FIRST HORIZON CORP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 9B. Other information
| (Gain) loss on right-of-use asset impairment - operating leases | $1 | $— | $1 |
|---|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | |||
| Operating cash flows from operating leases | 34 | 43 | 46 |
| Right-of-use assets obtained in exchange for new lease obligations: | |||
| Operating leases | 60 | 22 | 11 |
| ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA | |
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| Table of Contents | NOTE 5—PREMISES, EQUIPMENT, & LEASES |
The following table provides a detail of the maturities of FHN's operating and finance lease liabilities as of December 31, 2025.
Table 8.5.5
LEASE LIABILITY MATURITIES
| (Dollars in millions) | December 31, 2025 |
|---|---|
| 2026 | $45 |
| 2027 | 49 |
| 2028 | 45 |
| 2029 | 42 |
| 2030 | 37 |
| 2031 and thereafter | 243 |
| Total lease payments | 461 |
| Less lease liability interest | (91) |
| Total lease liability | $370 |
FHN had aggregate undiscounted contractual obligations of less than $1 million for lease arrangements that have not commenced as of December 31, 2025. Payments under these arrangements are expected to occur from 2026 through 2031.
First Horizon as Lessor
As a lessor, FHN engages in the leasing of equipment to commercial clients primarily through direct financing and sales-type leases. Direct financing and sales-type leases are similar to other forms of installment lending in that lessors generally do not retain benefits and risks incidental to ownership of the property subject to leases. Such arrangements are essentially financing transactions that permit lessees to acquire and use property. As lessor, the sum of all minimum lease payments over the lease term and the estimated residual value, less unearned interest income, is recorded as the net investment in the lease on the commencement date and is included in loans and leases in the Consolidated Balance Sheets. Interest income is accrued as earned over the term of the lease based on the net investment in leases. Fees incurred to originate the lease are deferred on the commencement date and recognized as an adjustment of the yield on the lease.
FHN’s portfolio of direct financing and sales-type leases contains terms of 3 to 23 years, some of which contain options to extend the lease for various periods of time and/or to purchase the equipment subject to the lease at various points in time. These direct financing and sales-type leases typically include a payment structure set at lease inception and do not provide any additional services. Expenses associated with the leased equipment, such as maintenance and insurance, are paid by the lessee directly to third parties. The lease agreement typically contains an option for the purchase of the leased property by the lessee at the end of the lease term at either the property’s residual value or a specified price. In all cases, FHN expects to sell or re-lease the equipment at the end of the lease term. Due to the nature and structure of FHN’s
direct financing and sales-type leases, there is no selling profit or loss on these transactions.
The components of the Company’s net investment in leases as of December 31, 2025 and 2024 were as follows.
Table 8.5.6
LEASE NET INVESTMENTS
| (Dollars in millions) | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Lease receivable | $1,371 | $1,300 |
| Unearned income | (315) | (279) |
| Guaranteed residual | 164 | 166 |
| Unguaranteed residual | 250 | 228 |
| Total net investment | $1,470 | $1,415 |
Interest income for direct financing or sales-type leases totaled $73 million, $64 million, and $50 million for the years ended December 31, 2025, 2024, and 2023, respectively. There wasno profit or loss recognized at the commencement date for direct financing or sales-type leases for the years ended December 31, 2025, 2024, and 2023.
Maturities of the Company's lease receivables as of December 31, 2025 were as follows.
Table 8.5.7
LEASE RECEIVABLE MATURITIES
| (Dollars in millions) | December 31, 2025 |
|---|---|
| 2026 | $188 |
| 2027 | 165 |
| 2028 | 158 |
| 2029 | 117 |
| 2030 | 165 |
| 2031 and thereafter | 578 |
| Total future minimum lease payments | $1,371 |
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| Table of Contents | NOTE 6—GOODWILL & OTHER INTANGIBLE ASSETS |
Note 6—Goodwill and Other Intangible Assets
Goodwill
FHN performed the required annual goodwill impairment test as of October 1, 2025. 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.
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.
As further discussed in Note 19 - Business Segment Information, FHN reorganized its management reporting structure during 2024 and, accordingly, its segment reporting structure and reporting units used in the assessment of goodwill impairment. In connection with
the reorganization, goodwill was reallocated to segments and reporting units.
The following is a summary of goodwill by reportable segment included in the Consolidated Balance Sheets as of December 31, 2025.
Table 8.6.1
GOODWILL
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Total |
|---|---|---|---|
| December 31, 2022 | $1,217 | $294 | $1,511 |
| Additions | — | — | — |
| Divestitures (a) | — | (1) | (1) |
| December 31, 2023 | $1,217 | $293 | $1,510 |
| Additions | — | — | — |
| December 31, 2024 | $1,217 | $293 | $1,510 |
| Additions | — | — | — |
| December 31, 2025 | $1,217 | $293 | $1,510 |
(a)Reduction in goodwill is related to the divestiture of FHN Financial Main Street Advisors assets in December 2023.
Other intangible assets
The following table, which excludes fully amortized intangibles, presents other intangible assets included in the Consolidated Balance Sheets.
Table 8.6.2
OTHER INTANGIBLE ASSETS
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Gross CarryingAmount | AccumulatedAmortization | Net CarryingValue | Gross CarryingAmount | AccumulatedAmortization | Net CarryingValue |
| Core deposit intangibles | $354 | $(264) | $90 | $356 | $(233) | $123 |
| Client relationships | 32 | (20) | 12 | 32 | (18) | 14 |
| Other (a) | 11 | (8) | 3 | 27 | (21) | 6 |
| Total | $397 | $(292) | $105 | $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.
Amortization expense was $38 million, $44 million, and $47 million for the years ended December 31, 2025, 2024 and 2023, respectively. Estimated aggregate amortization expense for each of the next five years, based on existing asset balances as of December 31, 2025, is as follows.
Table 8.6.3
ESTIMATED AMORTIZATION EXPENSE
| (Dollars in millions) | |
|---|---|
| 2026 | $33 |
| 2027 | 29 |
| 2028 | 17 |
| 2029 | 15 |
| 2030 | 7 |
| ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA | |
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| Table of Contents | NOTE 7—MORTGAGE BANKING ACTIVITY |
Note 7—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 can 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.
