FIRST HORIZON CORP
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Risk Management
PART I, ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table of Contents
Risk Management
There have been no significant changes to FHN’s risk management practices as described under “Risk Management” included in Item 7 of FHN’s 2024 Annual Report on Form 10-K.
Market Risk Management
Value-at-Risk ("VaR") and Stress Testing ("SVaR")
VaR is a statistical risk measure used to estimate the potential loss in value from adverse market movements over an assumed fixed holding period within a stated confidence level. FHN employs a model to compute daily VaR measures for its trading securities inventory. FHN computes VaR using historical simulation with a 1-year
lookback period at a 99% confidence level with 1-day and 10-day time horizons. Additionally, FHN computes a Stressed VaR measure. The SVaR computation uses the same model but with model inputs reflecting historical data from a continuous 12-month period that reflects a period of significant financial stress appropriate for our trading securities portfolio.
A summary of FHN’s VaR and SVaR measures for 1-day and 10-day time horizons is presented in the following table.
Table I.2.21
VaR & SVaR MEASURES
| Three Months EndedSeptember 30, 2025 · Nine Months EndedSeptember 30, 2025 · As of September 30, 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) · Mean · High · Low · Mean · High · Low | |||||||||||
| 1-day | |||||||||||
| VaR | $2 | $3 | $2 | $2 | $3 | $1 | $3 | ||||
| SVaR | 7 | 9 | 6 | 7 | 9 | 6 | 7 | ||||
| 10-day | |||||||||||
| VaR | 7 | 8 | 6 | 6 | 8 | 3 | 7 | ||||
| SVaR | 38 | 47 | 33 | 36 | 47 | 28 | 38 | ||||
| Three Months EndedSeptember 30, 2024 · Nine Months EndedSeptember 30, 2024 · As of September 30, 2024 | |||||||||||
| (Dollars in millions) | Mean | High | Low | Mean | High | Low | |||||
| 1-day | |||||||||||
| VaR | $3 | $4 | $2 | $3 | $4 | $2 | $3 | ||||
| SVaR | 8 | 9 | 7 | 7 | 9 | 4 | 8 | ||||
| 10-day | |||||||||||
| VaR | 10 | 12 | 7 | 9 | 12 | 6 | 8 | ||||
| SVaR | 36 | 43 | 28 | 32 | 43 | 21 | 41 | ||||
| Year EndedDecember 31, 2024 · As of December 31, 2024 | ||||
|---|---|---|---|---|
| (Dollars in millions) · Mean · High · Low | ||||
| 1-day | ||||
| VaR | $3 | $4 | $2 | $2 |
| SVaR | 7 | 9 | 4 | 6 |
| 10-day | ||||
| VaR | 8 | 12 | 4 | 4 |
| SVaR | 32 | 43 | 21 | 31 |
| 101 | 3Q25 FORM 10-Q REPORT |
PART I, ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table of Contents
FHN’s overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks are as follows.
Table I.2.22
SCHEDULE OF RISKS INCLUDED IN VaR
| As of September 30, 2025 | As of September 30, 2024 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | 1-day | 10-day | 1-day | 10-day | 1-day | 10-day |
| Interest rate risk | $2 | $4 | $1 | $2 | $1 | $2 |
| Credit spread risk | 1 | 2 | 1 | 1 | — | 1 |
The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static. Because FHN Financial procures fixed income securities for purposes of distribution to clients, its trading securities inventory turns over regularly. Additionally, FHNF traders actively manage the trading securities inventory continuously throughout each trading day. Accordingly, FHNF’s trading securities inventory is highly dynamic, rather than static. As a result, it would be rare for FHNF to incur a negative revenue day in its fixed income activities at the levels indicated by its VaR measures.
In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are used by FHN in computing its regulatory market risk capital requirements in accordance with the market risk capital rules. For additional information regarding FHN's capital adequacy refer to the Capital section of this MD&A.
FHN also performs stress tests on its trading securities portfolio to calculate the potential loss under various assumed market scenarios. Key assumed stresses used in those tests are:
Down 25 bps - assumes an instantaneous downward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Up 25 bps - assumes an instantaneous upward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Curve flattening - assumes an instantaneous flattening of the interest rate yield curve through an increase in short-term rates and a decrease in long-term rates. The 2-year point on the Treasury yield curve is assumed to increase 15 basis points and the 10-year point on the Treasury yield curve is assumed to decrease 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Curve steepening - assumes an instantaneous steepening of the interest rate yield curve through a decrease in short-term rates and an increase in long-term rates. The 2-year point on the Treasury yield curve is assumed to decrease 15 basis points and the 10-year point on the Treasury yield curve is assumed to increase
15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Credit spread widening - assumes an instantaneous increase in credit spreads (the difference between yields on Treasury securities and non-Treasury securities) of 25 basis points.
