit or loss. ASU 2023-07 also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. FHN adopted ASU 2023-07 as of December 31, 2024 and its requirements have been applied retrospectively to all periods presented in

Note 12 — Business Segment Information.

Accounting Changes Issued But Not Currently Effective

ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures" to enhance transparency and decision usefulness of income tax disclosures. The provisions of this ASU require disaggregated information about a reporting entity's effective tax rate reconciliation in both percentages and reporting currency amounts. Certain categories of reconciling items are required by the ASU with additional categories required if a specified quantitative threshold is met. Reporting entities are also required to provide a qualitative discussion of the primary state and local jurisdictions for income taxes and the type of reconciling categories. ASU 2023-09 also requires disaggregation of income taxes paid by jurisdiction.

For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance must be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. FHN will provide a full retrospective presentation of its income tax disclosures in accordance with the provisions of ASU 2023-09 within the financial statements included in its annual Form 10-K filing.

ASU 2024-03

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses" that requires tabular disclosure, on an annual and interim basis, of additional disaggregated information about prescribed expense categories if they are present in any expense caption on the face of the income statement within continuing operations. The prescribed categories applicable to FHN are employee compensation, depreciation, and intangible asset amortization. Other required expense disclosures must be included in the tabular disclosure when they are included in the same income statement caption as a prescribed expense category. ASU 2024-03 also requires disclosure of the total amount of selling expenses and, annually, an entity’s definition of selling expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. The guidance is required to be applied prospectively. Early adoption and retrospective application are permitted. FHN is currently assessing the effects of adopting ASU 2024-03 on its financial statement disclosures.

143Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 1—BASIS OF PRESENTATION & ACCOUNTING POLICIES

ASU 2025-06

In September 2025, the FASB issued ASU 2025-06, “Targeted Improvements to the Accounting for Internal-Use Software,” which simplifies the capitalization guidance by removing all references to software development project stages. The ASU requires entities to begin capitalizing incurred software costs after management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. FHN is currently assessing the effects of adopting ASU 2025-06 on its Consolidated Financial Statements and related disclosures.

SEC Final Rule

In March 2024, the SEC adopted final rules, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Disclosures Rules”) to require registrants to disclose certain climate-related information in registration statements and annual reports. Information required for inclusion within the footnotes to the financial statements for severe weather events and other natural conditions includes 1) income statement effects before insurance recoveries above 1% of pre-tax income/loss, 2) balance sheet effects above 1% of shareholders’ equity, and 3) certain carbon offsets and renewable energy credits. Qualitative discussion is also required for material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclosed climate-related targets or transition plans.

In April 2024, the SEC issued a stay of the Climate Disclosures Rules pending the completion of judicial review of various legal challenges. On March 27, 2025, the SEC voted to end the legal defense of the Climate Disclosures Rules, and in a July 23, 2025 court filing, the SEC stated it did not intend to review or reconsider its Climate Disclosure Rules prior to the court ruling on the pending petitions challenging those rules. On September 12, 2025, the U.S. Court of Appeals for the Eighth Circuit ordered the litigation to be held in abeyance until the SEC reconsiders its Climate Disclosures Rules through formal notice-and-comment rulemaking or renews its defense of the rules. As a result of the SEC's and the Court's actions, the actual timing of any implementation of the Climate Disclosures Rules, and the form of the rules if implemented, remains uncertain. FHN is assessing the potential effects of the Climate Disclosures Rules on its financial statements.

153Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 2—INVESTMENT SECURITIES

Note 2—Investment Securities

The following tables summarize FHN’s investment securities as of September 30, 2025 and December 31, 2024.

INVESTMENT SECURITIES AT SEPTEMBER 30, 2025
(Dollars in millions)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
Securities available for sale:
Government agency issued MBS$4,039$7$(364)$3,682
Government agency issued CMO3,0784(239)2,843
Other U.S. government agencies1,3552(117)1,240
States and municipalities3661(30)337
Total securities available for sale (a)$8,838$14$(750)$8,102
Securities held to maturity:
Government agency issued MBS$769$—$(81)$688
Government agency issued CMO460—(69)391
Total securities held to maturity (a)$1,229$—$(150)$1,079

(a)Includes $7.0 billion of securities available for sale and $0.9 billion of securities held to maturity pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

INVESTMENT SECURITIES AT DECEMBER 31, 2024
(Dollars in millions)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
Securities available for sale:
Government agency issued MBS$4,223$1$(522)$3,702
Government agency issued CMO3,079—(312)2,767
Other U.S. government agencies1,234—(161)1,073
States and municipalities394—(40)354
Total securities available for sale (a)$8,930$1$(1,035)$7,896
Securities held to maturity:
Government agency issued MBS$804$—$(109)$695
Government agency issued CMO466—(78)388
Total securities held to maturity (a)$1,270$—$(187)$1,083

(a)Includes $6.9 billion of securities available for sale and $1.3 billion of securities held to maturity pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

163Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 2—INVESTMENT SECURITIES

The amortized cost and fair value by contractual maturity for the debt securities portfolio as of September 30, 2025 is provided below.

DEBT SECURITIES PORTFOLIO MATURITIES
Held to MaturityAvailable for Sale
(Dollars in millions)AmortizedCostFairValueAmortizedCostFairValue
Within 1 year$—$—$16$16
After 1 year through 5 years——9387
After 5 years through 10 years——480456
After 10 years——1,1321,018
Subtotal——1,7211,577
Government agency issued MBS and CMO (a)1,2291,0797,1176,525
Total$1,229$1,079$8,838$8,102

(a)Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

There wereno sales of AFS securities for the three and nine months ended September 30, 2025 and 2024.

The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of September 30, 2025 and December 31, 2024.

AFS INVESTMENT SECURITIES WITH UNREALIZED LOSSES

Less than 12 months12 months or longerTotal
(Dollars in millions)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
Government agency issued MBS$146$(1)$2,885$(363)$3,031$(364)
Government agency issued CMO407—1,720(239)2,127(239)
Other U.S. government agencies300(1)801(116)1,101(117)
States and municipalities30—239(30)269(30)
Total$883$(2)$5,645$(748)$6,528$(750)
Less than 12 months12 months or longerTotal
(Dollars in millions)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
Government agency issued MBS$663$(9)$2,992$(513)$3,655$(522)
Government agency issued CMO675(2)1,744(310)2,419(312)
Other U.S. government agencies210(6)863(155)1,073(161)
States and municipalities66(1)256(39)322(40)
Total$1,614$(18)$5,855$(1,017)$7,469$(1,035)
173Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 2—INVESTMENT SECURITIES

FHN has evaluated all AFS debt securities that were in unrealized loss positions in accordance with its accounting policy for recognition of credit losses. No AFS debt securities were determined to have credit losses. Total AIR not included in the fair value or amortized cost basis of AFS debt securities was $26 million and $29 million as of September 30, 2025 and December 31, 2024, respectively. Consistent with FHN's review of the related securities, there were no credit-related write-downs of AIR for AFS debt securities during the reporting periods. Additionally, for AFS debt securities with unrealized losses, FHN does not intend to sell them, and it is more likely than not that FHN will not be required to sell them prior to recovery. Therefore, no write-downs of these investments to fair value occurred during the reporting periods. There wereno transfers to or from AFS or HTM during the three and nine months ended September 30, 2025 and 2024.

For HTM securities, an allowance for credit losses is required to absorb estimated lifetime credit losses. Total AIR not included in the fair value or amortized cost basis of HTM debt securities was $3 million as of both September 30, 2025 and December 31, 2024. FHN has assessed the risk of credit loss and has determined thatno allowance for credit losses for HTM securities was necessary as of September 30, 2025 and December 31, 2024. The evaluation of credit risk includes consideration of third-party and government guarantees (both explicit and implicit), senior or subordinated status, credit ratings of the issuer, the effects of interest rate changes since purchase and observable market information such as issuer-specific credit spreads.

The carrying amount of equity investments without a readily determinable fair value was $113 million and $96 million at September 30, 2025 and December 31, 2024, respectively. The year-to-date 2025 and 2024 gross amounts of upward and downward valuation adjustments were not significant.

Net unrealized gains of $5 million and $8 million were recognized in the three and nine months ended September 30, 2025, respectively, for equity investments with readily determinable fair values. Net unrealized gains of $4 million and $11 million were recognized in the three and nine months ended September 30, 2024, respectively, for equity investments with readily determinable fair values.

183Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 3—LOANS & LEASES

Note 3—Loans and Leases

The loan and lease portfolio is disaggregated into portfolio segments and then further disaggregated into classes for certain disclosures. GAAP defines a portfolio segment as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. A class is generally a disaggregation of a portfolio segment and is generally determined based on risk characteristics of the loan and FHN’s method for monitoring and assessing credit risk and performance. FHN's loan and lease portfolio segments are commercial and consumer. The classes of loans and leases are: (1) commercial, financial, and industrial, which includes

commercial and industrial loans and leases and loans to mortgage companies, (2) commercial real estate, (3) consumer real estate, which includes both real estate installment and home equity lines of credit, and (4) credit card and other.

The following table provides the amortized cost basis of loans and leases by portfolio segment and class as of September 30, 2025 and December 31, 2024, excluding accrued interest of $262 million and $271 million, respectively, which is included in other assets in the Consolidated Balance Sheets.

LOANS AND LEASES BY PORTFOLIO SEGMENT
(Dollars in millions)September 30, 2025December 31, 2024
Commercial:
Commercial and industrial (a)$30,475$29,957
Loans to mortgage companies3,9263,471
Total commercial, financial, and industrial34,40133,428
Commercial real estate13,67514,421
Consumer:
HELOC2,1452,092
Real estate installment loans12,25811,955
Total consumer real estate14,40314,047
Credit card and other (b)579669
Loans and leases$63,058$62,565
Allowance for loan and lease losses(777)(815)
Net loans and leases$62,281$61,750

(a)Includes equipment financing leases of $1.5 billion and $1.4 billion for September 30, 2025 and December 31, 2024, respectively.

(b)Includes $154 million and $174 million of commercial credit card balances as of September 30, 2025 and December 31, 2024, respectively.

Restrictions

Loans and leases with carrying values of $45.7 billion and $45.8 billion were pledged as collateral for borrowings at September 30, 2025 and December 31, 2024, respectively.

Concentrations of Credit Risk

Most of FHN’s business activity is with clients located in the southern United States. FHN’s lending activity is concentrated in its market areas within those states. As of September 30, 2025, FHN had loans to mortgage companies of $3.9 billion and loans to finance and insurance companies of $3.9 billion. As a result,22% of the C&I portfolio is sensitive to impacts on the financial services industry.

Credit Quality Indicators

FHN employs a dual grade commercial risk grading methodology to assign an estimate for the probability of default and the loss given default for each commercial loan using factors specific to various industry, portfolio, or product segments that result in a rank ordering of risk and

the assignment of grades PD 1 to PD 16. This credit grading system is intended to identify and measure the credit quality of the loan and lease portfolio by analyzing the migration between grading categories. It is also integral to the estimation methodology utilized in determining the ALLL since an allowance is established for pools of commercial loans based on the credit grade assigned. Each PD grade corresponds to an estimated one-year default probability percentage. PD grades are continually evaluated but require a formal scorecard annually.

PD 1 through PD 12 are “pass” grades. PD grades 13-16 correspond to the regulatory-defined categories of special mention (13), substandard (14), doubtful (15), and loss (16). Special mention commercial loans and leases have potential weaknesses that, if left uncorrected, may result in deterioration of FHN's credit position at some future date. Substandard commercial loans and leases have well-defined weaknesses and are characterized by the distinct possibility that FHN will sustain some loss if the deficiencies are not corrected. Doubtful commercial loans and leases have the same weaknesses as substandard

193Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 3—LOANS & LEASES

loans and leases with the added characteristics that the probability of loss is high and collection of the full amount is improbable.

The following tables provide the amortized cost basis of the commercial loan portfolio by year of origination and

credit quality indicator as of September 30, 2025 and December 31, 2024.

C&I PORTFOLIO
(Dollars in millions)20252024202320222021Prior to 2021LMC (a)Revolving LoansRevolving Loans Convertedto Term LoansTotal
Credit Quality Indicator:
Pass (PD grades 1 through 12)$2,749$5,395$2,218$3,066$1,892$4,240$3,925$9,023$199$32,707
Special Mention (PD grade 13)4807523059—1206358
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)231441602401612411338281,336
Total C&I loans$2,776$5,619$2,385$3,358$2,083$4,540$3,926$9,481$233$34,401
(Dollars in millions)20242023202220212020Prior to 2020LMC (a)Revolving LoansRevolving Loans Convertedto Term LoansTotal
Credit Quality Indicator:
Pass (PD grades 1 through 12)$5,590$2,607$3,649$2,336$1,055$3,853$3,471$8,784$248$31,593
Special Mention (PD grade 13)1062778473357—2792629
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)8418411317933169—383611,206
Total C&I loans$5,780$2,818$3,840$2,562$1,121$4,079$3,471$9,446$311$33,428

(a) LMC includes non-revolving commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third-party investors. The loans are of short duration with maturities less than one year.

CRE PORTFOLIO
(Dollars in millions)20252024202320222021Prior to 2021Revolving LoansRevolving Loans Convertedto Term LoansTotal
Credit Quality Indicator:
Pass (PD grades 1 through 12)$723$954$1,686$2,583$2,097$3,669$286$87$12,085
Special Mention (PD grade 13)—1112521776034—535
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)542941318437149—1,055
Total CRE loans$728$969$1,716$3,248$2,458$4,100$369$87$13,675
(Dollars in millions)20242023202220212020Prior to 2020Revolving LoansRevolving Loans Convertedto Term LoansTotal
Credit Quality Indicator:
Pass (PD grades 1 through 12)$694$1,296$3,282$2,778$894$3,281$340$47$12,612
Special Mention (PD grade 13)—4228019837130—1688
Substandard, Doubtful, or Loss (PD grades 14,15, and 16)3312512781164366—1,121
Total CRE loans$697$1,369$3,813$3,254$1,047$3,847$346$48$14,421
203Q25 FORM 10-Q REPORT
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Table of ContentsNOTE 3—LOANS & LEASES

The consumer portfolio is comprised primarily of smaller-balance loans which are very similar in nature in that most are standard products and are backed by residential real estate. Because of the similarities of consumer loan types, FHN is able to utilize the FICO score, among other attributes, to assess the credit quality of consumer borrowers. FICO scores are refreshed on a quarterly basis in an attempt to reflect the recent risk profile of the borrowers. Accruing delinquency amounts are indicators of asset quality within the credit card and other consumer portfolio.

The following table reflects the amortized cost basis by year of origination and refreshed FICO scores for consumer

real estate loans as of September 30, 2025 and December 31, 2024. Within consumer real estate, classes include HELOC and real estate installment loans. HELOCs are loans which during their draw period are classified as revolving loans. Once the draw period ends and the loan enters its repayment period, the loan converts to a term loan and is classified as a revolving loan converted to a term loan. All loans classified in the following table as revolving loans or revolving loans converted to term loans are HELOCs. Real estate installment loans are originated as fixed term loans and are classified below in their vintage year. All loans in the following table classified in a vintage year are real estate installment loans.