FHN records estimated losses related to prior mortgage loan sales within a repurchase and foreclosure accrual. FHN estimates losses based on prior origination levels, losses recognized upon repurchases and the impact of current economic conditions on estimated loss content. 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 $12 million and $15 million as of December 31, 2025 and 2024, respectively.
As of December 31, 2025, FHN had approximately $27 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, 2024, and 2023, 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 relating to residential mortgage loans held for sale for the years ended December 31, 2025, 2024, and 2023.
Table 8.7.1
MORTGAGE LOAN ACTIVITY
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance at beginning of period | $81 | $62 | $44 |
| Originations and purchases | 1,253 | 951 | 692 |
| Sales, net of gains | (1,187) | (932) | (674) |
| Balance at end of period | $147 | $81 | $62 |
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 December 31, 2025 and 2024.
Table 8.7.2
MORTGAGE SERVICING RIGHTS
| December 31, 2025 | |||
|---|---|---|---|
| (Dollars in millions) | Gross CarryingAmount | AccumulatedAmortization | Net Carrying Amount |
| Mortgage servicing rights | $23 | $(7) | $16 |
| December 31, 2024 | |||
| (Dollars in millions) | Gross CarryingAmount | AccumulatedAmortization | Net Carrying Amount |
| Mortgage servicing rights | $30 | $(9) | $21 |
In addition, there was an insignificant amount of non-mortgage and commercial servicing rights as of December 31, 2025 and 2024. Total mortgage servicing fees included in mortgage banking income were $4 million for each of the years ended December 31, 2025, 2024, and 2023. Mortgage servicing rights with a net carrying amount of $10 million were sold during 2025, resulting in a gain of $5 million which is included in mortgage banking income on the Consolidated Statements of Income.
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| Table of Contents | NOTE 8—DEPOSITS |
Note 8—Deposits
The composition of deposits is presented in the following table.
Table 8.8.1
DEPOSITS
| (Dollars in millions) | 2025 | 2024 |
|---|---|---|
| Savings | $26,010 | $26,695 |
| Time deposits | 6,485 | 6,613 |
| Other interest-bearing deposits | 19,158 | 16,252 |
| Total interest-bearing deposits | 51,653 | 49,560 |
| Noninterest-bearing deposits | 15,823 | 16,021 |
| Total deposits | $67,476 | $65,581 |
Time deposits in denominations that exceed the FDIC insurance limit of $250,000 as of December 31, 2025 and 2024 were $1.8 billion and $1.9 billion, respectively.
Scheduled maturities of time deposits as of December 31, 2025 were as follows.
Table 8.8.2
TIME DEPOSIT MATURITIES
| (Dollars in millions) | |
|---|---|
| 2026 | $6,037 |
| 2027 | 363 |
| 2028 | 34 |
| 2029 | 29 |
| 2030 | 16 |
| 2031 and thereafter | 6 |
| Total | $6,485 |
| ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA | |
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| Table of Contents | NOTE 9—SHORT-TERM BORROWINGS |
Note 9—Short-Term Borrowings
A summary of short-term borrowings for the years 2025, 2024 and 2023 is presented in the following table.
Table 8.9.1
SHORT-TERM BORROWINGS
| (Dollars in millions) | Trading Liabilities | Federal Funds Purchased | Securities Sold Under Agreements to Repurchase | Other Short-term Borrowings |
|---|---|---|---|---|
| Average balance | $644 | $801 | $1,853 | $685 |
| Year-end balance | 607 | 1,039 | 1,973 | 242 |
| Maximum month-end outstanding | 759 | 1,138 | 2,205 | 2,636 |
| Average rate for the year | 4.01% | 4.32% | 3.07% | 4.37% |
| Average rate at year-end | 3.71% | 3.67% | 2.53% | 3.81% |
| Average balance | $555 | $420 | $1,720 | $781 |
| Year-end balance | 550 | 259 | 2,096 | 1,045 |
| Maximum month-end outstanding | 767 | 626 | 2,096 | 2,067 |
| Average rate for the year | 4.22% | 5.34% | 3.83% | 5.38% |
| Average rate at year-end | 4.20% | 4.40% | 3.23% | 4.48% |
| Average balance | $301 | $349 | $1,426 | $2,688 |
| Year-end balance | 509 | 302 | 1,921 | 326 |
| Maximum month-end outstanding | 509 | 622 | 1,957 | 7,476 |
| Average rate for the year | 4.16% | 5.12% | 3.66% | 5.19% |
| Average rate at year-end | 4.48% | 5.40% | 3.98% | 5.36% |
Federal funds purchased and securities sold under agreements to repurchase generally have maturities of less than 90 days. Trading liabilities, which represent short positions in securities, are generally held for less than 90 days. Other short-term borrowings have original maturities ofone year or less. On December 31, 2025, fixed income trading securities with a fair value of $5 million were pledged to secure other short-term borrowings.
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| Table of Contents | NOTE 10—TERM BORROWINGS |
Note 10—Term Borrowings
Term borrowings include senior and subordinated borrowings with original maturities greater than one year. The following table presents information pertaining to term borrowings as of December 31, 2025 and 2024.