Model Validation
Trading risk management personnel within FHN have primary responsibility for model risk management with respect to the model used by FHN to compute its VaR measures and perform stress testing on the trading inventory. Among other procedures, these personnel monitor model results and perform periodic backtesting as part of an ongoing process of validating the accuracy of the model. Backtesting compares the previous day’s VaR measurement to a regulatory-prescribed calculation of daily trading profit/loss in the trading inventory. During the three and nine months ended September 30, 2025 and year ended December 31, 2024, there were no days in which the regulatory-prescribed calculation reflected a loss in the trading inventory that exceeded the corresponding daily VaR measurement, resulting in zero backtesting exceptions. Model risk management activities are subject to annual review by FHN’s Model Validation Group, an independent assurance group charged with oversight responsibility for FHN’s model risk management.
| 102 | 3Q25 FORM 10-Q REPORT |
PART I, ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table of Contents
Interest Rate Risk Management
Net Interest Income Simulation Analysis
The information provided in this section, including the discussion regarding the outcomes of simulation analysis and rate shock analysis, is forward-looking. Actual results, if the assumed scenarios were to occur, could differ because of interest rate movements, the ability of management to execute its business plans, and other factors, including those presented in the Forward-Looking Statements section of this report.
Management uses a simulation model to measure interest rate risk and to formulate strategies to improve balance sheet positioning, earnings, or both, within FHN’s interest rate risk, liquidity, and capital guidelines. Interest rate exposure is measured by forecasting 12 months of NII under various interest rate scenarios and comparing the percentage change in NII for each scenario to a base case scenario where interest rates remain unchanged.
Assumptions are made regarding future balance sheet composition, interest rate movements, and loan and deposit pricing. In addition, assumptions are made about the magnitude of asset prepayments and earlier than anticipated deposit withdrawals. The results of these scenarios help FHN develop strategies for managing exposure to interest rate risk. While management believes the assumptions used and scenarios selected in its simulations are reasonable, simulation modeling provides only an estimate, not a precise calculation, of exposure to any given change in interest rates.
Based on a static balance sheet as of September 30, 2025, NII expo sures over the next 12 months, assuming rate shocks of plus/minus 25 basis points, plus/minus 50 basis points, plus/minus 100 basis points, and plus/minus 200 basis points, are estimated to have variances as shown in the table below.
Table I.2.23
INTEREST RATE SENSITIVITY
| Shifts in Interest Rates(in bps) | % Change in Projected Net Interest Income |
|---|---|
| -200 | (6.0)% |
| -100 | (2.9)% |
| -50 | (1.3)% |
| -25 | (0.7)% |
| +25 | 0.6% |
| +50 | 1.1% |
| +100 | 2.0% |
| +200 | 3.7% |
A steepening yield curve scenario, where long-term rates increaseby 50 basis points and short-term rates are static, results in a favorable NII variance of 0.3%. A flattening yield curve scenario, where long-term rates decrease by
50 basis points and short-term rates are static, results in an unfavorable NII variance of 0.4%. These hypothetical scenarios are used to create a risk measurement framework, and do not necessarily represent management’s current view of future interest rates or market developments.
Short-term interest rates had reached their highest levels in 15 years before a series of rate cuts began in September 2024, starting with a 50 basis point reduction. This followed significant market disruption tied to high-profile bank failures in 2023, which, combined with the elevated interest rate environment, continues to drive increased competition for client deposits.
The yield curve was inverted for much of the second half of 2022, throughout 2023, and through the first eight months of 2024. After the initial September 2024 rate cut, the Federal Reserve implemented additional 25 basis point cuts in both November and December 2024. In both September and October 2025, there were further 25 basis point cuts. The market consensus anticipates one additional rate reduction over the remainder of this year, depending on inflation and economic conditions.
FHN continues to closely monitor economic developments and assess potential exposures.
For additional information, see Yield Curve within Market Uncertainties and Prospective Trends below.
| 103 | 3Q25 FORM 10-Q REPORT |
PART I, ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table of Contents
Liquidity Risk Management
Among other things, ALCO is responsible for liquidity management: the funding of assets with liabilities of appropriate duration, while mitigating the risk of unexpected cash needs. ALCO and the Board of Directors have adopted a Liquidity Policy with the objective of ensuring that FHN meets its cash and collateral obligations promptly, in a cost-effective manner, and with the highest degree of reliability. The maintenance of adequate levels of asset and liability liquidity should provide FHN with the ability to meet both expected and unexpected cash and collateral needs. Key liquidity ratios, asset liquidity levels, and the amount available from funding sources are reported to ALCO on a regular basis. FHN’s Liquidity Policy establishes liquidity limits that are deemed appropriate for FHN’s risk profile.
In accordance with the Liquidity Policy, ALCO manages FHN’s exposure to liquidity risk through forecasts of its liquidity position and funding needs. Base liquidity forecasts are reviewed by ALCO and are updated as financial conditions dictate. In addition to the baseline liquidity reports, robust stress testing of assumptions and funds availability is periodically conducted. FHN maintains a contingency funding plan that may be executed should unexpected difficulties arise in accessing funding that affects FHN, the industry, or both. As of September 30, 2025, available liquidity sources included cash, incremental borrowing capacity at the FHLB, access to Federal Reserve Bank borrowings through the discount window, and unencumbered securities. Additional sources of liquidity included dealer and commercial customer repurchase agreements, access to Federal Funds markets, brokered deposits, loan sales, and syndications. The table below details FHN's sources of available liquidity at September 30, 2025.