CONSUMER REAL ESTATE PORTFOLIO
(Dollars in millions)20252024202320222021Prior to 2021Revolving LoansRevolving Loans Converted to Term LoansTotal
FICO score 740 or greater$895$961$1,392$1,877$1,474$1,994$1,534$69$10,196
FICO score 720-739112141184259196333177171,419
FICO score 700-7198494131204164259133141,083
FICO score 660-6999013014616794283114191,043
FICO score 620-659811101718105226197
FICO score less than 62017261919233212515465
Total consumer real estate loans$1,206$1,363$1,882$2,543$1,969$3,295$2,005$140$14,403
(Dollars in millions)20242023202220212020Prior to 2020Revolving LoansRevolving Loans Convertedto Term LoansTotal
FICO score 740 or greater$1,045$1,493$2,009$1,592$675$1,554$1,430$56$9,854
FICO score 720-73914919727021399271175171,391
FICO score 700-7199814021717572242150181,112
FICO score 660-69913316018310075294146251,116
FICO score 620-6591110172120122309240
FICO score less than 62018221918182032511334
Total consumer real estate loans$1,454$2,022$2,715$2,119$959$2,686$1,956$136$14,047
213Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 3—LOANS & LEASES

The following table reflects the amortized cost basis by year of origination and refreshed FICO scores for credit card and other loans as of September 30, 2025 and December 31, 2024.

CREDIT CARD & OTHER PORTFOLIO
(Dollars in millions)20252024202320222021Prior to 2021Revolving LoansRevolving Loans Converted to Term LoansTotal
FICO score 740 or greater$20$10$9$4$2$9$173$7$234
FICO score 720-7391111—112219
FICO score 700-71911—1—113—17
FICO score 660-6991—1——19113
FICO score 620-65911————8—10
FICO score less than 62055532552101286
Total credit card and other loans$29$18$16$9$4$67$425$11$579
(Dollars in millions)20242023202220212020Prior to 2020Revolving LoansRevolving Loans Convertedto Term LoansTotal
FICO score 740 or greater$21$22$10$4$2$19$197$8$283
FICO score 720-7397311—320237
FICO score 700-719122——214—21
FICO score 660-699121——315426
FICO score 620-65921———19—13
FICO score less than 62088544781811289
Total credit card and other loans$40$38$19$9$6$106$436$15$669

Nonaccrual and Past Due Loans and Leases

Loans and leases are placed on nonaccrual if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments but there are other borrower-specific issues. Included in nonaccrual are loans

for which FHN continues to receive payments including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy.

Past due loans are loans contractually past due as to interest or principal payments, but which have not yet been put on nonaccrual status.

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Table of ContentsNOTE 3—LOANS & LEASES

The following table reflects accruing and non-accruing loans and leases by class on September 30, 2025 and December 31, 2024.

ACCRUING & NON-ACCRUING LOANS AND LEASES
Accruing · Non-Accruing
(Dollars in millions)Current30-89DaysPast Due90+DaysPast DueTotalAccruingCurrent30-89DaysPast Due90+DaysPast DueTotalNon-AccruingTotalLoans and Leases
Commercial, financial, and industrial:
C&I (a)$30,206$57$1$30,264$153$15$43$211$30,475
Loans to mortgage companies3,9251—3,926————3,926
Total commercial, financial, and industrial34,13158134,190153154321134,401
Commercial real estate:
CRE (b)13,4138—13,421238—1625413,675
Consumer real estate:
HELOC (c)2,09615—2,11119510342,145
Real estate installment loans (d)12,12027612,1533466510512,258
Total consumer real estate14,21642614,26453117513914,403
Credit card and other:
Credit card23232237————237
Other3401—341——11342
Total credit card and other57242578——11579
Total loans and leases$62,332$112$9$62,453$444$26$135$605$63,058
Accruing · Non-Accruing
(Dollars in millions)Current30-89DaysPast Due90+DaysPast DueTotalAccruingCurrent30-89DaysPast Due90+DaysPast DueTotalNon-AccruingTotalLoans and Leases
Commercial, financial, and industrial:
C&I (a)$29,751$32$1$29,784$101$26$46$173$29,957
Loans to mortgage companies3,471——3,471————3,471
Total commercial, financial, and industrial33,22232133,255101264617333,428
Commercial real estate:
CRE (b)14,1243—14,127221106329414,421
Consumer real estate:
HELOC (c)2,0451122,05819411342,092
Real estate installment loans (d)11,800391711,8563110589911,955
Total consumer real estate13,845501913,91450146913314,047
Credit card and other:
Credit card26221265————265
Other4002—402—112404
Total credit card and other66241667—112669
Total loans and leases$61,853$89$21$61,963$372$51$179$602$62,565

(a) $199 million and $172 million of C&I loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance in 2025 and 2024, respectively.

(b) $251 million and $287 million of CRE loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance in 2025 and 2024, respectively.

(c) $3 million of HELOC loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance inboth 2025 and 2024.

(d) $10 million and $9 million of real estate installment loans are nonaccrual loans that have been specifically reviewed for impairment with no related allowance in 2025 and 2024, respectively.

Collateral-Dependent Loans

Collateral-dependent loans are defined as loans for which repayment is expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty. At a minimum,

the estimated value of the collateral for each loan equals the current book value.

As of September 30, 2025 and December 31, 2024, FHN had commercial loans with amortized cost of approximately $430 million and $352 million, respectively, that were based on the value of underlying collateral.

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Table of ContentsNOTE 3—LOANS & LEASES

Collateral-dependent C&I and CRE loans totaled $177 million and $253 million, respectively, at September 30, 2025. The collateral for these loans generally consists of business assets including land, buildings, equipment, and financial assets. During the three and nine months ended September 30, 2025, FHN recognized charge-offs of $15 million and $52 million, respectively, on these loans related to reductions in estimated collateral values.

Consumer HELOC and real estate installment loans with amortized cost based on the value of underlying real estate collateral were approximately $6 million and $41 million, respectively, as of September 30, 2025 and $6 million and $36 million, respectively, as of December 31, 2024. Charge-offs relating to collateral-dependent consumer loans were $2 million and $1 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Loan Modifications to Troubled Borrowers

As part of FHN’s ongoing risk management practices, FHN attempts to work with borrowers when necessary to extend or modify loan terms to better align with their current ability to repay. Modifications could include extension of the maturity date, reductions of the interest rate, reduction or forgiveness of accrued interest, or principal forgiveness. Combinations of these modifications may also be made for individual loans. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Principal reductions may be made in limited circumstances, typically for specific commercial loan workouts, and in the event of borrower bankruptcy. Each occurrence is unique to the borrower and is evaluated separately.

Troubled loans are considered those in which the borrower is experiencing financial difficulty. The assessment of whether a borrower is experiencing financial difficulty can be subjective in nature and management’s judgment may be required in making this determination. FHN may determine that a borrower is experiencing financial difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future absent a modification. Many aspects of a borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty.

Troubled commercial loans are typically modified through forbearance agreements which could include reduced interest rates, reduced payments, term extension, or entering into short sale agreements. Principal reductions may occur in specific circumstances.

Modifications for troubled consumer loans are generally structured using parameters of U.S. government-sponsored programs. For HELOC and real estate installment loans, troubled loans are typically modified by an interest rate reduction and a possible maturity date

extension to reach an affordable housing expense-to-income ratio. Despite the absence of a loan modification by FHN, the discharge of personal liability through bankruptcy proceedings is considered a court-imposed modification.

For the credit card portfolio, troubled loan modifications are typically effected through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions forsix months toone year. In the credit card workout program, borrowers are granted a rate reduction to 0% and a term extension for up tofive years.

Modifications to Borrowers Experiencing Financial Difficulty

The following table presents the amortized cost basis at the end of the reporting period of loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification made, as well as the financial effect of the modifications made as of September 30, 2025.

243Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 3—LOANS & LEASES

LOAN MODIFICATIONS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

Interest Rate Reduction
September 30, 2025September 30, 2024
(Dollars in millions)Balance% of Total ClassFinancial EffectBalance% of Total ClassFinancial Effect
CRE$460.3%Reduced weighted-average contractual interest rate from 7.80% to 7.13%$——%N/A
Consumer real estate (a)——Reduced weighted-average contractual interest rate from 9.62% to 5.46%——Reduced weighted-average contractual interest rate from 9.93% to 6.56%
Credit card and other (a)——Reduced weighted-average contractual interest rate from 14.90% to 0.00%——Reduced weighted-average contractual interest rate from 4.78% to 3.65%
Total$460.1%$——%
(a) Balance less than $1 million.
Term Extension
September 30, 2025September 30, 2024
(Dollars in millions)Balance% of Total ClassFinancial EffectBalance% of Total ClassFinancial Effect
C&I$1390.4%Added a weighted-average 1.1 years to the life of loans, which reduced monthly payment amounts for the borrowers$1110.3%Added a weighted-average 1.4 years to the life of loans, which reduced monthly payment amounts for the borrowers
CRE1421.0Added a weighted-average 1.3 years to the life of loans, which reduced monthly payment amounts for the borrowers1160.8Added a weighted-average 1.5 years to the life of loans, which reduced monthly payment amounts for the borrowers
Consumer real estate (a)——Added a weighted-average 10.0 years to the life of loans, which reduced monthly payment amounts for the borrowers——Added a weighted-average 22.0 years to the life of loans, which reduced monthly payment amounts for the borrowers
Total$2810.4%$2270.4%
(a) Balance less than $1 million.
253Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 3—LOANS & LEASES
Principal Forgiveness
September 30, 2025 · September 30, 2024
(Dollars in millions)Balance% of Total ClassFinancial EffectBalance (a)% of Total ClassFinancial Effect
Consumer real estate$1—%$1 million of the principal of loans was legally discharged in bankruptcy during the period and the borrowers have not reaffirmed the debt as of period end$——%Less than $1 million of the principal of loans was legally discharged in bankruptcy during the period and the borrowers have not reaffirmed the debt as of period end
Total$1—%$——%
(a) Balance less than $1 million.
Combination - Term Extension and Interest Rate Reduction
September 30, 2025September 30, 2024
(Dollars in millions)Balance% of Total ClassFinancial EffectBalance% of Total ClassFinancial Effect
C&I (a)$——%Added a weighted-average 1.2 years to the life of loans and reduced weighted-average contractual interest rate from 9.37% to 8.33%$——%N/A
CRE330.2Added a weighted-average 2.0 years to the life of loans and reduced weighted-average contractual interest rate from 7.81% to 6.86%——N/A
Consumer real estate2—Added a weighted-average 15.2 years to the life of loans and reduced weighted-average contractual interest rate from 7.47% to 3.76%3—Added a weighted-average 10.9 years to the life of loans and reduced weighted-average contractual interest rate from 8.66% to 4.06%
Total$350.1%$3—%
(a) Balance less than $1 million.

Loan modifications to borrowers experiencing financial difficulty that had a payment default during the period and were modified in the 12 months before default totaled $21 million and less than $1 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

FHN closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table depicts the performance of loans that have been modified in the last 12 months.

PERFORMANCE OF LOANS THAT HAVE BEEN MODIFIED IN THE LAST 12 MONTHS
(Dollars in millions)Current30-89 Days Past Due90+ Days Past DueNon-Accruing
C&I$140$9$—$18
CRE206——121
Consumer Real Estate1——2
Total$347$9$—$141
263Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 4—ALLOWANCE FOR CREDIT LOSSES

Note 4—Allowance for Credit Losses

Management's estimate of expected credit losses in the loan and lease portfolios is recorded in the ALLL and the reserve for unfunded lending commitments, collectively referred to as the Allowance for Credit Losses, or the ACL. The ALLL and the reserve for unfunded lending commitments are reported on the Consolidated Balance Sheets in the allowance for loan and lease losses and in other liabilities, respectively. Provisions for credit losses related to loans and leases and unfunded lending commitments are reported in the Consolidated Statements of Income as provision for credit losses.

The ACL is maintained at a level management believes to be appropriate to absorb expected credit losses over the contractual life of the loan and lease portfolio and unfunded lending commitments. The determination of the ACL is based on periodic evaluation of the loan and lease portfolios and unfunded lending commitments considering a number of relevant underlying factors, including key assumptions and evaluation of quantitative and qualitative information.

The expected loan losses are the product of multiplying FHN’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. FHN uses models or assumptions to develop the expected loss forecasts, which incorporate multiple macroeconomic forecasts over a reasonable and supportable forecast period of at most three years. After the reasonable and supportable forecast period, the Company reverts to its historical loss averages, evaluated over the historical observation period, for the remaining estimated life of the loans. In order to capture the unique risks of the loan portfolio within the PD, LGD, and prepayment models, FHN segments the portfolio into pools, generally incorporating loan grades for commercial loans. As there can be no certainty that actual economic performance will precisely follow any specific macroeconomic forecast, FHN uses qualitative adjustments where current loan characteristics or current or forecasted economic conditions differ from historical periods.

The evaluation of quantitative and qualitative information is performed through assessments of groups of assets that share similar risk characteristics and certain individual loans and leases that do not share similar risk characteristics with the collective group. As described in Note 3 - Loans and Leases, loans are grouped generally by product type and significant loan portfolios are assessed for credit losses using analytical or statistical models. The quantitative component utilizes economic forecast information as its foundation and is primarily based on analytical models that use known or estimated data as of the balance sheet date and forecasted data over the reasonable and supportable period. The ACL is also

affected by qualitative factors that FHN considers to reflect current judgment of various events and risks that are not measured in the quantitative calculations, including alternative economic forecasts.

In accordance with its accounting policy elections, FHN does not recognize a separate allowance for expected credit losses for AIR and records reversals of AIR as reductions of interest income. FHN reverses previously accrued but uncollected interest when an asset is placed on nonaccrual status. AIR and the related allowance for expected credit losses are included as components of other assets. The total amounts of interest reversals from loans placed on nonaccrual status and the amounts of income recognized on nonaccrual loans during the three and nine months ended September 30, 2025 and 2024 were not material.

Expected credit losses for unfunded commitments are estimated for periods where the commitment is not unconditionally cancellable. The measurement of expected credit losses for unfunded commitments mirrors that of loans and leases with the additional estimate of future draw rates (timing and amount).

The decrease in the ACL balance as of September 30, 2025, as compared to December 31, 2024, was largely driven by economic scenario weighting changes, lower specific reserves and lower CRE loan balances. In developing credit loss estimates for its loan and lease portfolios, FHN utilized multiple scenarios for its macroeconomic inputs, including a baseline scenario, an upside scenario, and a downside scenario from Moody’s. As of September 30, 2025, among other things, FHN's scenario selection process factored in inflation, interest rates, employment, and real estate prices. FHN selected one scenario as its base case, which was the Moody's baseline scenario. The heaviest weight was placed on this scenario. Smaller weights were placed on the FHN-selected downside scenario and on the FHN-selected upside scenario.

Management also made qualitative adjustments to reflect estimated recoveries based on a review of prior charge-off and recovery levels, for default risk associated with large balances with individual borrowers, for estimated loss amounts not reflected in historical factors due to specific portfolio risk or identified model limitations, and for instances where limited data for acquired loans is considered to affect modeled results.

The following table provides a rollforward of the ALLL and the reserve for unfunded lending commitments by portfolio type for the three and nine months ended September 30, 2025 and 2024.

273Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 4—ALLOWANCE FOR CREDIT LOSSES
ROLLFORWARD OF ALLL & RESERVE FOR UNFUNDED LENDING COMMITMENTS
(Dollars in millions)Commercial, Financial, and IndustrialCommercial Real EstateConsumer Real EstateCredit Card and OtherTotal
Allowance for loan and lease losses:
Balance as July 1, 2025$347$213$233$21$814
Charge-offs(25)(3)(1)(6)(35)
Recoveries6—219
Provision for loan and lease losses6(6)(15)4(11)
Balance as of September 30, 2025$334$204$219$20$777
Reserve for remaining unfunded commitments:
Balance as July 1, 2025$68$10$9$—$87
Provision for remaining unfunded commitments6———6
Balance as of September 30, 202574109—93
Allowance for credit losses as of September 30, 2025$408$214$228$20$870
Allowance for loan and lease losses:
Balance as of July 1, 2024$344$221$231$25$821
Charge-offs(12)(15)(1)(5)(33)
Recoveries41319
Provision for loan and lease losses1611(3)226
Balance as of September 30, 2024$352$218$230$23$823
Reserve for remaining unfunded commitments:
Balance as of July 1, 2024$44$10$12$—$66
Provision for remaining unfunded commitments11(2)——9
Balance as of September 30, 202455812—75
Allowance for credit losses as of September 30, 2024$407$226$242$23$898
283Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 4—ALLOWANCE FOR CREDIT LOSSES
(Dollars in millions)Commercial, Financial, and IndustrialCommercial Real EstateConsumer Real EstateCredit Card and OtherTotal
Allowance for loan and lease losses:
Balance as of January 1, 2025$345$227$221$22$815
Charge-offs(86)(14)(3)(16)(119)
Recoveries1934430
Provision for loan and lease losses56(12)(3)1051
Balance as of September 30, 2025$334$204$219$20$777
Reserve for remaining unfunded commitments:
Balance as of January 1, 2025$57$11$11$—$79
Provision for remaining unfunded commitments17(1)(2)—14
Balance as of September 30, 202574109—93
Allowance for credit losses as of September 30, 2025$408$214$228$20$870
Allowance for loan and lease losses:
Balance as of January 1, 2024$339$172$233$29$773
Charge-offs(64)(47)(2)(15)(128)
Recoveries1916430
Provision for loan and lease losses5892(7)5148
Balance as of September 30, 2024$352$218$230$23$823
Reserve for remaining unfunded commitments:
Balance as of January 1, 2024$49$22$12$—$83
Provision for remaining unfunded commitments6(14)——(8)
Balance as of September 30, 202455812—75
Allowance for credit losses as of September 30, 2024$407$226$242$23$898

The following table presents gross charge-offs by year of origination for the nine months ended September 30, 2025 and 2024.

GROSS CHARGE-OFFS
(Dollars in millions)20252024202320222021Prior to 2021Revolving LoansTotal
C&I$2$3$5$13$28$31$4$86
CRE———9—5—14
Consumer Real Estate——11—1—3
Credit Card and Other5—1121616
Total$7$3$7$24$30$38$10$119
(Dollars in millions)20242023202220212020Prior to 2020Revolving LoansTotal
C&I$—$13$13$23$1$11$3$64
CRE——1—1630—47
Consumer Real Estate—1———1—2
Credit Card and Other611——1615
Total$6$15$15$23$17$43$9$128
293Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 5—MORTGAGE BANKING ACTIVITY

Note 5—Mortgage Banking Activity

FHN originates mortgage loans for sale into the secondary market. These loans primarily consist of residential first lien mortgages that conform to standards established by GSEs that are major investors in U.S. home mortgages, but may also consist of junior lien and jumbo loans secured by residential property. These loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis. Gains and losses on these mortgage loans are included in mortgage banking income on the Consolidated Statements of Income.

At September 30, 2025, FHN had approximately $28 million of loans that remained from pre-2009 mortgage

business operations of legacy First Horizon. Activity related to the pre-2009 mortgage loans was primarily limited to payments and write-offs in 2025 and 2024, with no new originations or loan sales, and only an insignificant amount of repurchases. These loans are excluded from the disclosure below.

The following table summarizes activity related to residential mortgage loans held for sale as of and for the nine months ended September 30, 2025 and the year ended December 31, 2024.

MORTGAGE LOAN ACTIVITY
(Dollars in millions)September 30, 2025December 31, 2024
Balance at beginning of period$81$62
Originations and purchases853951
Sales, net of gains(800)(932)
Balance at end of period$134$81

Mortgage Servicing Rights

FHN records mortgage servicing rights at the lower of cost or market value and amortizes them over the remaining servicing life of the loans, with consideration given to prepayment assumptions.

Mortgage servicing rights are included in other assets on the Consolidated Balance Sheets. The following table presents the carrying values of mortgage servicing rights as of September 30, 2025 and December 31, 2024.

MORTGAGE SERVICING RIGHTS
September 30, 2025December 31, 2024
(Dollars in millions)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Mortgage servicing rights$21$(7)$14$30$(9)$21

In addition, there was an insignificant amount of non-mortgage and commercial servicing rights as of September 30, 2025 and December 31, 2024. Total mortgage servicing fees included in mortgage banking income were $3 million for the nine months ended September 30, 2025 and 2024. Mortgage servicing rights with a net carrying amount of $10 million were sold during the third quarter of 2025, resulting in a gain of $5 million which is included in mortgage banking income on the Consolidated Statements of Income.

303Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 6—GOODWILL & OTHER INTANGIBLE ASSETS

Note 6—Goodwill and Other Intangible Assets

Goodwill

The following is a summary of goodwill by reportable segment included in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

GOODWILL
(Dollars in millions)Commercial, Consumer & WealthWholesaleTotal
December 31, 2023 (a)$1,217$293$1,510
Additions———
December 31, 2024$1,217$293$1,510
Additions———
September 30, 2025$1,217$293$1,510

(a)FHN reorganized its management reporting structure and reallocated goodwill in its segments and reporting units during the fourth quarter of 2024. Prior periods have been revised to reflect this reallocation.

FHN performed the required annual goodwill impairment test as of October 1, 2024. The annual impairment test did not indicate impairment in any of FHN’s reporting units as of the testing date. Following the testing date, management evaluated the events and circumstances that could indicate that goodwill might be impaired and concluded that it is not more likely than not that goodwill was impaired. If there are any triggering events between annual evaluations, management will evaluate whether an interim impairment analysis is warranted. FHN is currently in the process of performing its annual impairment analysis as of October 1, 2025.

Accounting estimates and assumptions were made about FHN's future performance and cash flows, as well as other

prevailing market factors (e.g., interest rates, economic trends, etc.) when determining fair value as part of the goodwill impairment test. While management used the best information available to estimate future performance for each reporting unit, future adjustments to management's projections may be necessary if conditions differ substantially from the assumptions used in making the estimates.

Other intangible assets

The following table, which excludes fully amortized intangibles, presents other intangible assets included in the Consolidated Balance Sheets.

OTHER INTANGIBLE ASSETS
September 30, 2025December 31, 2024
(Dollars in millions)Gross CarryingAmountAccumulatedAmortizationNet CarryingValueGross CarryingAmountAccumulatedAmortizationNet CarryingValue
Core deposit intangibles$354$(256)$98$356$(233)$123
Client relationships32(20)1232(18)14
Other (a)11(7)427(21)6
Total$397$(283)$114$415$(272)$143

(a)Includes non-compete covenants and purchased credit card intangible assets. Also includes state banking licenses which are not subject to amortization.

313Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 7—PREFERRED STOCK

Note 7—Preferred Stock

The following table presents a summary of FHN's non-cumulative perpetual preferred stock.

PREFERRED STOCK
(Dollars in millions) · September 30, 2025 · December 31, 2024
Issuance DateEarliest Redemption Date (a)Annual Dividend RateDividend PaymentsShares OutstandingLiquidation AmountCarrying AmountCarrying Amount
Series B7/2/20208/1/20256.625%(b)Semi-annually—$—$—$77
Series C7/2/20205/1/20266.600%(c)Quarterly5,750585959
Series E5/28/202010/10/20256.500%Quarterly1,500150145145
Series F5/3/20217/10/20264.700%Quarterly1,500150145145
8,750$358$349$426

(a) Denotes earliest optional redemption date. Earlier redemption is possible, at FHN's election, if certain regulatory capital events occur.

(b) On August 1, 2025, FHN redeemed all outstanding shares of its Series B Preferred Stock. The fixed dividend rate was set to convert to three-month CME Term SOFR plus 4.52361% (0.26161% plus 4.262%) on August 1, 2025.

(c) The fixed dividend rate will reset on May 1, 2026 to three-month CME Term SOFR plus 5.18161% (0.26161% plus 4.920%).

FHN redeemed all outstanding shares of its Series B Preferred Stock effective August 1, 2025. The difference between the $80 million outstanding liquidation preference amount and the $77 million carrying value of the Series B Preferred Stock resulted in $3 million in deemed dividends that were included in net income available to common shareholders and EPS for the three and nine months ended September 30, 2025. The Series B redemption date was also a dividend payment date, and the regular Series B semi-annual dividend declared in second quarter 2025 was paid separately in the customary manner on August 1, 2025 to shareholders of record at the close of business on July 17, 2025.

Subsidiary Preferred Stock

First Horizon Bank has issued 300,000 shares of Class A Non-Cumulative Perpetual Preferred Stock ("Class A Preferred Stock") with a liquidation preference of $1,000 per share. Dividends on the Class A Preferred Stock, if declared, accrue and are payable each quarter, in arrears, at a floating rate equal to the greater of three-month CME Term SOFR plus 1.11161% (0.26161% plus 0.85%) or 3.75% per annum. These securities qualify fully as Tier 1 capital for both First Horizon Bank and FHN. On September 30, 2025 and December 31, 2024, $295 million of Class A Preferred Stock was recognized as noncontrolling interest on the Consolidated Balance Sheets.

FT Real Estate Securities Company, Inc. ("FTRESC"), an indirect subsidiary of FHN, has issued 50 shares of 9.50% Cumulative Preferred Stock, Class B ("Class B Preferred Shares"), with a liquidation preference of $1 million per share; of those shares,47 were issued to nonaffiliates. FTRESC is a real estate investment trust established for the purpose of acquiring, holding, and managing real estate mortgage assets. Dividends on the Class B Preferred Shares are cumulative and are payable semi-annually. At

September 30, 2025 and December 31, 2024, the Class B Preferred Shares qualified as Tier 2 regulatory capital. For all periods presented, these securities are presented in the Consolidated Balance Sheets as term borrowings.

The Class B Preferred Shares are mandatorily redeemable on March 31, 2031, and redeemable at the discretion of FTRESC in the event that the Class B Preferred Shares cannot be accounted for as Tier 2 regulatory capital or there is more than an insubstantial risk that dividends paid with respect to the Class B Preferred Shares will not be fully deductible for tax purposes.

323Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 8—COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

Note 8—Components of Other Comprehensive Income (Loss)

The following tables provide the changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and nine months ended September 30, 2025 and 2024.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)Securities AFSCash Flow HedgesPension andPost-retirementPlansTotal
Balance as of July 1, 2025$(613)$(51)$(248)$(912)
Net unrealized gains (losses)56(4)—52
Amounts reclassified from AOCI—9211
Other comprehensive income (loss)565263
Balance as of September 30, 2025$(557)$(46)$(246)$(849)
(Dollars in millions)Securities AFSCash Flow HedgesPension andPost-retirementPlansTotal
Balance as of January 1, 2025$(782)$(94)$(252)$(1,128)
Net unrealized gains (losses)22521—246
Amounts reclassified from AOCI—27633
Other comprehensive income (loss)225486279
Balance as of September 30, 2025$(557)$(46)$(246)$(849)
(Dollars in millions)Securities AFSCash Flow HedgesPension andPost-retirementPlansTotal
Balance as of July 1, 2024$(901)$(112)$(268)$(1,281)
Net unrealized gains (losses)23245—277
Amounts reclassified from AOCI—13215
Other comprehensive income (loss)232582292
Balance as of September 30, 2024$(669)$(54)$(266)$(989)
(Dollars in millions)Securities AFSCash Flow HedgesPension andPost-retirementPlansTotal
Balance as of January 1, 2024$(836)$(80)$(272)$(1,188)
Net unrealized gains (losses)167(13)—154
Amounts reclassified from AOCI—39645
Other comprehensive income (loss)167266199
Balance as of September 30, 2024$(669)$(54)$(266)$(989)
333Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 8—COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

Reclassifications from AOCI, and related tax effects, were as follows.

RECLASSIFICATIONS FROM AOCI
(Dollars in millions) · Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
Details about AOCI2025202420252024Affected line item in the statement where net income is presented
Cash Flow Hedges:
Realized (gains) losses on cash flow hedges$12$17$36$51Interest and fees on loans and leases
Tax expense (benefit)(3)(4)(9)(12)Income tax expense
9132739
Pension and Postretirement Plans:
Amortization of prior service cost and net actuarial (gain) loss$3$3$8$8Other expense
Tax expense (benefit)(1)(1)(2)(2)Income tax expense
2266
Total reclassification from AOCI$11$15$33$45
343Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 9—EARNINGS PER SHARE

Note 9—Earnings Per Share

The computations of basic and diluted earnings per common share were as follows.

EARNINGS PER SHARE COMPUTATIONS
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(Dollars in millions, except per share data; shares in thousands)2025202420252024
Net income$266$223$732$624
Net income attributable to noncontrolling interest451215
Net income attributable to controlling interest262218720609
Preferred stock dividends852128
Net income available to common shareholders$254$213$699$581
Weighted average common shares outstanding—basic504,863534,222509,990544,356
Effect of dilutive restricted stock, performance equity awards and options5,4883,7495,9293,273
Weighted average common shares outstanding—diluted510,351537,971515,919547,629
Basic earnings per common share$0.50$0.40$1.37$1.07
Diluted earnings per common share$0.50$0.40$1.36$1.06

The following table presents average outstanding options and other equity awards that were excluded from the calculation of diluted earnings per share because they

were either anti-dilutive (the exercise price was higher than the weighted-average market price for the period) or the performance conditions have not been met.

ANTI-DILUTIVE EQUITY AWARDS
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(Shares in thousands)2025202420252024
Stock options excluded from the calculation of diluted EPS—963—1,024
Weighted average exercise price of stock options excluded from the calculation of diluted EPS$—$16.87$—$16.99
Other equity awards excluded from the calculation of diluted EPS2,8793,9642,4255,151
353Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 10—CONTINGENCIES & OTHER DISCLOSURES

Note 10—Contingencies and Other Disclosures

Contingencies

Contingent Liabilities Overview

Contingent liabilities arise in the ordinary course of business. Often, they are related to lawsuits, arbitration, mediation, and other forms of litigation. Various litigation matters currently are threatened or pending against FHN and its subsidiaries. Also, FHN at times receives requests for information, subpoenas, or other inquiries from federal, state, and local regulators, from other government authorities, and from other parties concerning various matters relating to FHN’s current or former businesses. Certain matters of that sort are pending at most times, and FHN generally cooperates when those matters arise. Pending and threatened litigation matters sometimes are settled by the parties, and sometimes pending matters are resolved in court or before an arbitrator, or are withdrawn. Regardless of the manner of resolution, frequently the most significant changes in status of a matter occur over a short time period, often following a lengthy period of little substantive activity. In view of the inherent difficulty of predicting the outcome of these matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories or involve a large number of parties, or where claims or other actions may be possible but have not been brought, FHN cannot reasonably determine what the eventual outcome of the matters will be, what the timing of the ultimate resolution of these matters may be, or what the eventual loss or impact related to each matter may be. FHN establishes a loss contingency liability for a litigation matter when loss is both probable and reasonably estimable as prescribed by applicable financial accounting guidance. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance requires a liability to be established at the low end of the range.

Based on current knowledge, and after consultation with counsel, management is of the opinion that loss contingencies related to threatened or pending litigation matters should not have a material adverse effect on the consolidated financial condition of FHN but may be material to FHN’s operating results for any particular reporting period depending, in part, on the results from that period.