Table 8.10.1
TERM BORROWINGS
| (Dollars in millions) | 2025 | 2024 |
|---|---|---|
| First Horizon Bank: | ||
| Subordinated notes (a) | ||
| Maturity date – May 1, 2030 - 5.75% | $449 | $448 |
| 4.28% on December 31, 2025 and 4.92% on December 31, 2024 (b) | 89 | 88 |
| Other collateralized borrowings - SBA loans (c) | 12 | 37 |
| First Horizon Corporation: | ||
| Senior notes | ||
| Maturity date – May 26, 2025 - 4.00% | — | 350 |
| Maturity date – March 7, 2031 - 5.51% | 497 | — |
| Junior subordinated debentures (d) | ||
| Maturity date – June 28, 2035 - 5.66% on December 31, 2025 and 6.30% on December 31, 2024 | 3 | 3 |
| Maturity date – December 15, 2035 - 5.35% on December 31, 2025 and 5.99% on December 31, 2024 | 19 | 18 |
| Maturity date – March 15, 2036 - 5.38% on December 31, 2025 and 6.02% on December 31, 2024 | 10 | 9 |
| Maturity date – March 15, 2036 - 5.52% on December 31, 2025 and 6.16% on December 31, 2024 | 12 | 12 |
| Maturity date – June 30, 2036 - 5.27% on December 31, 2025 and 5.91% on December 31, 2024 | 28 | 28 |
| Maturity date – July 7, 2036 - 5.72% on December 31, 2025 and 6.47% on December 31, 2024 | 19 | 19 |
| Maturity date – June 15, 2037 - 5.63% on December 31, 2025 and 6.27% on December 31, 2024 | 53 | 53 |
| Maturity date – September 6, 2037 - 5.43% on December 31, 2025 and 6.14% on December 31, 2024 | 9 | 9 |
| Tax Credit Investment Subsidiaries: | ||
| Notes payable - New Market Tax Credit investments; 17 to 34 year term, 0.93% to 4.75% on December 31, 2025; 17 to 35 year term, 0.93% to 4.75% on December 31, 2024 | 74 | 74 |
| FT Real Estate Securities Company, Inc.: | ||
| Cumulative preferred stock (e) | ||
| Maturity date – March 31, 2031 - 9.50% | 47 | 47 |
| Total | $1,321 | $1,195 |
(a)Qualifies for Tier 2 capital under the risk-based capital guidelines for First Horizon Bank as well as First Horizon Corporation up to certain limits for minority interest capital instruments.
(b)Secured by trust preferred loans.
(c)Collateralized borrowings associated with SBA loan sales that did not meet sales criteria. The loans have remaining terms of 0 to 18 years. These borrowings had a weighted average interest rate of 6.82% and 7.08% on December 31, 2025 and 2024, respectively.
(d)Acquired in conjunction with the acquisition of CBF. A portion qualifies for Tier 2 capital under the risk-based capital guidelines. All are floating rate debentures tied to 3-month CME Term SOFR plus a term spread adjustment of 0.26161%.
(e)Qualifies for Tier 2 capital under the risk-based capital guidelines for both First Horizon Bank and First Horizon Corporation up to certain limits for minority interest capital instruments.
| ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA | |
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| Table of Contents | NOTE 10—TERM BORROWINGS |
Annual principal repayment requirements as of December 31, 2025 are as follows.
Table 8.10.2
ANNUAL PRINCIPAL REPAYMENT SCHEDULE
| (Dollars in millions) | |
|---|---|
| 2026 | $— |
| 2027 | — |
| 2028 | — |
| 2029 | — |
| 2030 and after | 1,339 |
In conjunction with its acquisition of CBF, FHN obtained junior subordinated debentures, each of which is held by a wholly-owned trust that has issued trust preferred securities to external investors and loaned the funds to FHN as junior subordinated debt. The book value for each
issuance represents the purchase accounting fair value as of the CBF acquisition closing date less accumulated amortization of the associated discount, as applicable. Through various contractual arrangements, FHN assumed a full and unconditional guarantee for each trust’s obligations with respect to the securities. While the maturity dates are typically 30 years from the original issuance date, FHN has the option to redeem each of the junior subordinated debentures at par on any future interest payment date, which would trigger redemption of the related trust preferred securities. A portion of FHN's remaining junior subordinated notes qualifies as Tier 2 capital under the risk-based capital guidelines.
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| Table of Contents | NOTE 11—PREFERRED STOCK |
Note 11—Preferred Stock
FHN Preferred Stock
The following table presents a summary of FHN's non-cumulative perpetual preferred stock.
Table 8.11.1
PREFERRED STOCK
| December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) · 2025 · 2024 | ||||||||||||
| Issuance Date · Earliest Redemption Date (a) · Annual Dividend Rate · Dividend Payments · Shares Outstanding · Liquidation Amount · Carrying Amount · Carrying Amount | ||||||||||||
| Series B | 7/2/2020 | 8/1/2025 | 6.625%(b) | Semi-annually | — | $— | $— | $77 | ||||
| Series C | 7/2/2020 | 5/1/2026 | 6.600%(c) | Quarterly | 5,750 | 58 | 59 | 59 | ||||
| Series E | 5/28/2020 | 10/10/2025 | 6.500% | Quarterly | 1,500 | 150 | 145 | 145 | ||||
| Series F | 5/3/2021 | 7/10/2026 | 4.700% | Quarterly | 1,500 | 150 | 145 | 145 | ||||
| 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 year ended December 31, 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 December 31, 2025 and 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. As of December 31, 2025 and 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.
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| Table of Contents | NOTE 12—REGULATORY CAPITAL & RESTRICTIONS |
Note 12—Regulatory Capital and Restrictions
Regulatory Capital
FHN is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on FHN’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FHN must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgment by the regulators such as capital components, asset risk weightings, and other factors.
Management believes that, as of December 31, 2025, FHN and First Horizon Bank met all capital adequacy requirements to which they were subject. As of December 31, 2025, First Horizon Bank was classified as
well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, an institution must maintain minimum Total Risk-Based, Tier 1 Risk-Based, Common Equity Tier 1, and Tier 1 Leverage ratios, as set forth in the following table. Management believes that no events or changes have occurred subsequent to year-end that would change this designation.
Quantitative measures established by regulation to ensure capital adequacy require FHN to maintain minimum ratios as set forth in the following table. FHN and First Horizon Bank are also subject to a 2.5% capital conservation buffer, which is an amount above the minimum levels designed to ensure that banks remain well-capitalized, even in adverse economic scenarios.
The actual capital amounts and ratios of FHN and First Horizon Bank are presented in the following table.