Table I.2.24
AVAILABLE LIQUIDITY
as of September 30, 2025
| (Dollars in millions) · Total Capacity · Outstanding Borrowings · Available Liquidity | ||||
|---|---|---|---|---|
| Cash on deposit with FRB (a) | $1,141 | $— | $1,141 | |
| FHLB | 9,302 | 1,380 | 7,922 | |
| Discount Window | 23,198 | — | 23,198 | |
| Unencumbered securities (b) | 1,385 | — | 1,385 | |
| Total available liquidity | $33,646 | |||
(a)Included in interest-bearing deposits with banks on the Consolidated Balance Sheets.
(b)Subject to market haircuts on collateral.
Generally, a primary source of funding for a bank is core deposits from the bank's client base. The period-end
loans-to-deposits ratio was 96% as of September 30, 2025 and 95% as of December 31, 2024.
FHN may also use unsecured short-term borrowings as a source of liquidity. Federal funds purchased from correspondent bank clients are considered to be substantially more stable than funds purchased in the national broker markets for federal funds due to the long, historical, and reciprocal nature of banking services provided by FHN to these correspondent banks. The remainder of FHN’s wholesale short-term borrowings consists of securities sold under agreements to repurchase transactions accounted for as secured borrowings with business clients or broker-dealer counterparties.
Both FHN and First Horizon Bank have the ability to generate liquidity by issuing senior or subordinated unsecured debt, preferred equity, and common equity, subject to market conditions and compliance with applicable regulatory requirements. During first quarter 2025, FHN issued $500 million of Fixed Rate/Floating Rate Senior Notes. FHN retired $350 million in senior notes during second quarter 2025. As of September 30, 2025, FHN had outstanding $946 million in senior and subordinated unsecured debt and $349 million in non-cumulative perpetual preferred stock. FHN redeemed all outstanding shares of its Series B Non-Cumulative Perpetual Preferred Stock effective August 1, 2025. Refer to Note 7 — Preferred Stock for additional information. As of September 30, 2025, First Horizon Bank and subsidiaries had outstanding preferred shares of $295 million, which are reflected as noncontrolling interest on the Consolidated Balance Sheets.
Parent company liquidity is primarily provided by cash flows stemming from dividends and interest payments collected from subsidiaries. These sources of cash represent the primary sources of funds to pay cash dividends to shareholders and principal and interest to debt holders of FHN. Applying the dividend restrictions imposed under applicable federal and state rules, the Bank’s total amount available for dividends was $869 million as of October 1, 2025.
First Horizon Bank declared and paid common dividends to the parent company in the amount of $115 million in first quarter 2025, $230 million in second quarter 2025, $200 million in third quarter 2025, and $460 million in fourth quarter 2025. Total common dividends of $1.1 billion were declared and paid to the parent company in 2024. First Horizon Bank declared and paid preferred dividends in the first three quarters of 2025 and in each quarter of 2024. Additionally, First Horizon Bank declared preferred dividends in fourth quarter 2025, payable in January 2026.
Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board. These factors include FHN’s current and
| 104 | 3Q25 FORM 10-Q REPORT |
PART I, ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS (MD&A)
Table of Contents
prospective capital, liquidity, and other needs, applicable regulatory restrictions (including capital conservation buffer requirements) and availability of funds to FHN through a dividend from First Horizon Bank. Additionally, banking regulators generally require insured banks and bank holding companies to pay cash dividends only out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results.
FHN paid a cash dividend of $0.15 per common share on October 1, 2025. FHN paid cash dividends of $1,625 per Series E preferred share and $1,175 per Series F preferred share on October 10, 2025 and $165 per Series C preferred share on November 3, 2025. In addition, in October 2025, the Board approved cash dividends per share in the following amounts:
Table I.2.25
CASH DIVIDENDS
APPROVED BUT NOT PAID
| Dividend/Share | Record Date | Payment Date | |
|---|---|---|---|
| Common Stock | $0.15 | 12/12/2025 | 01/02/2026 |
| Preferred Stock | |||
| Series C | $165.00 | 01/16/2026 | 02/02/2026 |
| Series E | $1,625.00 | 12/26/2025 | 01/12/2026 |
| Series F | $1,175.00 | 12/26/2025 | 01/12/2026 |
Off-Balance Sheet Arrangements
In the normal course of business, FHN is a party to a number of activities that contain credit, market and operational risk that are not reflected in whole or in part in the consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments. FHN enters into commitments to extend credit to borrowers, including loan commitments, lines of credit, standby letters of credit, and commercial letters of credit. Many of the commitments are expected to expire unused or be only partially used; therefore, the total amount of commitments does not necessarily represent future cash requirements. Based on its available liquidity and available borrowing capacity, FHN anticipates it will continue to have sufficient funds to meet its current commitments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.