Material Loss Contingency Matters

As used in this Note, except for matters that are reported as having been substantially settled or otherwise substantially resolved, FHN's “material loss contingency matters” generally fall into at least one of the following categories: (i) FHN has determined material loss to be probable and has established a material loss liability in accordance with applicable financial accounting guidance;

(ii) FHN has determined material loss to be probable but is not reasonably able to estimate an amount or range of material loss liability; or (iii) FHN has determined that material loss is not probable but is reasonably possible, and the amount or range of that reasonably possible material loss is estimable. As defined in applicable accounting guidance, loss is reasonably possible if there is more than a remote chance of a material loss outcome for FHN. FHN provides contingencies note disclosures for certain pending or threatened litigation matters each quarter, including all matters mentioned in categories (i) or (ii) and, occasionally, certain matters mentioned in category (iii). In addition, in this Note, certain other matters, or groups of matters, are discussed relating to FHN’s pre-2009 mortgage origination and servicing businesses. In all litigation matters discussed in this Note, unless settled or otherwise resolved, FHN believes it has meritorious defenses and intends to pursue those defenses vigorously.

FHN reassesses the liability for litigation matters each quarter as the matters progress. At September 30, 2025, the aggregate amount of liabilities established for all such loss contingency matters was $3 million. These liabilities are separate from those discussed under the heading Mortgage Loan Repurchase and Foreclosure Liability below.

In each material loss contingency matter, except as otherwise noted, there is more than a remote chance that any of the following outcomes will occur: the plaintiff will substantially prevail; the defense will substantially prevail; the plaintiff will prevail in part; or the matter will be settled by the parties. At September 30, 2025, FHN estimates that for all material loss contingency matters, estimable reasonably possible losses in future periods in excess of currently established liabilities could aggregate in a range from zero to less than $1 million.

As a result of the general uncertainties discussed above and the specific uncertainties discussed for each matter mentioned below, it is possible that the ultimate future loss experienced by FHN for any particular matter may materially exceed the amount, if any, of currently established liability for that matter.

Mortgage Loan Repurchase and Foreclosure Liability

FHN’s repurchase and foreclosure liability, primarily related to its pre-2009 mortgage origination, sale, securitization, and servicing businesses, is comprised of accruals to cover estimated loss content in the active pipeline, estimated future inflows, and estimated loss content related to certain known claims not currently included in the active pipeline. The active pipeline consists of mortgage loan repurchase and make-whole demands from loan purchasers or securitization participants, foreclosure/servicing demands from borrowers, and

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certain related exposures. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision.

Based on currently available information and experience to date, FHN has evaluated its loan repurchase, make-whole, foreclosure, and certain related exposures and has accrued for losses of $14 million and $15 million as of September 30, 2025 and December 31, 2024, respectively. Accrued liabilities for FHN’s estimate of these obligations are reflected in other liabilities on the Consolidated Balance Sheets. Charges/expense reversals to increase/decrease the liability are included within other income on the Consolidated Statements of Income. The estimates are based upon currently available information and fact patterns that exist as of each balance sheet date and could be subject to

future changes. Changes to any one of these factors could significantly impact the estimate of FHN’s liability.

Other Disclosures

Indemnification Agreements and Guarantees

In the ordinary course of business, FHN enters into indemnification agreements for legal proceedings against its directors and officers and standard representations and warranties for underwriting agreements, merger and acquisition agreements, loan sales, contractual commitments, and various other business transactions or arrangements.

The extent of FHN’s obligations under these agreements depends upon the occurrence of future events; therefore, it is not possible to estimate a maximum potential amount of payouts that could be required by such agreements.

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Table of ContentsNOTE 11—RETIREMENT PLANS

Note 11—Retirement Plans

FHN sponsors a noncontributory, qualified defined benefit pension plan to associates hired or rehired on or before September 1, 2007. Pension benefits are based on years of service, average compensation near retirement or other termination, and estimated social security benefits at age 65. Benefits under the plan are “frozen” so that years of service and compensation changes after 2012 do not affect the benefit owed. Minimum contributions are based upon actuarially determined amounts necessary to fund the total benefit obligation. Decisions to contribute to the plan are based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. FHN madeno contributions to the qualified pension plan in 2024. Management does not currently anticipate that FHN will make a contribution to the qualified pension plan in 2025.

FHN also maintains non-qualified plans, including a supplemental retirement plan that covers certain associates whose benefits under the qualified pension plan have been limited by tax rules. These other non-qualified plans are unfunded, and contributions to these plans cover all benefits paid under the non-qualified plans. Payments made under the non-qualified plans were $4 million for 2024. FHN anticipates making benefit payments under the non-qualified plans of $5 million in 2025.

Service cost is included in personnel expense in the Consolidated Statements of Income. All other components of net periodic benefit cost are included in other expense.

For more information on FHN's pension plan and other postretirement benefit plans, see Note 17 - Retirement Plans and Other Employee Benefits in FHN's 2024 Annual Report on Form 10-K.

The components of net periodic benefit cost for the three and nine months ended September 30 were as follows.

COMPONENTS OF NET PERIODIC BENEFIT COST
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Components of net periodic benefit cost
Interest cost$9$8$25$25
Expected return on plan assets(9)(8)(25)(24)
Amortization of unrecognized:
Actuarial (gain) loss2389
Net periodic benefit cost$2$3$8$10
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Table of ContentsNOTE 12—BUSINESS SEGMENT INFORMATION

Note 12—Business Segment Information

During fourth quarter 2024, FHN reorganized its internal management structure and, accordingly, reclassified its reportable business segments. Prior to the 2024 reclassification, FHN's reportable segments were: (1) Regional Banking, (2) Specialty Banking, and (3) Corporate. As a result of the 2024 reclassification, FHN revised its reportable segments as described below. Segment information for periods prior to fourth quarter 2024 has been reclassified to conform to the current period presentation.

FHN's operating segments are composed of the following:

Commercial, Consumer & Wealth segment offers financial products and services, including traditional lending and deposit taking, to commercial and consumer clients primarily in the southern U.S. and other selected markets. Commercial, Consumer & Wealth also consists of lines of business that deliver product offerings and services with niche industry knowledge including asset-based lending, commercial real estate, equipment finance/leasing, energy, international banking, healthcare, and transportation and logistics. Additionally, Commercial, Consumer & Wealth provides investment, wealth management, financial planning, trust and asset management services for consumer clients as well as delivering treasury management solutions, loan syndications, and corporate banking services.

Wholesale segment consists of lines of business that deliver product offerings and services with differentiated industry knowledge. Wholesale’s lines of business include mortgage warehouse lending, franchise finance, correspondent banking, and mortgage. Additionally, Wholesale has a line of business focused on fixed income securities sales, trading, underwriting, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales.

Corporate segment consists primarily of corporate support functions including risk management, audit, accounting, finance, executive office, and corporate communications. Shared support services such as human resources, marketing, properties, technology, credit risk and bank operations are allocated to the activities of Commercial, Consumer & Wealth, Wholesale, and Corporate. Additionally, the Corporate segment includes centralized management of capital and funding to support the business activities of the company including management of balance sheet funding, liquidity, and capital management and allocation. The Corporate segment also includes the revenue and expense associated with run-off businesses such as pre-2009 mortgage banking

elements, run-off consumer and trust preferred loan portfolios, and other exited businesses.

Basis of Presentation

Results of individual segments are presented based on FHN's internal management reporting practices. There is no comprehensive, authoritative body of guidance for management accounting equivalent to GAAP; therefore, the financial results of FHN's individual segments are not necessarily comparable with similar information for any other company.

Periodically, FHN adapts its segments to reflect managerial or strategic changes. FHN may also modify its methodology of allocating expenses and equity among segments, which could change historical segment results. Business segment revenue, expense, asset, and equity levels reflect those which are specifically identifiable, or which are allocated based on an internal allocation method. Because the allocations are based on internally developed assignments and allocations, to an extent they are subjective. Generally, all assignments and allocations have been consistently applied for all periods presented.

Funds Transfer Pricing

Net interest income in segment results reflects FHN's internal funds transfer pricing methodology which is designed to consider interest rate and liquidity risks. Under this methodology, assets receive a funding charge while liabilities and capital receive a funding credit based on market interest rates, product characteristics, and other factors.

The transfer pricing framework considers the application of funding curves and methodologies consistently across the balance sheet. A residual gain or loss from funds transfer pricing operations is retained within Corporate.

Segment Allocations

Financial results are presented, to the extent practicable, as if each segment operated on a stand-alone basis and include expense allocations for corporate overhead services used by the segments.

FHN has allocated the ALLL and the reserve for unfunded lending commitments based on the loan exposures within each segment’s portfolio.

The Company's Chief Operating Decision Maker ("CODM") is comprised of the chief executive officer and segment leadership.

For both the Commercial, Consumer & Wealth and Wholesale segments, the CODM uses both Pre-Provision Net Revenue ("PPNR") and Pre-Tax Net Income ("PTNI") to evaluate performance and allocate resources. The measure of PPNR focuses on the Company's primary businesses principally by excluding the volatility

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associated with credit risk estimates due to the CECL life-of-loan estimation requirement, which is highly sensitive to changes in economic forecasts. PPNR also represents a metric utilized by regulatory agencies in stress testing assessments. PTNI is used to incorporate credit risk estimates for a holistic view of pre-tax results in the evaluation of segment performance.

For the Corporate segment, the CODM uses after-tax income to evaluate performance and allocate resources.

After-tax income is most relevant for the Corporate segment because of minimal credit risk and inclusion of the impacts from all consolidated tax matters, which are not allocated, in addition to all other methodologies affecting pre-tax income among reported segments (e.g., FTP and cost allocations).

The following tables present financial information for each reportable business segment for the three and nine months ended September 30, 2025 and 2024.

SEGMENT FINANCIAL INFORMATION
Three Months Ended September 30, 2025
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Interest income$855$142$80$1,077
Interest expense3002776403
Funds transfer pricing105(55)(50)—
Net interest income (expense)66060(46)674
Noninterest income1177325215
Total revenues777133(21)889
Noninterest expense (a)36583102550
Pre-provision net revenue (b)41250(123)339
Provision for credit losses2(1)(6)(5)
Income (loss) before income taxes41051(117)344
Income tax expense (benefit)9812(32)78
Net income (loss)$312$39$(85)$266
Average assets$58,827$9,356$13,866$82,049
Depreciation and amortization(5)296
Expenditures for long-lived assets5—16
Three Months Ended September 30, 2024
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Interest income$905$141$73$1,119
Interest expense3723189492
Funds transfer pricing101(58)(43)—
Net interest income (expense)63452(59)627
Noninterest income1195625200
Total revenues753108(34)827
Noninterest expense (a)3527584511
Pre-provision net revenue (b)40133(118)316
Provision for credit losses42(7)—35
Income (loss) before income taxes35940(118)281
Income tax expense (benefit)8510(37)58
Net income (loss)$274$30$(81)$223
Average assets$59,503$8,440$14,423$82,366
Depreciation and amortization1521431
Expenditures for long-lived assets4—37

(a)2025 includes $10 million in derivative valuation adjustments related to prior Visa Class B share sales and an FDIC special assessment expense credit of $2 million in the Corporate segment. 2024 includes $15 million in derivative valuation adjustments related to prior Visa Class B share sales, $2 million of restructuring costs, and a $2 million FDIC special assessment expense credit in the Corporate segment.

(b)Pre-provision net revenue is a non-GAAP measure and is reconciled to income (loss) before income taxes (GAAP) in this table.

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Nine Months Ended September 30, 2025
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Interest income$2,494$406$235$3,135
Interest expense886812221,189
Funds transfer pricing308(157)(151)—
Net interest income (expense)1,916168(138)1,946
Noninterest income34018758585
Total revenues2,256355(80)2,531
Noninterest expense (a)1,0632352311,529
Pre-provision net revenue (b)1,193120(311)1,002
Provision for credit losses529465
Income (loss) before income taxes1,141111(315)937
Income tax expense (benefit)27127(93)205
Net income (loss)$870$84$(222)$732
Average assets$58,760$9,056$13,845$81,661
Depreciation and amortization1262947
Expenditures for long-lived assets151723
Nine Months Ended September 30, 2024
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Interest income$2,681$386$217$3,284
Interest expense1,075962321,403
Funds transfer pricing291(151)(140)—
Net interest income (expense)1,897139(155)1,881
Noninterest income34517264581
Total revenues2,242311(91)2,462
Noninterest expense (a)1,0562232481,527
Pre-provision net revenue (b)1,18688(339)935
Provision for credit losses1431(4)140
Income (loss) before income taxes1,04387(335)795
Income tax expense (benefit)24621(96)171
Net income (loss)$797$66$(239)$624
Average assets$59,503$7,871$14,405$81,779
Depreciation and amortization3364382
Expenditures for long-lived assets1511228

(a)2025 includes $15 million in derivative valuation adjustments related to prior Visa Class B share sales, a $4 million expense credit related to an accrual release in deferred compensation, and an FDIC special assessment expense credit of $2 million in the Corporate segment. 2024 includes $15 million in derivative valuation adjustments related to prior Visa Class B share sales, $10 million in restructuring costs, and a net FDIC special assessment of $10 million in the Corporate segment.

(b)Pre-provision net revenue is a non-GAAP measure and is reconciled to income (loss) before income taxes (GAAP) in this table.

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The following tables reflect a disaggregation of FHN’s noninterest income by major product line and reportable segment for the three and nine months ended September 30, 2025 and 2024.

NONINTEREST INCOME DETAIL BY SEGMENT
Three Months Ended September 30, 2025
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest income:
Fixed income (a)$—$57$—$57
Deposit transactions and cash management401243
Brokerage, management fees and commissions26——26
Card and digital banking fees16—319
Other service charges and fees14——14
Trust services and investment management13——13
Mortgage banking income—15—15
Other income (c)8—2028
Total noninterest income$117$73$25$215
Three Months Ended September 30, 2024
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest income:
Fixed income (a)$—$47$—$47
Deposit transactions and cash management421245
Brokerage, management fees and commissions27——27
Card and digital banking fees16—319
Other service charges and fees13——13
Trust services and investment management12——12
Mortgage banking income—819
Securities gains (losses), net (b)——11
Other income (c)9—1827
Total noninterest income$119$56$25$200

(a)2025 and 2024 include $14 million and $11 million, respectively, of underwriting, portfolio advisory, and other noninterest income in scope of ASC 606, "Revenue from Contracts with Customers."

(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile total noninterest income.

(c)Includes letter of credit fees and insurance commissions in scope of ASC 606.

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Nine Months Ended September 30, 2025
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest income:
Fixed income (a)$—$149$—$149
Deposit transactions and cash management11627125
Brokerage, management fees and commissions77——77
Card and digital banking fees48—755
Other service charges and fees382—40
Trust services and investment management37—138
Mortgage banking income132—33
Securities gains (losses), net (b)——11
Other income (c)2324267
Total noninterest income$340$187$58$585
Nine Months Ended September 30, 2024
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest income:
Fixed income (a)$—$138$—$138
Deposit transactions and cash management12437134
Brokerage, management fees and commissions76——76
Card and digital banking fees50—858
Other service charges and fees373—40
Trust services and investment management35—136
Mortgage banking income126128
Securities gains (losses), net (b)——22
Other income (c)2224569
Total noninterest income$345$172$64$581

(a)2025 and 2024 include $32 million and $31 million, respectively, of underwriting, portfolio advisory, and other noninterest income in scope of ASC 606, "Revenue from Contracts with Customers."