Table 8.12.1
CAPITAL AMOUNTS & RATIOS
| (Dollars in millions) · First Horizon Corporation · First Horizon Bank | ||||||
|---|---|---|---|---|---|---|
| Amount · Ratio · Amount · Ratio | ||||||
| Actual: | ||||||
| Total Capital | $9,748 | 13.35% | $9,425 | 13.04% | ||
| Tier 1 Capital | 8,404 | 11.51 | 8,229 | 11.38 | ||
| Common Equity Tier 1 | 7,760 | 10.63 | 7,934 | 10.98 | ||
| Leverage | 8,404 | 10.19 | 8,229 | 10.09 | ||
| Minimum Requirement for Capital Adequacy Purposes: | ||||||
| Total Capital | 5,843 | 8.00 | 5,783 | 8.00 | ||
| Tier 1 Capital | 4,382 | 6.00 | 4,337 | 6.00 | ||
| Common Equity Tier 1 | 3,287 | 4.50 | 3,253 | 4.50 | ||
| Leverage | 3,300 | 4.00 | 3,262 | 4.00 | ||
| Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions: | ||||||
| Total Capital | 7,228 | 10.00 | ||||
| Tier 1 Capital | 5,783 | 8.00 | ||||
| Common Equity Tier 1 | 4,698 | 6.50 | ||||
| Leverage | 4,078 | 5.00 | ||||
| Actual: | ||||||
| Total Capital | $10,130 | 14.25% | $9,424 | 13.38% | ||
| Tier 1 Capital | 8,688 | 12.22 | 8,129 | 11.54 | ||
| Common Equity Tier 1 | 7,967 | 11.20 | 7,834 | 11.12 | ||
| Leverage | 8,688 | 10.64 | 8,129 | 10.06 | ||
| ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA | |
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| Table of Contents | NOTE 12—REGULATORY CAPITAL & RESTRICTIONS |
| Minimum Requirement for Capital Adequacy Purposes: | ||||||
|---|---|---|---|---|---|---|
| Total Capital | 5,689 | 8.00 | 5,633 | 8.00 | ||
| Tier 1 Capital | 4,266 | 6.00 | 4,225 | 6.00 | ||
| Common Equity Tier 1 | 3,200 | 4.50 | 3,169 | 4.50 | ||
| Leverage | 3,266 | 4.00 | 3,232 | 4.00 | ||
| Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions: | ||||||
| Total Capital | 7,042 | 10.00 | ||||
| Tier 1 Capital | 5,633 | 8.00 | ||||
| Common Equity Tier 1 | 4,577 | 6.50 | ||||
| Leverage | 4,040 | 5.00 | ||||
Restrictions on cash and due from banks
Effective March 26, 2020, the Federal Reserve reduced its reserve requirement to zero, and as a result, on December 31, 2025 and 2024, First Horizon Bank was not required to maintain cash reserves.
Restrictions on dividends
Cash dividends are paid by FHN from its assets, which are mainly provided by dividends from its subsidiaries. Certain regulatory restrictions exist regarding the ability of First Horizon Bank to transfer funds to FHN in the form of cash, dividends, loans, or advances. As of December 31, 2025, First Horizon Bank had undivided profits of $3.2 billion, of which a limited amount was available for distribution to FHN as dividends without prior regulatory approval. At any given time, the pertinent portions of those regulatory restrictions allow First Horizon Bank to declare preferred or common dividends without prior regulatory approval in an amount equal to First Horizon Bank's retained net income for the two most recent completed years plus the current year-to-date period. For any period, First Horizon Bank’s retained net income generally is equal to First Horizon Bank’s regulatory net income reduced by the preferred and common dividends declared by First Horizon Bank. Applying the dividend restrictions imposed under applicable federal and state rules, First Horizon Bank’s total amount available for dividends was $88 million as of January 1, 2026. First Horizon Bank declared and paid common dividends to the parent company in the amount of $1.0 billion in 2025 and $1.1 billion in 2024. During 2025 and 2024, First Horizon Bank declared and paid dividends on its preferred stock according to the payment terms of its issuances as noted in Note 11 - Preferred Stock.
The payment of cash dividends by FHN and First Horizon Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. Furthermore, the Federal Reserve generally requires insured banks and bank holding companies to pay dividends only out of current operating earnings.
Restrictions on intercompany transactions
Under current Federal banking laws, First Horizon Bank may not enter into covered transactions with any affiliate including the parent company and certain financial subsidiaries in excess of 10% of the bank’s capital stock and surplus, as defined, or$963 million, on December 31, 2025. Covered transactions include a loan or extension of credit to an affiliate, a purchase of or an investment in securities issued by an affiliate, and the acceptance of securities issued by the affiliate as collateral for any loan or extension of credit. The equity investment, including retained earnings, in certain of a bank’s financial subsidiaries is also treated as a covered transaction. On December 31, 2025, the parent company hadno covered transactions from First Horizon Bank and 840 Denning LLC, a parent company subsidiary, had a covered transaction of $2 million. Two of the bank’s financial subsidiaries, FHN Financial Securities Corp. and First Horizon Advisors, Inc., had covered transactions from First Horizon Bank totaling $463 million and $46 million, respectively. In addition, the aggregate amount of covered transactions with all affiliates, as defined, is limited to 20% of the bank’s capital stock and surplus, as defined, or $1.9 billion, on December 31, 2025. First Horizon Bank’s total covered transactions with all affiliates including the parent company on December 31, 2025 were $511 million.
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| Table of Contents | NOTE 13—COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS) |
Note 13—Components of Other Comprehensive Income (Loss)
The following table provides the changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended December 31, 2025, 2024, and 2023.
Table 8.13.1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
| (Dollars in millions) | Securities AFS | Cash FlowHedges | Pension andPostretirementPlans | Total |
|---|---|---|---|---|
| Balance as of December 31, 2022 | $(973) | $(127) | $(268) | $(1,368) |
| Net unrealized gains (losses) | 137 | (5) | (11) | 121 |
| Amounts reclassified from AOCI | — | 52 | 7 | 59 |
| Other comprehensive income (loss) | 137 | 47 | (4) | 180 |
| Balance as of December 31, 2023 | $(836) | $(80) | $(272) | $(1,188) |
| Net unrealized gains (losses) | (15) | (63) | 12 | (66) |
| Amounts reclassified from AOCI | 69 | 49 | 8 | 126 |
| Other comprehensive income (loss) | 54 | (14) | 20 | 60 |
| Balance as of December 31, 2024 | $(782) | $(94) | $(252) | $(1,128) |
| Net unrealized gains (losses) | 270 | 17 | (12) | 275 |
| Amounts reclassified from AOCI | — | 35 | 8 | 43 |
| Other comprehensive income (loss) | 270 | 52 | (4) | 318 |
| Balance as of December 31, 2025 | $(512) | $(42) | $(256) | $(810) |
Reclassifications from AOCI, and related tax effects, were as follows.
Table 8.13.2
RECLASSIFICATIONS FROM AOCI
| (Dollars in millions) | ||||
|---|---|---|---|---|
| Details about AOCI | 2025 | 2024 | 2023 | Affected line item in the statement where net income is presented |
| Securities AFS: | ||||
| Realized (gains) losses on securities AFS | $— | $91 | $— | Securities gains (losses), net |
| Tax expense (benefit) | — | (22) | — | Income tax expense |
| — | 69 | — | ||
| Cash flow hedges: | ||||
| Realized (gains) losses on cash flow hedges | $46 | $65 | $69 | Interest and fees on loans and leases |
| Tax expense (benefit) | (11) | (16) | (17) | Income tax expense |
| $35 | $49 | $52 | ||
| Pension and Postretirement Plans: | ||||
| Amortization of prior service cost and net actuarial (gain) loss | $11 | $11 | $9 | Other expense |
| Tax expense (benefit) | (3) | (3) | (2) | Income tax expense |
| 8 | 8 | 7 | ||
| Total reclassification from AOCI | $43 | $126 | $59 | |
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| Table of Contents | NOTE 14—INCOME TAXES |
Note 14—Income Taxes
The aggregate amount of income taxes included in the Consolidated Statements of Income and the Consolidated Statements of Changes in Equity for the years ended December 31 were as follows.
Table 8.14.1
INCOME TAX EXPENSE
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Consolidated Statements of Income: | |||
| Income tax expense | $282 | $211 | $212 |
| Consolidated Statements of Changes in Equity: | |||
| Income tax expense (benefit) related to: | |||
| Net unrealized gains (losses) on securities available for sale | 88 | 17 | 44 |
| Net unrealized gains (losses) on cash flow hedges | 17 | (5) | 15 |
| Net unrealized gains (losses) on pension and other postretirement plans | (1) | 7 | (1) |
| Total | $386 | $230 | $270 |
All income (loss) from continuing operations before income tax expense (benefit) is domestic.
Table 8.14.2
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| United States | $1,280 | $1,005 | $1,128 |
The components of income tax expense (benefit) for the years ended December 31 were as follows.
Table 8.14.3
INCOME TAX EXPENSE COMPONENTS
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Current: | |||
| Federal | $201 | $204 | $140 |
| State | 32 | 24 | 28 |
| 233 | 228 | 168 | |
| Deferred: | |||
| Federal | 44 | (14) | 37 |
| State | 5 | (3) | 7 |
| 49 | (17) | 44 | |
| Total: | |||
| Federal | 245 | 190 | 177 |
| State | 37 | 21 | 35 |
| Total income tax expense (benefit) | $282 | $211 | $212 |
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| Table of Contents | NOTE 14—INCOME TAXES |
A reconciliation of expected income tax expense (benefit) at the federal statutory rate of 21% for 2025, 2024, and 2023, respectively, to total income tax expense follows.
Table 8.14.4
RECONCILIATION FROM STATUTORY RATES
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Amount | Percent | Amount | Percent | Amount | Percent |
| U.S. federal statutory income tax rate | $269 | 21.0% | $211 | 21.0% | $237 | 21.0% |
| Domestic federal | ||||||
| Tax credits | ||||||
| LIHTC credits and benefits, net of amortization | (17) | (1.2) | (13) | (1.3) | (15) | (1.3) |
| Other tax credits | (1) | (0.1) | (1) | (0.1) | (5) | (0.5) |
| Nontaxable and nondeductible items | ||||||
| Tax-exempt interest | (10) | (0.8) | (12) | (1.1) | (12) | (1.0) |
| FDIC premium | 10 | 0.8 | 12 | 1.1 | 11 | 1.0 |
| Other nontaxable and nondeductible items | 3 | 0.2 | 1 | 0.1 | (1) | (0.1) |
| Termination of BOLI policies | — | — | — | — | 21 | 1.9 |
| Other | (3) | (0.2) | (5) | (0.5) | (8) | (0.7) |
| Domestic state and local income taxes, net of federal effect (a) | 32 | 2.5 | 20 | 2.0 | 34 | 3.0 |
| Changes in unrecognized tax benefits | (1) | (0.1) | (2) | (0.2) | (50) | (4.5) |
| Reported income tax (benefit) expense and ETR | $282 | 22.1% | $211 | 21.0% | $212 | 18.8% |
(a)In 2025, state and local income taxes in Tennessee, Florida, and California comprise the majority of the tax effect in this category. In 2024 and 2023, state and local income taxes in Tennessee and Florida comprise the majority of the tax effect in this category.
As of December 31, 2025, FHN had net deferred tax asset balances related to federal and state income tax carryforwards of $36 million and $4 million, respectively, which will expire at various dates as follows.
Table 8.14.5
TAX CARRYFORWARD DTA EXPIRATION DATES
| (Dollars in millions) | Expiration Dates | Net Deferred TaxAsset Balance |
|---|---|---|
| Losses - federal | 2028 - 2035 | $25 |
| Credits - federal | 2045 | 11 |
| Net operating losses - states | 2026 - 2035 | 2 |
| Net operating losses - states | 2036 - 2041 | 1 |
| Credits - states | 2030 | 1 |
We believe it is more likely than not that the benefit from certain state NOL carryforwards will not be realized. In recognition of this risk, we have provided animmaterial valuation allowance on the DTAs related to these state NOL carryforwards. If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits related to any reversal of the valuation allowance on DTAs will be recognized as a reduction of income tax expense.
A DTA or DTL is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax consequence is calculated by applying enacted statutory tax rates, applicable to future years, to these temporary differences. In order to support the recognition of the DTA, FHN’s management must believe
that the realization of the DTA is more likely than not. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. Realization is dependent on generating sufficient taxable income prior to the expiration of the carryforwards attributable to the DTA. In projecting future taxable income, FHN incorporates assumptions including the estimated amount of future state and federal pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates used to manage the underlying business.
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| Table of Contents | NOTE 14—INCOME TAXES |
As of December 31, 2025, FHN's net DTA was $92 million compared to $227 million at December 31, 2024. At December 31, 2025, FHN's gross DTA (net of a valuation allowance) and gross DTL were $672 million and $580 million, respectively. Although realization is not assured, FHN believes that it meets the more-likely-than-not requirement with respect to the net DTA after valuation allowance.