(b)Represents noninterest income excluded from the scope of ASC 606. Amount is presented for informational purposes to reconcile total noninterest income.

(c)Includes letter of credit fees and insurance commissions in scope of ASC 606.

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The following tables present a disaggregation of FHN's noninterest expense by major product line and reportable segment for the three and nine months ended September 30, 2025 and 2024.

NONINTEREST EXPENSE DETAIL BY SEGMENT
Three Months Ended September 30, 2025
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest expense:
Personnel expense$136$56$104$296
Net occupancy expense2021436
Computer software822434
Operations services561324
Legal and professional fees511824
Deposit insurance expense——1111
Advertising and public relations2—1012
Equipment expense2—810
Amortization of intangible assets9——9
Contract employment and outsourcing11911
Communications and delivery2158
Contributions——2323
Other expense1463252
Cost allocations1618(169)—
Total noninterest expense$365$83$102$550
Three Months Ended September 30, 2024
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest expense:
Personnel expense$133$50$99$282
Net occupancy expense1921233
Computer software812130
Operations services451625
Legal and professional fees311115
Deposit insurance expense——1111
Advertising and public relations2—1214
Equipment expense3—710
Amortization of intangible assets10—111
Contract employment and outsourcing111012
Communications and delivery3148
Contributions——44
Other expense1663456
Cost allocations1508(158)—
Total noninterest expense$352$75$84$511
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Nine Months Ended September 30, 2025
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest expense:
Personnel expense$403$159$294$856
Net occupancy expense59739105
Computer software23572100
Operations services13174171
Legal and professional fees1224054
Deposit insurance expense——3636
Advertising and public relations5—3136
Equipment expense812332
Amortization of intangible assets261229
Contract employment and outsourcing332127
Communications and delivery731525
Contributions1—2425
Other expense461770133
Cost allocations45720(477)—
Total noninterest expense$1,063$235$231$1,529
Nine Months Ended September 30, 2024
(Dollars in millions)Commercial, Consumer & WealthWholesaleCorporateConsolidated
Noninterest expense:
Personnel expense$405$148$309$862
Net occupancy expense5673295
Computer software2446189
Operations services13164069
Legal and professional fees823747
Deposit insurance expense——5151
Advertising and public relations6—3137
Equipment expense912232
Amortization of intangible assets291333
Contract employment and outsourcing333440
Communications and delivery821424
Contributions1—56
Other expense581767142
Cost allocations43622(458)—
Total noninterest expense$1,056$223$248$1,527
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Note 13—Variable Interest Entities

FHN makes equity investments in various entities that are considered VIEs, as defined by GAAP. A VIE typically does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The Company’s variable interest arises from contractual, ownership, or other monetary interests in the entity, which change with fluctuations in the fair value of the entity's net assets. FHN consolidates a VIE if FHN is the primary beneficiary of the entity. FHN is the primary beneficiary of a VIE if FHN's variable interest provides it with the power to direct the activities that most significantly impact the VIE and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to the VIE. To determine whether or not a variable interest held could potentially be significant to the VIE, FHN considers both qualitative and quantitative factors regarding the nature, size, and form of its involvement with the VIE. FHN assesses whether or not it is the primary beneficiary of a VIE on an ongoing basis.

Consolidated Variable Interest Entities

FHN has established certain rabbi trusts related to deferred compensation plans offered to its employees.

FHN contributes employee cash compensation deferrals to the trusts and directs the underlying investments made by the trusts. The assets of these trusts are available to FHN’s creditors only in the event that FHN becomes insolvent. These trusts are considered VIEs as there is no equity at risk in the trusts since FHN provided the equity interest to its employees in exchange for services rendered. FHN is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities that most significantly impact the economic performance of the rabbi trusts through its ability to direct the underlying investments made by the trusts. Additionally, FHN could potentially receive benefits or absorb losses that are significant to the trusts due to its right to receive any asset values in excess of liability payoffs and its obligation to fund any liabilities to employees that are in excess of a rabbi trust’s assets.

The following table summarizes the carrying value of assets and liabilities associated with rabbi trusts used for deferred compensation plans which are consolidated by FHN as of September 30, 2025 and December 31, 2024.

CONSOLIDATED VIEs
(Dollars in millions)September 30, 2025December 31, 2024
Assets:
Other assets$204$195
Liabilities:
Other liabilities$179$165

Nonconsolidated Variable Interest Entities

Tax Credit Investments

Through designated wholly-owned subsidiaries, First Horizon Bank makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the LIHTC. Through designated subsidiaries, First Horizon Bank periodically makes equity investments as a non-managing member in various LLCs that sponsor community development projects utilizing the NMTC. First Horizon Bank also makes equity investments as a limited partner or non-managing member in entities that receive historic tax credits. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. These entities are considered VIEs as First Horizon Bank's subsidiaries represent the

holders of the equity investment at risk, but do not have the ability to direct the activities that most significantly affect the performance of the entities. FHN is therefore not the primary beneficiary of any of these entities. Accordingly, FHN does not consolidate these VIEs and accounts for these investments in other assets on the Consolidated Balance Sheets.

FHN accounts for qualifying LIHTC investments under the PAM. Effective for periods after 2023, all LIHTC investments qualify for the PAM. Commencing in 2024, FHN determined that its equity investments in NMTC and historic tax credit entities qualify for the PAM and made the election to apply the PAM for these programs. Expenses associated with non-qualifying LIHTC investments were not significant for the three and nine months ended September 30, 2025 and 2024.

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The following table summarizes the impact to income tax expense on the Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 for investments accounted for under the PAM. The impact of these investments is included in other operating activities, net in the Consolidated Statements of Cash Flows.

TAX CREDIT IMPACTS ON TAX EXPENSE
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(Dollars in millions)2025202420252024
Income tax expense (benefit):
Amortization of qualifying investments$20$18$55$48
Tax credits(19)(19)(60)(52)
Other tax benefits related to qualifying investments(2)(3)(7)(9)

Small Issuer Trust Preferred Holdings

First Horizon Bank holds variable interests in trusts which have issued mandatorily redeemable preferred capital securities (“trust preferreds”) for smaller banking and insurance enterprises. First Horizon Bank has no voting rights for the trusts’ activities. The trusts’ only assets are junior subordinated debentures of the issuing enterprises. The creditors of the trusts hold no recourse to the assets of First Horizon Bank. Since First Horizon Bank is solely a holder of the trusts’ securities, it has no rights which would give it the power to direct the activities that most significantly impact the trusts’ economic performance and thus it is not considered the primary beneficiary of the trusts. First Horizon Bank has no contractual requirements to provide financial support to the trusts.

On-Balance Sheet Trust Preferred Securitization

In 2007, First Horizon Bank executed a securitization of certain small issuer trust preferreds for which the underlying trust meets the definition of a VIE as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entity’s economic performance. Since First Horizon Bank did not retain servicing or other decision-making rights, First Horizon Bank is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the trust’s economic performance. Accordingly, First Horizon Bank has accounted for the funds received through the securitization as a term borrowing in its Consolidated Balance Sheets. First Horizon Bank has no contractual requirements to provide financial support to the trust.

Holdings in Agency Mortgage-Backed Securities

FHN holds securities issued by various Agency securitization trusts. Based on their restrictive nature, the trusts meet the definition of a VIE since the holders of the equity investments at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entities’ economic performance. FHN could potentially receive benefits or

absorb losses that are significant to the trusts based on the nature of the trusts’ activities and the size of FHN’s holdings. However, FHN is solely a holder of the trusts’ securities and does not have the power to direct the activities that most significantly impact the trusts’ economic performance and is not considered the primary beneficiary of the trusts. FHN has no contractual requirements to provide financial support to the trusts.

Commercial Loan Modifications to Borrowers Experiencing Financial Difficulty

For certain troubled commercial loans, First Horizon Bank modifies the terms of the borrower’s debt in an effort to increase the probability of receipt of amounts contractually due. Following a modification to borrowers experiencing financial difficulty, the borrower entity typically meets the definition of a VIE as the initial determination of whether an entity is a VIE must be reconsidered as events have proven that the entity’s equity is not sufficient to permit it to finance its activities without additional subordinated financial support or a restructuring of the terms of its financing. As First Horizon Bank does not have the power to direct the activities that most significantly impact such troubled commercial borrowers’ operations, it is not considered the primary beneficiary even in situations where, based on the size of the financing provided, First Horizon Bank is exposed to potentially significant benefits and losses of the borrowing entity. First Horizon Bank has no contractual requirements to provide financial support to the borrowing entities beyond certain funding commitments established upon restructuring of the terms of the debt that allows for preparation of the underlying collateral for sale.

Proprietary Trust Preferred Issuances

In conjunction with its acquisitions, FHN acquired junior subordinated debt underlying multiple issuances of trust preferred debt. All of the trusts are considered VIEs because the ownership interests from the capital contributions to these trusts are not considered “at risk” in evaluating whether the holders of the equity investments at risk in the trusts have the ability to direct the activities that most significantly impact the entities’ economic performance. Thus, FHN cannot be the trusts’

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primary beneficiary because its ownership interests in the trusts are not considered variable interests as they are not considered “at risk”. Consequently, none of the trusts are consolidated by FHN.

The following tables summarize FHN’s nonconsolidated VIEs as of September 30, 2025 and December 31, 2024.

NONCONSOLIDATED VIEs AT SEPTEMBER 30, 2025
(Dollars in millions)MaximumLoss ExposureLiabilityRecognizedClassification
Type:
Low income housing partnerships$689$258(a)
Other tax credit investments (b)9781Other assets
Small issuer trust preferred holdings (c)166—Loans and leases
On-balance sheet trust preferred securitization2589(d)
Holdings of agency mortgage-backed securities (c)8,292—(e)
Commercial loan modifications to borrowers experiencing financial difficulty (f)495—Loans and leases
Proprietary trust preferred issuances (g)—167Term borrowings

(a)Maximum loss exposure represents $431 million of current investments and $258 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events and are also recognized in other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2026.

(b)Maximum loss exposure represents the value of current investments.

(c)Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.

(d)Includes $113 million classified as loans and leases and $2 million classified as trading securities, which are offset by $89 million classified as term borrowings.

(e)Includes $538 million classified as trading securities, $1.2 billion classified as securities held to maturity, and $6.5 billion classified as securities available for sale.

(f)Maximum loss exposure represents $495 million of current receivables with $1 million of additional contractual funding commitments on loans related to commercial loan modifications to borrowers experiencing financial difficulty.

(g)No exposure to loss due to nature of FHN's involvement.

NONCONSOLIDATED VIEs AT DECEMBER 31, 2024
(Dollars in millions)MaximumLoss ExposureLiabilityRecognizedClassification
Type:
Low income housing partnerships$617$222(a)
Other tax credit investments (b)9073Other assets
Small issuer trust preferred holdings (c)171—Loans and leases
On-balance sheet trust preferred securitization2688(d)
Holdings of agency mortgage-backed securities (c)8,017—(e)
Commercial loan modifications to borrowers experiencing financial difficulty (f)381—Loans and leases
Proprietary trust preferred issuances (g)—167Term borrowings

(a)Maximum loss exposure represents $395 million of current investments and $222 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events and are also recognized in other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2026.

(b)Maximum loss exposure represents current investments.

(c)Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.

(d)Includes $113 million classified as loans and leases and $2 million classified as trading securities, which are offset by $88 million classified as term borrowings.

(e)Includes $278 million classified as trading securities, $1.3 billion classified as securities held to maturity, and $6.5 billion classified as securities available for sale.

(f)Maximum loss exposure represents $381 million of current receivables withno additional contractual funding commitments on loans related to commercial loan modifications to borrowers experiencing financial difficulty.

(g)No exposure to loss due to nature of FHN's involvement.

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Note 14—Derivatives

In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) through its fixed income and risk management operations, as part of its risk management strategy and as a means to meet clients’ needs. Derivative instruments are subject to credit and market risks in excess of the amount recorded on the balance sheet as required by GAAP. The contractual or notional amounts of these financial instruments do not necessarily represent the amount of credit or market risk. However, they can be used to measure the extent of involvement in various types of financial instruments. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. The ALCO controls, coordinates, and monitors the usage and effectiveness of these financial instruments.

Credit risk represents the potential loss that may occur if a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. FHN manages credit risk by entering into financial instrument transactions through national exchanges, primary dealers or approved counterparties, and by using mutual margining and master netting agreements whenever possible to limit potential exposure. FHN also maintains collateral posting requirements with certain counterparties to limit credit risk. Daily margin posted or received with central clearinghouses is considered a legal settlement of the related derivative contracts which results in a net presentation for each contract in the Consolidated Balance Sheets. Treatment of daily margin as a settlement has no effect on hedge accounting or gains/losses for the applicable derivative contracts. On September 30, 2025 and December 31, 2024, respectively, FHN had $266 million and $541 million of cash receivables and $20 million and $25 million of cash payables related to collateral posting under master netting arrangements, inclusive of collateral posted related to contracts with adjustable collateral posting thresholds and over-collateralized positions, with derivative counterparties. With exchange-traded contracts, the credit risk is limited to the clearinghouse used. For non-exchange traded instruments, credit risk may occur when there is a gain in the fair value of the financial instrument and the counterparty fails to perform according to the terms of the contract and/or when the collateral proves to be of insufficient value. See additional discussion regarding master netting agreements and collateral posting requirements later in this note under the heading “Master Netting and Similar Agreements.”

Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates or the prices of debt instruments. FHN manages market risk by establishing and

monitoring limits on the types and degree of risk that may be undertaken. FHN continually measures this risk through the use of models that measure value-at-risk and earnings-at-risk.

Derivative Instruments

FHN enters into various derivative contracts both to facilitate client transactions and as a risk management tool. Where contracts have been created for clients, FHN enters into upstream transactions with dealers to offset its risk exposure. Contracts with dealers that require central clearing are novated to a clearing agent who becomes FHN’s counterparty. Derivatives are also used as a risk management tool to hedge FHN’s exposure to changes in interest rates or other defined market risks.

Forward contracts are over-the-counter contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Futures contracts are exchange-traded contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Interest rate option contracts give the purchaser the right, but not the obligation, to buy or sell a specified quantity of a financial instrument, at a specified price, during a specified period of time. Caps and floors are options that are linked to a notional principal amount and an underlying indexed interest rate. Interest rate swaps involve the exchange of interest payments at specified intervals between two parties without the exchange of any underlying principal. Swaptions are options on interest rate swaps that give the purchaser the right, but not the obligation, to enter into an interest rate swap agreement during a specified period of time.

Trading Activities

FHNF trades U.S. Treasury, U.S. Agency, government-guaranteed loan, mortgage-backed, corporate and municipal fixed income securities, and other securities for distribution to clients. When these securities settle on a delayed basis, they are considered forward contracts. FHNF also enters into interest rate contracts, including caps, swaps, and floors, for its clients. In addition, FHNF enters into futures and option contracts to economically hedge interest rate risk associated with a portion of its securities inventory. These transactions are measured at fair value, with changes in fair value recognized in noninterest income. Related assets and liabilities are recorded on the Consolidated Balance Sheets as derivative assets and derivative liabilities within other assets and other liabilities. The FHNF Risk Committee and the Credit Risk Management Committee collaborate to mitigate credit risk related to these transactions. Credit risk is controlled through credit approvals, risk control limits, and ongoing monitoring procedures. Total trading

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revenues were $49 million and $38 million for the three months ended September 30, 2025 and 2024, and $119 million and $113 million for the nine months ended September 30, 2025 and 2024, respectively. Trading revenues are inclusive of both derivative and non-derivative financial instruments and are included in fixed income on the Consolidated Statements of Income.