On July 4, 2025, President Trump signed into law H.R. 1, the budget reconciliation bill known as the "One Big
Beautiful Bill" ("OBBB" or the "bill"). The bill modified the first-year depreciation deduction to 100% for qualified property acquired and placed in service after January 19, 2025. The bill also allowed for the immediate deduction of domestic research or experimental expenditures and a one-year deduction for unamortized amounts incurred in prior tax years. Due to these provisions in OBBB, FHN recognized a reduction to the DTA as of the enactment date of $34 million. These provisions of OBBB have no impact on FHN's effective tax rate.
Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on December 31, 2025 and 2024 were as follows.
Table 8.14.6
COMPONENTS OF DTAs & DTLs
| (Dollars in millions) | 2025 | 2024 |
|---|---|---|
| Deferred tax assets: | ||
| Securities available for sale and financial instruments (a) | $180 | $284 |
| Loan valuations and loss reserves | 179 | 152 |
| Employee benefits | 121 | 119 |
| Lease liability | 91 | 82 |
| Depreciation and amortization | 19 | 54 |
| Federal carryforwards | 36 | 29 |
| State carryforwards | 4 | 3 |
| Other | 42 | 45 |
| Gross deferred tax assets | $672 | $768 |
| Deferred tax liabilities: | ||
| Leasing | $398 | $363 |
| ROU lease asset | 80 | 73 |
| Other intangible assets | 67 | 71 |
| Other | 35 | 34 |
| Gross deferred tax liabilities | 580 | 541 |
| Net deferred tax assets | $92 | $227 |
(a) Tax effects of unrealized gains and losses are tracked on a portfolio basis.
Total unrecognized tax benefits at December 31, 2025 and 2024 were $12 million and $13 million, respectively. To the extent such unrecognized tax benefits as of December 31, 2025 are subsequently recognized, $12 million of tax benefits could impact tax expense and FHN’s effective tax rate in future periods.
FHN recognizes interest accrued and penalties related to unrecognized tax benefits within income tax expense. FHN had approximately $2 million accrued for the payment of
interest as of both December 31, 2025 and 2024. The total amount of interest and penalties recognized in the Consolidated Statements of Income during 2025 wasimmaterial. The amount recognized during 2024 was a net benefit of $1 million.
The rollforward of unrecognized tax benefits is shown in the following table.
| ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA | |
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| Table of Contents | NOTE 14—INCOME TAXES |
Table 8.14.7
ROLLFORWARD OF UNRECOGNIZED TAX BENEFITS
| (Dollars in millions) | |
|---|---|
| Balance at December 31, 2023 | $15 |
| Increases related to prior year tax positions | 2 |
| Increases related to current year tax positions | 3 |
| Lapse of statutes | (7) |
| Balance at December 31, 2024 | $13 |
| Increases related to prior year tax positions | 1 |
| Increases related to current year tax positions | 4 |
| Settlements | (3) |
| Lapse of statutes | (3) |
| Balance at December 31, 2025 | $12 |
The following table presents income taxes paid, net of refunds received, by jurisdiction for the years ended December 31, 2025, 2024, and 2023.
Table 8.14.8
INCOME TAXES PAID (NET OF REFUNDS RECEIVED)
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| U.S. federal | $31 | $74 | $56 |
| U.S. state and local: | |||
| California | 6 | * | * |
| North Carolina | 4 | * | * |
| Tennessee | 3 | * | 15 |
| New York State | 3 | * | * |
| Florida | * | * | 6 |
| Other | 13 | 25 | 27 |
| Total | $60 | $99 | $104 |
*Jurisdiction below the threshold for the period presented.
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| Table of Contents | NOTE 15—EARNINGS PER SHARE |
Note 15—Earnings Per Share
The computations of basic and diluted earnings per common share were as follows.
Table 8.15.1
EARNINGS PER SHARE COMPUTATIONS
| (Dollars in millions, except per share data; shares in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Net income | $998 | $794 | $916 |
| Net income attributable to noncontrolling interest | 16 | 19 | 19 |
| Net income attributable to controlling interest | 982 | 775 | 897 |
| Preferred stock dividends | 26 | 37 | 32 |
| Net income available to common shareholders | $956 | $738 | $865 |
| Weighted average common shares outstanding—basic | 505,130 | 540,317 | 548,410 |
| Effect of dilutive restricted stock, performance equity awards and options | 5,977 | 3,968 | 3,802 |
| Effect of dilutive convertible preferred stock (a) | — | — | 9,520 |
| Weighted average common shares outstanding—diluted | 511,107 | 544,285 | 561,732 |
| Basic earnings per common share | $1.89 | $1.37 | $1.58 |
| Diluted earnings per common share | $1.87 | $1.36 | $1.54 |
| (a) On February 28, 2022, FHN issued $494 million of Series G Convertible Preferred Stock, which was converted into common stock on June 26, 2023, following the termination of the TD Merger Agreement. Conversion occurred at the rate of 4,000 common shares per Series G preferred share resulting in 19,742,776 additional common shares outstanding. 2023 includes the impact of the Series G based on the final conversion rate. | |||
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.
Table 8.15.2
ANTI-DILUTIVE EQUITY AWARDS
| (Shares in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Stock options excluded from the calculation of diluted EPS | — | 26 | — |
| Weighted average exercise price of stock options excluded from the calculation of diluted EPS | $— | $19.73 | $24.36 |
| Other equity awards excluded from the calculation of diluted EPS | 2,398 | 2,439 | 2,242 |
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| Table of Contents | NOTE 16—CONTINGENCIES & OTHER DISCLOSURES |
Note 16—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 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 December 31, 2025, the aggregate amount of liabilities established for all such loss contingency matters was $1 million.
In each material litigation-related 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 December 31, 2025, FHN estimates that for all material litigation-related 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 the matters 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.
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 Contents | NOTE 17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS |
Note 17—Retirement Plans and Other Employee Benefits
Pension Plan
FHN sponsors a noncontributory, qualified defined benefit pension plan to employees hired or re-hired 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 2025, 2024, and 2023. Management does not currently anticipate that FHN will make a contribution to the qualified pension plan in 2026.