The following table summarizes derivatives associated with FHNF's trading activities as of September 30, 2025 and December 31, 2024.

DERIVATIVES ASSOCIATED WITH TRADING
(Dollars in millions)NotionalAssetsLiabilities
Customer interest rate contracts$4,444$26$108
Offsetting upstream interest rate contracts4,6037325
Forwards and futures purchased2,29062
Forwards and futures sold2,44735
(Dollars in millions)NotionalAssetsLiabilities
Customer interest rate contracts$4,096$8$190
Offsetting upstream interest rate contracts4,2651349
Forwards and futures purchased1,42116
Forwards and futures sold1,4267—

Interest Rate Risk Management

FHN’s ALCO focuses on managing market risk by controlling and limiting earnings volatility attributable to changes in interest rates. Interest rate risk exists to the extent that interest-earning assets and interest-bearing liabilities have different maturity or repricing characteristics. FHN uses derivatives, primarily swaps, that are designed to moderate the impact on earnings as interest rates change. Interest paid or received for swaps utilized by FHN to hedge the fair value of long-term debt is recognized as an adjustment of the interest expense of the liabilities whose risk is being managed. FHN’s interest rate risk management policy is to use derivatives to hedge

interest rate risk or market value of assets or liabilities, not to speculate. In addition, FHN has entered into certain interest rate swaps and caps as a part of a product offering to commercial clients that includes customer derivatives paired with upstream offsetting market instruments that, when completed, are designed to mitigate interest rate risk. These contracts do not qualify for hedge accounting and are measured at fair value with gains or losses included in current earnings in noninterest expense on the Consolidated Statements of Income.

The following table summarizes FHN’s derivatives associated with interest rate risk management activities as of September 30, 2025 and December 31, 2024.

DERIVATIVES ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
(Dollars in millions)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer interest rate contracts$7,988$41$202
Offsetting upstream interest rate contracts8,28820142
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(Dollars in millions)NotionalAssetsLiabilities
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer interest rate contracts$8,301$10$372
Offsetting upstream interest rate contracts8,30136911

The following table summarizes gains (losses) on FHN’s derivatives associated with interest rate risk management activities for the three and nine months ended September 30, 2025 and 2024.

DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
(Dollars in millions)Gains (Losses)Gains (Losses)Gains (Losses)Gains (Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer interest rate contracts (a)$27$240$202$163
Offsetting upstream interest rate contracts (a)(27)(240)(202)(163)

(a)Gains (losses) included in other expense within the Consolidated Statements of Income.

Cash Flow Hedges

In 2022, FHN entered into interest rate contracts (floors and swaps) which have been designated as cash flow hedges. These hedges reference 1-Month Term SOFR and FHN made certain elections under ASU 2020-04 to facilitate qualification for hedge accounting during the time that hedged items transitioned away from 1-Month LIBOR.

In a cash flow hedge, the entire change in the fair value of the interest rate derivatives included in the assessment of

hedge effectiveness is initially recorded in OCI and is subsequently reclassified from OCI to current period earnings (interest income or interest expense) in the same period that the hedged item affects earnings.

The following tables summarize FHN’s derivative activities associated with cash flow hedges as of September 30, 2025 and December 31, 2024.

DERIVATIVES ASSOCIATED WITH CASH FLOW HEDGES
(Dollars in millions)NotionalAssetsLiabilities
Cash Flow Hedges
Hedging Instruments:
Interest rate contracts$5,000$—$15
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$5,000N/A
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(Dollars in millions)NotionalAssetsLiabilities
Cash Flow Hedges
Hedging Instruments:
Interest rate contracts$5,000$—$67
Hedged Items:
Variability in cash flows related to debt instruments (primarily loans)N/A$5,000N/A

The following table summarizes gains (losses) on FHN’s derivatives associated with cash flow hedges for the three and nine months ended September 30, 2025 and 2024.

DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH CASH FLOW HEDGES
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
(Dollars in millions)Gains (Losses)Gains (Losses)Gains (Losses)Gains (Losses)
Cash Flow Hedges
Hedging Instruments:
Interest rate contracts (a)$7$77$64$35
Gain (loss) recognized in other comprehensive income (loss)(4)4521(13)
Gain (loss) reclassified from AOCI into interest income9132739

(a)Approximately $7 million of pre-tax losses are expected to be reclassified into earnings in the next twelve months.

Other Derivatives

FHN has mortgage banking operations that include the origination and sale of loans into the secondary market. As part of the origination of loans, FHN enters into interest rate lock commitments with borrowers. Additionally, FHN

enters into forward sales contracts with buyers for delivery of loans at a future date. Both of these contracts qualify as freestanding derivatives and are recognized at fair value through earnings. The notional and fair values of these contracts are presented in the table below.

DERIVATIVES ASSOCIATED WITH MORTGAGE BANKING HEDGES
(Dollars in millions)NotionalAssetsLiabilities
Mortgage Banking Hedges
Option contracts written$159$1$—
Forward contracts written169——
(Dollars in millions)NotionalAssetsLiabilities
Mortgage Banking Hedges
Option contracts written$51$—$—
Forward contracts written1001—
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The following table summarizes gains (losses) on FHN's derivatives associated with mortgage banking activities for the three and nine months ended September 30, 2025 and 2024.

DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH MORTGAGE BANKING HEDGES
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
(Dollars in millions)Gains (Losses)Gains (Losses)Gains (Losses)Gains (Losses)
Mortgage Banking Hedges
Option contracts written$—$—$—$—
Forward contracts written13—(5)

In conjunction with pre-2020 sales of Visa Class B shares, FHN entered into derivative transactions whereby FHN will make or receive cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. As of September 30, 2025 and December 31, 2024, the derivative liabilities associated with the sales of Visa Class B shares were $22 million and $15 million, respectively. FHN recognized $15 million in derivative valuation adjustments related to prior sales of Visa Class B shares for both the nine months ended September 30, 2025 and the year ended December 31, 2024. See Note 16 - Fair Value of Assets and Liabilities for discussion of the valuation inputs and processes for these Visa-related derivatives.

FHN utilizes cross-currency swaps and cross-currency interest rate swaps to economically hedge its exposure to foreign currency risk and interest rate risk associated with non-U.S. dollar denominated loans. As of September 30, 2025 and December 31, 2024, these loans were valued at $21 million and $16 million, respectively. The balance sheet amount and the gains/losses associated with these derivatives were not significant.

Related to its loan participation/syndication activities, FHN enters into risk participation agreements, under which it assumes exposure for, or receives indemnification for, borrowers’ performance on underlying interest rate derivative contracts. FHN's counterparties in these contracts are other lending institutions involved in the loan participation/syndication arrangements for which the underlying interest rate derivative contract is intended to hedge interest rate risk for the borrower. FHN will make (other institution is the lead bank) or receive (FHN is the lead bank) payments for risk participations if the borrower defaults on its obligation to perform under the terms of its interest rate derivative agreement with the lead bank in the participation.

As of September 30, 2025 and December 31, 2024, the notional values of FHN’s risk participations were $252 million and $268 million of derivative assets and $992 million and $916 million of derivative liabilities, respectively. The notional value for risk participation/syndication agreements is consistent with the percentage

of participation in the lending arrangement. FHN's maximum exposure or benefit in the risk participation agreements is contingent on the fair value of the underlying interest rate derivative contracts for which the borrower is in a liability position at the time of default. FHN monitors the credit risk associated with the borrowers to which the risk participations relate through the same credit risk assessment process utilized for establishing credit loss estimates for its loan portfolio. These credit risk estimates are included in the determination of fair value for the risk participations. Assuming all underlying third-party customers referenced in the swap contracts defaulted at September 30, 2025 and December 31, 2024, the exposure from these agreements would not be material based on the fair value of the underlying swaps.

Master Netting and Similar Agreements

FHN uses master netting agreements, mutual margining agreements and collateral posting requirements to minimize credit risk on derivative contracts. Master netting and similar agreements are used when counterparties have multiple derivatives contracts that allow for a “right of setoff,” meaning that a counterparty may net offsetting positions and collateral with the same counterparty under the contract to determine a net receivable or payable. The following discussion provides an overview of these arrangements which may vary due to the derivative type and market in which a derivative transaction is executed.

Interest rate derivatives are subject to agreements consistent with standard agreement forms of the ISDA. Currently, all interest rate derivative contracts are entered into as over-the-counter transactions and collateral posting requirements are based on the net asset or liability position with each respective counterparty. For contracts that require central clearing, novation to a counterparty with access to a clearinghouse occurs and initial margin is posted.

Cash margin received (posted) that is considered settlements for the derivative contracts is included in the respective derivative asset (liability) value. Cash margin

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that is considered collateral received (posted) for interest rate derivatives is recognized as a liability (asset) on FHN’s Consolidated Balance Sheets.

Interest rate derivatives with clients that are smaller financial institutions typically require posting of collateral by the counterparty to FHN. This collateral is subject to a threshold with daily adjustments based upon changes in the level or fair value of the derivative position. Positions and related collateral can be netted in the event of default. Collateral pledged by a counterparty is typically cash or securities. The securities pledged as collateral are not recognized within FHN’s Consolidated Balance Sheets. Interest rate derivatives associated with lending arrangements share the collateral with the related loan(s). The derivative and loan positions may be netted in the event of default. For disclosure purposes, the entire collateral amount is allocated to the loan.

Interest rate derivatives with larger financial institutions typically contain provisions whereby the collateral posting thresholds under the agreements adjust based on the credit ratings of both counterparties. If the credit rating of FHN and/or First Horizon Bank is lowered, FHN could be required to post additional collateral with the counterparties. Conversely, if the credit rating of FHN and/or First Horizon Bank is increased, FHN could have collateral released and be required to post less collateral in the future. Also, if a counterparty’s credit ratings were to decrease, FHN and/or First Horizon Bank could require the posting of additional collateral; whereas if a counterparty’s credit ratings were to increase, the counterparty could require the release of excess collateral. Collateral for these arrangements is adjusted daily based on changes in the net fair value position with each counterparty.

The net fair value, determined by individual counterparty, of all derivative instruments with adjustable collateral posting thresholds was $13 million of assets and $95 million of liabilities on September 30, 2025, and $5 million of assets and $187 million of liabilities on December 31, 2024. As of September 30, 2025 and December 31, 2024,

FHN had received collateral of $71 million and $82 million and posted collateral of $50 million and $96 million, respectively, in the normal course of business related to these agreements.

Certain agreements also contain accelerated termination provisions, inclusive of the right of offset, if a counterparty’s credit rating falls below a specified level. If a counterparty’s debt rating (including FHN’s and First Horizon Bank’s) were to fall below these minimums, these provisions would be triggered, and the counterparties could terminate the agreements and require immediate settlement of all derivative contracts under the agreements. The net fair value, determined by individual counterparty, of all interest rate derivative instruments with credit-risk-related contingent accelerated termination provisions was $13 million of assets and $95 million of liabilities on September 30, 2025, and $6 million of assets and $187 million of liabilities on December 31, 2024. As of September 30, 2025 and December 31, 2024, FHN had received collateral of $71 million and $82 million and posted collateral of $50 million and $96 million, respectively, in the normal course of business related to these contracts.

FHNF buys and sells various types of securities for its clients. When these securities settle on a delayed basis, they are considered forward contracts. For futures and options, FHN transacts through a third party, and the transactions are subject to margin and collateral maintenance requirements. In the event of default, open positions can be offset along with the associated collateral.

For this disclosure, FHN considers the impact of master netting and other similar agreements which allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net derivative asset or liability position with the related securities and cash collateral. The application of the collateral cannot reduce the net derivative asset or liability position below zero, and therefore any excess collateral is not reflected in the following tables.

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The following table provides details of derivative assets and collateral received as presented on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

DERIVATIVE ASSETS & COLLATERAL RECEIVED
Gross amounts not offset in the Balance Sheets
(Dollars in millions)Gross amountsof recognizedassetsGross amountsoffset in theBalance SheetsNet amounts ofassets presentedin the Balance Sheets (a)Derivativeliabilitiesavailable foroffsetCollateralreceivedNet amount
Derivative assets:
Interest rate derivative contracts$343$—$343$(84)$(236)$23
Forward contracts9—9(5)(2)2
$352$—$352$(89)$(238)$25
Interest rate derivative contracts$522$—$522$(73)$(436)$13
Forward contracts8—8(3)(4)1
$530$—$530$(76)$(440)$14

(a)Included in other assets on the Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, less than $1 million and $2 million, respectively, of derivative assets have been excluded from these tables because they are generally not subject to master netting or similar agreements.

The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

DERIVATIVE LIABILITIES & COLLATERAL PLEDGED
Gross amounts not offset in the Balance Sheets
(Dollars in millions)Gross amountsof recognizedliabilitiesGross amountsoffset in theBalance SheetsNet amounts ofliabilities presentedin the Balance Sheets (a)Derivativeassets available for offsetCollateralpledgedNet amount
Derivative liabilities:
Interest rate derivative contracts$393$—$393$(84)$(91)$218
Forward contracts8—8(5)(2)1
$401$—$401$(89)$(93)$219
Interest rate derivative contracts$649$—$649$(73)$(168)$408
Forward contracts6—6(3)(1)2
$655$—$655$(76)$(169)$410

(a)Included in other liabilities on the Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, $23 million and $16 million, respectively, of derivative liabilities (primarily Visa-related derivatives) have been excluded from these tables because they are generally not subject to master netting or similar agreements.

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Note 15—Master Netting and Similar Agreements—Repurchase, Reverse Repurchase, and Securities Borrowing Transactions

For repurchase, reverse repurchase, and securities borrowing transactions, FHN and each counterparty have the ability to offset all open positions and related collateral in the event of default. Due to the nature of these transactions, the value of the collateral for each transaction approximates the value of the corresponding receivable or payable. For repurchase agreements through FHN’s fixed income business (securities purchased under agreements to resell and securities sold under agreements to repurchase), transactions are collateralized by securities and/or government guaranteed loans which are delivered on the settlement date and are maintained throughout the term of the transaction. For FHN’s repurchase agreements through banking activities (securities sold under agreements to repurchase), securities are typically pledged at settlement and not released until maturity. For asset positions, the collateral is not included on FHN’s Consolidated Balance Sheets. For liability positions, securities collateral pledged by FHN is generally represented within FHN’s trading or available-for-sale securities portfolios.

For this disclosure, FHN considers the impact of master netting and other similar agreements that allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net asset or liability position with the related securities collateral. The application of the collateral cannot reduce the net asset or liability position below zero, and therefore any excess collateral is not reflected in the tables below.

Securities purchased under agreements to resell is included in federal funds sold and securities purchased under agreements to resell in the Consolidated Balance Sheets. Securities sold under agreements to repurchase is included in short-term borrowings.

The following table provides details of securities purchased under agreements to resell and collateral pledged by counterparties as of September 30, 2025 and December 31, 2024.

SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
Gross amounts not offset in theBalance Sheets
(Dollars in millions)Gross amountsof recognizedassetsGross amountsoffset in theBalance SheetsNet amounts ofassets presentedin the Balance SheetsOffsettingsecurities soldunder agreementsto repurchaseSecurities collateral(not recognized onFHN’s Balance Sheets)Net amount
Securities purchased under agreements to resell:
September 30, 2025$679$—$679$—$(673)$6
December 31, 2024572—572—(567)5

The following table provides details of securities sold under agreements to repurchase and collateral pledged by FHN as of September 30, 2025 and December 31, 2024.