FHN also maintains non-qualified plans including a supplemental retirement plan that covers certain employees 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 $5 million for 2025, $4 million for 2024, and $6 million for 2023. FHN anticipates making benefit payments under the non-qualified plans of $5 million in 2026.
Savings Plan
FHN provides all qualifying full-time employees with the opportunity to participate in FHN's tax-qualified 401(k) savings plan. The qualified plan allows employees to defer receipt of earned salary, up to tax law limits, on a tax-advantaged basis. Accounts, which are held in trust, may be invested in a wide range of mutual funds and in FHN common stock. Up to tax law limits, FHN provides a 100% match for the first 6% of salary deferred, with company matching contributions invested according to a participant’s current investment election. Through a non-qualified savings restoration plan, FHN provides a restorative benefit to certain highly compensated employees who participate in the savings plan and whose contribution elections are capped by tax limitations.
FHN also provides “flexible dollars” to assist employees with the cost of annual benefits and/or allow the employee to contribute to his or her qualified savings plan account. These “flexible dollars” are pre-tax contributions and are based upon the employees’ years of service and qualified compensation. Contributions made by FHN
through the flexible benefits plan and the company matches were $50 million, $49 million, and $48 million for 2025, 2024, and 2023, respectively.
Other Employee Benefits
FHN provides postretirement life insurance benefits to certain employees and also provides postretirement medical insurance benefits to retirement-eligible employees, including certain prescription drug benefits. The postretirement medical plan is contributory with FHN contributing a fixed amount for certain participants.
Actuarial Assumptions
FHN’s process for developing the long-term expected rate of return of pension plan assets is based on capital market exposure as the source of investment portfolio returns. Capital market exposure refers to the plan’s allocation of its assets to asset classes, which primarily represent fixed income investments. FHN also considers expectations for inflation, real interest rates, and various risk premiums based primarily on the historical risk premium for each asset class. The expected return is based upon a time horizon of 30 years. Given its funded status, the asset allocation strategy for the qualified pension plan primarily utilizes fixed income instruments that closely match the estimated duration of payment obligations.
The discount rates for the three years ended 2025 for pension and other benefits were determined by using a hypothetical AA yield curve represented by a series of annualized individual discount rates from one-half to 30 years. The discount rates are selected based upon data specific to FHN’s plans and employee population. The bonds used to create the hypothetical yield curve were subjected to several requirements to ensure that the resulting rates were representative of the bonds that would be selected by management to fulfill the company’s funding obligations. In addition to the AA rating, only non-callable bonds were included. Each bond issue was required to have at least $300 million par outstanding so that each issue was sufficiently marketable. Finally, bonds more than two standard deviations from the average yield were removed. When selecting the discount rate, FHN matches the duration of high-quality bonds with the duration of the obligations of the plan as of the measurement date. For all years presented, the measurement date of the benefit obligations and net periodic benefit costs was December 31.
The actuarial assumptions used in the defined benefit pension plans and other employee benefit plans were as follows.
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| Table of Contents | NOTE 17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS |
Table 8.17.1
ACTUARIAL ASSUMPTIONS FOR DEFINED BENEFIT PLANS
| Benefit Obligations · Net Periodic Benefit Cost | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2025 · 2024 · 2023 | ||||||
| Discount rate | ||||||
| Qualified pension | 5.44% | 5.66% | 5.00% | 5.67% | 5.00% | 5.20% |
| Nonqualified pension | 5.10% | 5.50% | 4.90% | 5.50% | 4.90% | 5.10% |
| Other nonqualified pension | 4.56% | 5.20% | 4.75% | 5.20% | 4.75% | 4.94% |
| Postretirement benefits | 4.91% - 5.59% | 5.40% - 5.74% | 4.84% - 5.06% | 5.06% - 5.74% | 4.84% - 5.49% | 4.88% - 5.25% |
| Expected long-term rate of return | ||||||
| Qualified pension/postretirement benefits | N/A | N/A | N/A | 5.65% | 5.00% | 5.15% |
| Postretirement benefit (retirees post January 1, 1993) | N/A | N/A | N/A | 5.75% | 5.25% | 5.50% |
| Postretirement benefit (retirees prior to January 1, 1993) | N/A | N/A | N/A | N/A | N/A | N/A |
Since the benefits in the defined benefit pension plan are frozen, the rate of compensation increase has no effect on qualified pension benefits.
FHN hasone pension plan where participants' benefits are affected by interest crediting rates. The plan's projected benefit obligation as of December 31, 2025, 2024 and 2023 and interest crediting rates for the respective years were as follows.
Table 8.17.2
PROJECTED BENEFIT OBLIGATION
& CREDITING RATE
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Projected benefit obligation | $6 | $7 | $8 |
| Interest crediting rate | 12.80% | 12.25% | 12.04% |
The components of net periodic benefit cost for the plan years 2025, 2024 and 2023 were as follows.
Table 8.17.3
COMPONENTS OF NET PERIODIC BENEFIT COST
| (Dollars in millions) · Pension Benefits · Other Benefits | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2025 · 2024 · 2023 | ||||||
| Components of net periodic benefit cost | ||||||
| Interest cost | $31 | $32 | $33 | $2 | $2 | $2 |
| Expected return on plan assets | (31) | (32) | (32) | (1) | (1) | (1) |
| Amortization of unrecognized: | ||||||
| Actuarial (gain) loss | 12 | 13 | 13 | (1) | (1) | (1) |
| Net periodic benefit cost | $12 | $13 | $14 | $— | $— | $— |
The long-term expected rate of return is applied to the market-related value of plan assets in determining the expected return on plan assets. FHN determines the market-related value of plan assets using a hybrid methodology which recognizes liability-hedging assets at current fair value while return-seeking assets use a
calculated value that recognizes changes in fair value over five years, as permitted by GAAP.
FHN utilizes a spot rate approach which applies duration-specific rates from the full yield curve to estimated future benefit payments for the determination of interest cost.
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| Table of Contents | NOTE 17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS |
The following table presents the plans’ benefit obligations and plan assets for 2025 and 2024.