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Gross amounts not offset in theBalance Sheets
(Dollars in millions)Gross amountsof recognizedliabilitiesGross amountsoffset in theBalance SheetsNet amounts ofliabilities presentedin the Balance SheetsOffsettingsecuritiespurchased underagreements to resellSecurities/governmentguaranteed loanscollateralNet amount
Securities sold under agreements to repurchase:
September 30, 2025$1,866$—$1,866$—$(1,866)$—
December 31, 20242,096—2,096—(2,096)—

Due to the short duration of securities sold under agreements to repurchase and the nature of collateral involved, the risks associated with these transactions are considered minimal.

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The following table provides details, by collateral type, of the remaining contractual maturity of securities sold under agreements to repurchase as of September 30, 2025 and December 31, 2024.

MATURITIES OF SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
(Dollars in millions)Overnight andContinuousUp to 30 DaysTotal
Securities sold under agreements to repurchase:
Government agency issued MBS$1,342$—$1,342
Government agency issued CMO524—524
Total securities sold under agreements to repurchase$1,866$—$1,866
(Dollars in millions)Overnight andContinuousUp to 30 DaysTotal
Securities sold under agreements to repurchase:
Government agency issued MBS$1,535$—$1,535
Government agency issued CMO561—561
Total securities sold under agreements to repurchase$2,096$—$2,096
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Note 16—Fair Value of Assets and Liabilities

FHN groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. This hierarchy requires FHN to maximize the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Each fair value measurement is placed into the proper level based on the lowest level of significant input. These levels are:

Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3—Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models, and similar techniques.

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Recurring Fair Value Measurements

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024.

BALANCES OF ASSETS & LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
(Dollars in millions)Level 1Level 2Level 3Total
Trading securities:
U.S. treasuries$—$3$—$3
Government agency issued MBS—203—203
Government agency issued CMO—334—334
Other U.S. government agencies—435—435
States and municipalities—67—67
Corporate and other debt—1,002—1,002
SBA interest-only strips——2626
Total trading securities—2,044262,070
Loans held for sale (elected fair value)—12613139
Securities available for sale:
Government agency issued MBS—3,682—3,682
Government agency issued CMO—2,843—2,843
Other U.S. government agencies—1,240—1,240
States and municipalities—337—337
Total securities available for sale—8,102—8,102
Other assets:
Deferred compensation mutual funds112——112
Equity, mutual funds, and other36——36
Derivatives, forwards and futures9——9
Derivatives, interest rate contracts—343—343
Total other assets157343—500
Total assets$157$10,615$39$10,811
Trading liabilities:
U.S. treasuries$—$518$—$518
Government agency issued MBS—10—10
Corporate and other debt—134—134
Total trading liabilities—662—662
Other liabilities:
Derivatives, forwards and futures8——8
Derivatives, interest rate contracts—393—393
Derivatives, other—12223
Total other liabilities839422424
Total liabilities$8$1,056$22$1,086
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(Dollars in millions)Level 1Level 2Level 3Total
Trading securities:
U.S. treasuries$—$3$—$3
Government agency issued MBS—98—98
Government agency issued CMO—180—180
Other U.S. government agencies—252—252
States and municipalities—64—64
Corporate and other debt—767—767
SBA interest-only strips——2323
Total trading securities—1,364231,387
Loans held for sale (elected fair value)—691685
Securities available for sale:
Government agency issued MBS—3,702—3,702
Government agency issued CMO—2,767—2,767
Other U.S. government agencies—1,073—1,073
States and municipalities—354—354
Total securities available for sale—7,896—7,896
Other assets:
Deferred compensation mutual funds111——111
Equity, mutual funds, and other35——35
Derivatives, forwards and futures8——8
Derivatives, interest rate contracts—522—522
Derivatives, other—1—1
Total other assets154523—677
Total assets$154$9,852$39$10,045
Trading liabilities:
U.S. treasuries$—$440$—$440
Other U.S. government agencies—7—7
Corporate and other debt—103—103
Total trading liabilities—550—550
Other liabilities:
Derivatives, forwards and futures6——6
Derivatives, interest rate contracts—649—649
Derivatives, other—11516
Total other liabilities665015671
Total liabilities$6$1,200$15$1,221
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Changes in Recurring Level 3 Fair Value Measurements

The changes in Level 3 assets and liabilities measured at fair value for the three months ended September 30, 2025 and 2024 on a recurring basis are summarized as follows.

CHANGES IN LEVEL 3 ASSETS & LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
(Dollars in millions) · SBA interest-only strips · Loans heldfor sale · Net derivativeliabilities
Balance on July 1, 2025$27$12$(13)
Total net gains (losses) included in net income(1)1(10)
Purchases—1—
Sales(8)——
Settlements—(1)1
Net transfers into (out of) Level 38(b)——
Balance on September 30, 2025$26$13$(22)
Net unrealized gains (losses) included in net income$(1)(c)$1(a)$(10)(d)
(Dollars in millions) · SBA interest-only strips · Loans heldfor sale · Net derivativeliabilities
Balance on July 1, 2024$16$15$(18)
Total net gains (losses) included in net income(1)1(15)
Sales(5)——
Settlements—(1)1
Net transfers into (out of) Level 37(b)1—
Balance on September 30, 2024$17$16$(32)
Net unrealized gains (losses) included in net income$—(c)$1(a)$(15)(d)

(a)Primarily included in mortgage banking income on the Consolidated Statements of Income.

(b)Transfers into Level 3 SBA interest-only strips reflect transfers out of SBA loans held for sale, which are Level 2 assets measured on a nonrecurring basis. Refer to the nonrecurring measurement table included in the following section of this Note.

(c)Primarily included in fixed income on the Consolidated Statements of Income.

(d)Included in other expense on the Consolidated Statements of Income.

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The changes in Level 3 assets and liabilities measured at fair value for the nine months ended September 30, 2025 and 2024 on a recurring basis are summarized as follows.

CHANGES IN LEVEL 3 ASSETS & LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
(Dollars in millions) · SBA interest-only strips · Loans heldfor sale · Net derivativeliabilities
Balance on January 1, 2025$23$16$(15)
Total net gains (losses) included in net income(5)1(15)
Purchases—1—
Sales(11)(5)—
Settlements—(1)8
Net transfers into (out of) Level 319(b)1—
Balance on September 30, 2025$26$13$(22)
Net unrealized gains (losses) included in net income$(2)(c)$1(a)$(15)(d)
(Dollars in millions) · SBA interest-only strips · Loans heldfor sale · Net derivativeliabilities
Balance on January 1, 2024$13$26$(23)
Total net gains (losses) included in net income(3)1(15)
Purchases—2—
Sales(15)(13)—
Settlements—(2)6
Net transfers into (out of) Level 322(b)2—
Balance on September 30, 2024$17$16$(32)
Net unrealized gains (losses) included in net income$(1)(c)$1(a)$(15)(d)

(a)Primarily included in mortgage banking income on the Consolidated Statements of Income.

(b)Transfers into Level 3 SBA interest-only strips reflect transfers out of SBA loans held for sale, which are Level 2 assets measured on a nonrecurring basis. Refer to the nonrecurring measurement table included in the following section of this Note.

(c)Primarily included in fixed income on the Consolidated Statements of Income.

(d)Included in other expense on the Consolidated Statements of Income.

There wereno net unrealized gains (losses) for Level 3 assets and liabilities included in other comprehensive income as of September 30, 2025 and 2024.

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Nonrecurring Fair Value Measurements

From time to time, FHN may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or market ("LOCOM") accounting or write-downs of individual assets. For assets

measured at fair value on a nonrecurring basis which were still held on the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment and the related carrying value.

LEVEL OF VALUATION ASSUMPTIONS FOR ASSETS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS
(Dollars in millions)Level 1Level 2Level 3Total
Loans held for sale—SBAs and USDA$—$339$—$339
Loans and leases (a)——412412
OREO (b)——77
(Dollars in millions)Level 1Level 2Level 3Total
Loans held for sale—SBAs and USDA$—$438$—$438
Loans and leases (a)——344344
OREO (b)——33

(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.

(b)Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government-insured mortgages.

For assets measured on a nonrecurring basis which were still held on the Consolidated Balance Sheets at period end, the following table provides information about the fair value adjustments recorded during the three and nine months ended September 30, 2025 and 2024.

FAIR VALUE ADJUSTMENTS ON ASSETS MEASURED ON A NONRECURRING BASIS
Net gains (losses) Three Months Ended September 30,Net gains (losses) Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Loans held for sale—SBAs and USDA$(1)$(1)$(1)$(1)
Loans and leases (a)(17)(18)(49)(65)
$(18)$(19)$(50)$(66)

(a)Write-downs on these loans are recognized as part of provision for credit losses.

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Lease asset impairments recognized represent the reduction in value of the right-of-use assets associated with leases that are being exited in advance of the contractual lease expiration.

Impairments are measured using a discounted cash flow methodology, which is considered a Level 3 valuation.

Impairments of long-lived tangible assets reflect locations where the associated land and building are either owned or leased. The fair values of owned sites were determined using estimated sales prices from appraisals and broker opinions less estimated costs to sell with adjustments

upon final disposition. The fair values of owned assets in leased sites (e.g., leasehold improvements) were determined using a discounted cash flow approach, based on the revised estimated useful lives of the related assets. Both measurement methodologies are considered Level 3 valuations. Impairment adjustments recognized upon disposition of a location are considered Level 2 valuations.

Fixed asset and leased asset impairments were immaterial for the three and nine months ended September 30, 2025 and 2024.

Level 3 Measurements

The following table provides information regarding the unobservable inputs utilized in determining the fair value of Level 3 recurring and nonrecurring measurements as of September 30, 2025 and December 31, 2024.

UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUE MEASUREMENTS
(Dollars in millions)Values Utilized
Level 3 ClassFair Value at September 30, 2025Valuation TechniquesUnobservable InputRangeWeighted Average (c)
Trading securities - SBA interest-only strips$26Discounted cash flowConstant prepayment rate18% - 30%19%
Bond equivalent yield4% - 16%15%
Loans held for sale - residential real estate$13Discounted cash flowPrepayment speeds - First mortgage2% - 7%3%
Foreclosure losses64% - 65%64%
Loss severity trends - First mortgage0.0% - 1.7% of UPB0.6%
Derivative liabilities, other$22Discounted cash flowVisa covered litigation resolution amount$3.4 billion - $4.4 billion$4.0 billion
Probability of resolution scenarios10% - 25%16%
Time until resolution · 12 - 36 months · 26 months
Loans and leases (a)$412Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM
Other collateral valuations · Borrowing base certificates liquidation adjustment · 25% - 50% of gross value · NM
Financial Statements liquidation adjustment · 50% - 100% of reported value · NM
Auction appraisals marketability adjustment · 0% - 10% of reported value · NM
OREO (b)$7Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisalNM

(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.

(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government-insured mortgages.

(c)Weighted averages are determined by the relative fair value of the instruments or the relative contribution to an instrument's fair value.

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(Dollars in millions)Values Utilized
Level 3 ClassFair Value at December 31, 2024Valuation TechniquesUnobservable InputRangeWeighted Average (c)
Trading securities - SBA interest-only strips$23Discounted cash flowConstant prepayment rate16% - 30%17%
Bond equivalent yield3% - 18%17%
Loans held for sale - residential real estate$16Discounted cash flowPrepayment speeds - First mortgage2% - 6%3%
Foreclosure losses63% - 71%64%
Loss severity trends - First mortgage0.0% - 0.2% of UPB0.1%
Derivative liabilities, other$15Discounted cash flowVisa covered litigation resolution amount$3.1 billion - $4.1 billion$3.8 billion
Probability of resolution scenarios10% - 25%18%
Time until resolution · 6 - 36 months · 23 months
Loans and leases (a)$344Appraisals from comparable propertiesMarketability adjustments for specific properties0% - 25% of appraisalNM
Other collateral valuations · Borrowing base certificates liquidation adjustment · 25% - 50% of gross value · NM
Financial Statements liquidation adjustment · 50% - 100% of reported value · NM
Auction appraisals marketability adjustment · 0% - 10% of reported value · NM
OREO (b)$3Appraisals from comparable propertiesAdjustment for value changes since appraisal0% - 10% of appraisalNM

(a)Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for credit losses.

(b)Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as OREO. Balance excludes OREO related to government-insured mortgages.

(c)Weighted averages are determined by the relative fair value of the instruments or the relative contribution to an instrument's fair value.

Trading Securities - SBA Interest-only Strips

Increases (decreases) in estimated prepayment rates and bond equivalent yields negatively (positively) affect the value of SBA interest-only strips. Management additionally considers whether the loans underlying related SBA interest-only strips are delinquent, in default or prepaying, and adjusts the fair value down 20 -100% depending on the length of time in default.

Loans Held for Sale

Foreclosure losses and prepayment rates are significant unobservable inputs used in the fair value measurement of FHN’s residential real estate loans held for sale. Loss severity trends are also assessed to evaluate the reasonableness of fair value estimates resulting from discounted cash flows methodologies as well as to estimate fair value for newly repurchased loans and loans that are near foreclosure. Significant increases (decreases) in any of these inputs in isolation would result in

significantly lower (higher) fair value measurements. All observable and unobservable inputs are reassessed quarterly.

Derivative Liabilities

In conjunction with pre-2020 sales of Visa Class B shares, FHN and the purchasers entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. FHN uses a discounted cash flow methodology in order to estimate the fair value of FHN’s derivative liabilities associated with its prior sales of Visa Class B shares. The methodology includes estimation of both the resolution amount for Visa’s Covered Litigation matters as well as the length of time until the resolution occurs. Significant increases (decreases) in either of these inputs in isolation would result in significantly higher (lower) fair value measurements for the derivative liabilities. Additionally,

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FHN performs a probability-weighted multiple resolution scenario to calculate the estimated fair value of these derivative liabilities. Assignment of higher (lower) probabilities to the larger potential resolution scenarios would result in an increase (decrease) in the estimated fair value of the derivative liabilities. Since this estimation process requires application of judgment in developing significant unobservable inputs used to determine the possible outcomes and the probability weighting assigned to each scenario, these derivatives have been classified within Level 3 in fair value measurements disclosures.

Loans and Leases and Other Real Estate Owned

Collateral-dependent loans and OREO are primarily valued using appraisals based on sales of comparable properties in the same or similar markets. Other collateral (receivables, inventory, equipment, etc.) is valued through borrowing base certificates, financial statements and/or auction valuations. These valuations are discounted based on the quality of reporting, knowledge of the marketability/collectability of the collateral and historical disposition rates.

Fair Value Option

FHN previously elected the fair value option on a prospective basis for substantially all types of mortgage loans originated for sale purposes. FHN determined that the election reduces certain timing differences and better

matches changes in the value of such loans with changes in the value of derivatives and forward delivery commitments used as economic hedges for these assets at the time of election.

Repurchased loans relating to mortgage banking operations conducted prior to the IBKC merger are recognized within loans held for sale at fair value at the time of repurchase, which includes consideration of the credit status of the loans and the estimated liquidation value. FHN has elected to continue recognition of these loans at fair value in periods subsequent to reacquisition. Due to the credit-distressed nature of the vast majority of repurchased loans and the related loss severities experienced upon repurchase, FHN believes that the fair value election provides a more timely recognition of changes in value for these loans that occur subsequent to repurchase. Absent the fair value election, these loans would be subject to valuation at the LOCOM value, which would prevent subsequent values from exceeding the initial fair value, determined at the time of repurchase, but would require recognition of subsequent declines in value. Thus, the fair value election provides for a more timely recognition of any potential future recoveries in asset values while not affecting the requirement to recognize subsequent declines in value.

The following table reflects the differences between the fair value carrying amount of residential real estate loans held for sale measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.

DIFFERENCES BETWEEN FAIR VALUE CARRYING AMOUNTS AND CONTRACTUAL AMOUNTS OF RESIDENTIAL REAL ESTATE LOANS REPORTED AT FAIR VALUE
(Dollars in millions)Fair valuecarryingamountAggregateunpaidprincipalFair value carrying amountless aggregate unpaidprincipal
Residential real estate loans held for sale reported at fair value:
Total loans$139$142$(3)
Nonaccrual loans811(3)
(Dollars in millions)Fair valuecarryingamountAggregateunpaidprincipalFair value carrying amountless aggregate unpaidprincipal
Residential real estate loans held for sale reported at fair value:
Total loans$85$89$(4)
Nonaccrual loans35(2)

Assets and liabilities accounted for under the fair value election are initially measured at fair value with subsequent changes in fair value recognized in earnings. Such changes in the fair value of assets and liabilities for which FHN elected the fair value option are included in current period earnings with classification in the income statement line item reflected in the following table.

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CHANGES IN FAIR VALUE RECOGNIZED IN NET INCOME
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(Dollars in millions)2025202420252024
Changes in fair value included in net income:
Mortgage banking noninterest income
Loans held for sale$—$—$2$1

For the three and nine months ended September 30, 2025 and 2024, the amount for residential real estate loans held for sale included an insignificant amount of gains in pre-tax earnings that are attributable to changes in instrument-specific credit risk. The portion of the fair value adjustments related to credit risk was determined based on estimated default rates and estimated loss severities. Interest income on residential real estate loans held for sale measured at fair value is calculated based on the note rate of the loan and is recorded in the interest income section of the Consolidated Statements of Income as interest on loans held for sale.

Determination of Fair Value

Fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following describes the assumptions and methodologies used to estimate the fair value of financial instruments recorded at fair value in the Consolidated Balance Sheets and for estimating the fair value of financial instruments for which fair value is disclosed.

Short-term financial assets

Federal funds sold, securities purchased under agreements to resell, and interest-bearing deposits with other financial institutions and the Federal Reserve are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Trading securities and trading liabilities

Trading securities and trading liabilities are recognized at fair value through current earnings. Trading inventory held for broker-dealer operations is included in trading securities and trading liabilities. Broker-dealer long positions are valued at bid price in the bid-ask spread. Short positions are valued at the ask price. Inventory positions are valued using observable inputs including current market transactions, benchmark yields, credit spreads, and consensus prepayment speeds. Trading loans are valued using observable inputs including current market transactions, swap rates, mortgage rates, and consensus prepayment speeds.

Trading securities - SBA interest-only strips

Interest-only strips are valued at fair value based on an income approach using an internal valuation model. The internal valuation model includes assumptions regarding projections of future cash flows, prepayment rates, default rates and interest-only strip terms. These securities bear the risk of loan prepayment or default that may result in FHN not recovering all or a portion of its recorded investment. When appropriate, valuations are adjusted for various factors including default or prepayment status of the underlying SBA loans. Because of the inherent uncertainty of valuation, those estimated values may be higher or lower than the values that would have been used had a ready market for the securities existed and may change in the near term.

Securities available for sale and held to maturity

Valuations of debt securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include benchmark yields, consensus prepayment speeds, and credit spreads. Trades from similar securities and broker quotes are used to support these valuations.

Loans held for sale

FHN determines the fair value of loans held for sale using either current transaction prices or discounted cash flow models. Fair values are determined using current transaction prices and/or values on similar assets when available, including committed bids for specific loans or loan portfolios. Uncommitted bids may be adjusted based on other available market information.

The fair value of residential real estate loans held for sale is determined using a discounted cash flow model that incorporates both observable and unobservable inputs. Inputs in the discounted cash flow model include current mortgage rates for similar products, estimated prepayment rates, foreclosure losses, and various loan performance measures (delinquency, LTV, credit score). Adjustments for delinquency and other differences in loan characteristics are typically reflected in the model’s discount rates. Loss severity trends and the value of underlying collateral are also considered in assessing the appropriate fair value for severely delinquent loans and loans in foreclosure. The valuation of HELOCs also

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incorporates estimated cancellation rates for loans expected to become delinquent.

Non-mortgage consumer loans held for sale are valued using committed bids for specific loans or loan portfolios or current market pricing for similar assets with adjustments for differences in credit standing (delinquency, historical default rates for similar loans), yield, collateral values and prepayment rates. If pricing for similar assets is not available, a discounted cash flow methodology is utilized, which incorporates all of these factors into an estimate of investor required yield for the discount rate.

FHN utilizes quoted market prices of similar instruments or broker and dealer quotations to value the SBA and USDA guaranteed loans. FHN's valuation of SBA-unguaranteed interests in loans held for sale is based on individual loan characteristics such as industry type and pay history and generally follows an income approach. Furthermore, these valuations are adjusted for changes in prepayment estimates and are reduced due to restrictions on trading. The fair value of other non-residential real estate loans held for sale is approximated by their carrying values based on current transaction values.

Mortgage loans held for investment at fair value option

The fair value of mortgage loans held for investment at fair value option is determined by a third party using a discounted cash flow model using various assumptions about future loan performance (constant prepayment rate, constant default rate and loss severity trends) and market discount rates.

Loans held for investment

The fair values of mortgage loans are estimated using an exit price methodology that is based on present values using the interest rate that would be charged for a similar loan to a borrower with similar risk, weighted for varying maturity dates and adjusted for a liquidity discount based on the estimated time period to complete a sale transaction with a market participant.

Other loans and leases are valued based on present values using the interest rate that would be charged for a similar instrument to a borrower with similar risk, applicable to each category of instruments, and adjusted for a liquidity discount based on the estimated time period to complete a sale transaction with a market participant.

For loans measured using the estimated fair value of collateral less costs to sell, fair value is estimated using appraisals of the collateral. Collateral values are monitored and additional write-downs are recognized if it is determined that the estimated collateral values have declined further. Estimated costs to sell are based on current amounts of disposal costs for similar assets. Carrying value is considered to reflect fair value for these loans.

Derivative assets and liabilities

The fair value for forwards and futures contracts is based on current transactions involving identical securities. Futures contracts are exchange-traded and thus have no credit risk factor assigned as the risk of non-performance is limited to the clearinghouse used.

Valuations of other derivatives (primarily interest rate contracts) are based on inputs observed in active markets for similar instruments. Typical inputs include benchmark yields, option volatility and option skew. Centrally cleared derivatives are discounted using SOFR as required by clearinghouses. In measuring the fair value of these derivative assets and liabilities, FHN has elected to consider credit risk based on the net exposure to individual counterparties. Credit risk is mitigated for these instruments through the use of mutual margining and master netting agreements as well as collateral posting requirements. For derivative contracts with daily cash margin requirements that are considered settlements, the daily margin amount is netted within derivative assets or liabilities. Any remaining credit risk related to interest rate derivatives is considered in determining fair value through evaluation of additional factors such as client loan grades and debt ratings. Foreign currency related derivatives also utilize observable exchange rates in the determination of fair value. The determination of fair value for FHN’s derivative liabilities associated with its prior sales of Visa Class B shares are classified within Level 3 in the fair value measurements disclosure as previously discussed in the unobservable inputs discussion.

The fair value of risk participations is determined in reference to the fair value of the related derivative contract between the borrower and the lead bank in the participation structure, which is determined consistent with the valuation process discussed above. This value is adjusted for the pro rata portion of the reference derivative’s notional value and an assessment of credit risk for the referenced borrower.

OREO

OREO primarily consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate. Estimated fair value is determined using appraised values with subsequent adjustments for deterioration in values that are not reflected in the most recent appraisal.

Other assets

For disclosure purposes, other assets consist of tax credit investments, FRB and FHLB Stock, deferred compensation mutual funds and equity investments (including other mutual funds) with readily determinable fair values. For periods prior to 2024, tax credit investments accounted for under the equity method were written down to estimated fair value quarterly based on the estimated

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value of the associated tax credits which incorporated estimates of required yield for hypothetical investors. Subsequent to 2023, the fair value of tax credit investments is estimated using recent transaction information with adjustments for differences in individual investments. Deferred compensation mutual funds are recognized at fair value, which is based on quoted prices in active markets. Investments in the stock of the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical cost in the Consolidated Balance Sheets which is considered to approximate fair value. Investments in mutual funds are measured at the funds’ reported closing net asset values. Investments in equity securities are valued using quoted market prices when available.

Defined maturity deposits

The fair value of these deposits is estimated by discounting future cash flows to their present value. Future cash flows are discounted by using the current market rates of similar instruments applicable to the remaining maturity. For disclosure purposes, defined maturity deposits include all time deposits.

Short-term financial liabilities

The fair value of federal funds purchased, securities sold under agreements to repurchase, and other short-term borrowings are approximated by the book value. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Loan commitments

Fair values of these commitments are based on fees charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties’ credit standing.

Other commitments

Fair values of these commitments are based on fees charged to enter into similar agreements.

The following fair value estimates are determined as of a specific point in time utilizing various assumptions and estimates. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, reduces the comparability of fair value disclosures between financial institutions. Due to market illiquidity, the fair values for loans and leases, loans held for sale, and term borrowings as of September 30, 2025 and December 31, 2024 involve the use of significant internally developed pricing assumptions for certain components of these line items. The assumptions and valuations utilized for this disclosure are considered to reflect inputs that market participants would use in transactions involving these instruments as of the measurement date. The valuations of legacy assets, particularly consumer loans and TRUPs loans within the Corporate segment, are influenced by changes in economic conditions since origination and risk perceptions of the financial sector. These considerations affect the estimate of a potential acquirer’s cost of capital and cash flow volatility assumptions from these assets and the resulting fair value measurements may depart significantly from FHN’s internal estimates of the intrinsic value of these assets.

Assets and liabilities that are not financial instruments — such as premises and equipment, goodwill, other intangible assets such as the value of long-term relationships with deposit and trust clients, deferred taxes, and certain other assets and other liabilities — have not been included in the following table. Additionally, the fair value measurements presented in the following table are solely for financial instruments as of the measurement date and do not consider the earnings potential of our various business lines. Accordingly, the total of the fair value amounts does not represent, and should not be construed to represent, the underlying value of FHN.

The following table summarizes the book value and estimated fair value of financial instruments recorded in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

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BOOK VALUE AND ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
BookValue · Fair Value
(Dollars in millions) · Level 1 · Level 2 · Level 3 · Total
Assets:
Loans and leases, net of allowance for loan and lease losses
Commercial:
Commercial, financial, and industrial$34,067$—$—$33,590$33,590
Commercial real estate13,471——13,40913,409
Consumer:
Consumer real estate14,184——13,76613,766
Credit card and other559——578578
Total loans and leases, net of allowance for loan and lease losses62,281——61,34361,343
Short-term financial assets:
Interest-bearing deposits with banks1,2281,228——1,228
Federal funds sold95—95—95
Securities purchased under agreements to resell679—679—679
Total short-term financial assets2,0021,228774—2,002
Trading securities (a)2,070—2,044262,070
Loans held for sale:
Mortgage loans (elected fair value)139—12613139
USDA & SBA loans - LOCOM339—339—339
Mortgage loans - LOCOM23——2323
Total loans held for sale501—46536501
Securities available for sale (a)8,102—8,102—8,102
Securities held to maturity1,229—1,079—1,079
Derivative assets (a)3529343—352
Other assets:
Tax credit investments785——734734
Deferred compensation mutual funds112112——112
Equity, mutual funds, and other (b)33036—294330
Total other assets1,227148—1,0281,176
Total assets$77,764$1,385$12,807$62,433$76,625
Liabilities:
Defined maturity deposits$6,201$—$6,184$—$6,184
Trading liabilities (a)662—662—662
Short-term financial liabilities:
Federal funds purchased809—809—809
Securities sold under agreements to repurchase1,866—1,866—1,866
Other short-term borrowings1,596—1,596—1,596
Total short-term financial liabilities4,271—4,271—4,271
Term borrowings:
Real estate investment trust-preferred47——4747
Notes payable—new market tax credit investments81——8080
Secured borrowings13——1313
Junior subordinated debentures152——142142
Other long-term borrowings1,035—1,050—1,050
Total term borrowings1,328—1,0502821,332
Derivative liabilities (a)424839422424
Total liabilities$12,886$8$12,561$304$12,873

(a)Classes are detailed in the recurring measurement table.

(b)Level 1 primarily consists of mutual funds with readily determinable fair values. Level 3 includes restricted investments in FHLB-Cincinnati stock of $91 million and FRB stock of $203 million.

703Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 16—FAIR VALUE OF ASSETS AND LIABILITIES
BookValue · Fair Value
(Dollars in millions) · Level 1 · Level 2 · Level 3 · Total
Assets:
Loans and leases, net of allowance for loan and lease losses
Commercial:
Commercial, financial, and industrial$33,083$—$—$32,511$32,511
Commercial real estate14,194——13,89413,894
Consumer:
Consumer real estate13,826——13,26213,262
Credit card and other647——657657
Total loans and leases, net of allowance for loan and lease losses61,750——60,32460,324
Short-term financial assets:
Interest-bearing deposits with banks1,5381,538——1,538
Federal funds sold59—59—59
Securities purchased under agreements to resell572—572—572
Total short-term financial assets2,1691,538631—2,169
Trading securities (a)1,387—1,364231,387
Loans held for sale:
Mortgage loans (elected fair value)85—691685
USDA & SBA loans - LOCOM439—439—439
Mortgage loans - LOCOM27——2727
Total loans held for sale551—50843551
Securities available for sale (a)7,896—7,896—7,896
Securities held to maturity1,270—1,083—1,083
Derivative assets (a)5318523—531
Other assets:
Tax credit investments706——692692
Deferred compensation mutual funds111111——111
Equity, mutual funds, and other (b)28935—254289
Total other assets1,106146—9461,092
Total assets$76,660$1,692$12,005$61,336$75,033
Liabilities:
Defined maturity deposits$6,613$—$6,591$—$6,591
Trading liabilities (a)550—550—550
Short-term financial liabilities:
Federal funds purchased259—259—259
Securities sold under agreements to repurchase2,096—2,096—2,096
Other short-term borrowings1,045—1,045—1,045
Total short-term financial liabilities3,400—3,400—3,400
Term borrowings:
Real estate investment trust-preferred47——4747
Notes payable—new market tax credit investments74——7070
Secured borrowings37——3737
Junior subordinated debentures151——142142
Other long-term borrowings886—866—866
Total term borrowings1,195—8662961,162
Derivative liabilities (a)671665015671
Total liabilities$12,429$6$12,057$311$12,374

(a)Classes are detailed in the recurring measurement table.

(b)Level 1 primarily consists of mutual funds with readily determinable fair values. Level 3 includes restricted investments in FHLB-Cincinnati stock of $51 million and FRB stock of $203 million.

713Q25 FORM 10-Q REPORT
PART I, ITEM 1. FINANCIAL STATEMENTS
Table of ContentsNOTE 16—FAIR VALUE OF ASSETS AND LIABILITIES

The following table presents the contractual amount and fair value of unfunded loan commitments and standby and other commitments as of September 30, 2025 and December 31, 2024.

UNFUNDED COMMITMENTS
Contractual AmountFair Value
(Dollars in millions)September 30, 2025December 31, 2024September 30, 2025December 31, 2024
Unfunded Commitments:
Loan commitments$21,551$20,992$1$1
Standby and other commitments788753119
723Q25 FORM 10-Q REPORT
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.