Table 8.17.4
BENEFIT OBLIGATIONS & PLAN ASSETS
| (Dollars in millions) · Pension Benefits · Other Benefits | ||||
|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||
| Change in benefit obligation | ||||
| Benefit obligation, beginning of year | $599 | $675 | $30 | $31 |
| Interest cost | 31 | 32 | 2 | 2 |
| Actuarial (gain) loss (a) | 18 | (38) | — | (1) |
| Actual benefits paid | (41) | (42) | (2) | (2) |
| Premium paid for annuity purchase (b) | — | (28) | — | — |
| Benefit obligation, end of year | $607 | $599 | $30 | $30 |
| Change in plan assets | ||||
| Fair value of plan assets, beginning of year | $578 | $638 | $24 | $23 |
| Actual return on plan assets | 33 | 7 | 2 | 2 |
| Employer contributions | 3 | 3 | — | 1 |
| Actual benefits paid – settlement payments | (40) | (41) | (2) | (2) |
| Actual benefits paid – other payments | (1) | (1) | — | — |
| Premium paid for annuity purchase (b) | — | (28) | — | — |
| Fair value of plan assets, end of year | $573 | $578 | $24 | $24 |
| Funded (unfunded) status of the plans | $(34) | $(21) | $(6) | $(6) |
| Amounts recognized in the Balance Sheets | ||||
| Other assets | $— | $1 | $23 | $22 |
| Other liabilities | (34) | (22) | (29) | (28) |
| Net asset (liability) at end of year | $(34) | $(21) | $(6) | $(6) |
(a)Variances in the actuarial (gain) loss are due to normal activity such as changes in discount rates, updates to participant demographic information and revisions to life expectancy assumptions.
(b)Amounts represent settlements of certain retired participants in the qualified pension plan that occurred during the year.
The projected benefit obligation for unfunded plans was as follows.
Table 8.17.5
BENEFIT OBLIGATION - UNFUNDED PLANS
| Pension Benefits | Other Benefits | |||
|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2025 | 2024 |
| Projected benefit obligation | $21 | $22 | $29 | $28 |
The qualified pension plan was underfunded by $13 million and overfunded by $1 million as of December 31, 2025 and 2024, respectively. Because of the frozen status of the pension plans, as of both December 31, 2025 and 2024, the pension benefit obligation is equivalent to the accumulated benefit obligation. FHN's funded postretirement plan was in an overfunded status as of December 31, 2025 and 2024.
Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are recognized as a component of accumulated other comprehensive income. Balances reflected in accumulated other comprehensive income on a pre-tax basis for the years ended December 31, 2025 and 2024 consist of the following.
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| Table of Contents | NOTE 17—RETIREMENT PLANS & OTHER EMPLOYEE BENEFITS |
Table 8.17.6
PRE-TAX ACTUARIAL (GAINS) LOSSES REFLECTED IN AOCI
| (Dollars in millions) · Pension Benefits · Other Benefits | ||||
|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||
| Amounts recognized in accumulated other comprehensive income | ||||
| Net actuarial (gain) loss | $346 | $341 | $(8) | $(9) |
The pre-tax amounts recognized in other comprehensive income during 2025, 2024, and 2023 were as follows.
Table 8.17.7
PRE-TAX AMOUNTS RECOGNIZED IN OCI
| (Dollars in millions) · Pension Benefits · Other Benefits | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2025 · 2024 · 2023 | ||||||
| Changes in plan assets and benefit obligation recognized in other comprehensive income | ||||||
| Net actuarial (gain) loss arising during measurement period | $16 | $(13) | $17 | $— | $(2) | $— |
| Items amortized during the measurement period: | ||||||
| Net actuarial gain (loss) | (12) | (13) | (13) | 1 | 1 | 1 |
| Total recognized in other comprehensive income | $4 | $(26) | $4 | $1 | $(1) | $1 |
FHN utilizes the minimum amortization method in determining the amount of actuarial gains or losses to include in plan expense. Under this approach, the net deferred actuarial gain or loss that exceeds a threshold is amortized over the average remaining service period of active plan participants. The threshold is measured as the greater of 10% of a plan’s projected benefit obligation as of the beginning of the year or 10% of the market-related value of plan assets as of the beginning of the year. FHN amortizes actuarial gains and losses using the estimated average remaining life expectancy of the remaining participants since all participants are considered inactive due to the freeze.
The following table provides detail on expected benefit payments, which reflect expected future service, as appropriate.
Table 8.17.8
EXPECTED BENEFIT PAYMENTS
| (Dollars in millions) | PensionBenefits | OtherBenefits |
|---|---|---|
| 2026 | $44 | $2 |
| 2027 | 45 | 2 |
| 2028 | 46 | 2 |
| 2029 | 46 | 2 |
| 2030 | 46 | 2 |
| 2031-2035 | 229 | 12 |
Plan Assets
FHN’s overall investment goal is to create, over the life of the pension plan and retiree medical plan, an adequate pool of sufficiently liquid assets to support the qualified pension benefit obligations to participants, retirees, and beneficiaries, as well as to partially support the medical obligations to certain retirees and beneficiaries. Thus, the qualified pension plan and retiree medical plan seek to achieve a level of investment return consistent with changes in projected benefit obligations.
Qualified pension plan assets primarily consist of fixed income securities which include U.S. treasuries, corporate bonds of companies from diversified industries, municipal bonds, and foreign bonds. Fixed income investments generally have long durations consistent with the estimated pension liabilities of FHN. This duration-matching strategy is intended to hedge substantially all of the plan’s risk associated with future benefit payments. Retiree medical funds are kept in short-term investments, primarily money market funds and mutual funds. On December 31, 2025 and 2024, FHN did not have any significant concentrations of risk within the plan assets related to the pension plan or the retiree medical plan.
The fair value of FHN’s pension plan assets at December 31, 2025 and 2024, by asset category classified using the fair value measurement hierarchy, is shown in the table below. See Note 23 – Fair Value of Assets and Liabilities for more details about fair value measurements.
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Table 8.17.9
FAIR VALUE OF PENSION ASSETS
| (Dollars in millions) | December 31, 2025 | |||
|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | ||||
| Cash equivalents and money market funds | $11 | $— | $— | $11 |
| Fixed income securities: | ||||
| U.S. treasuries | — | 11 | — | 11 |
| Corporate, municipal and foreign bonds | — | 302 | — | 302 |
| Common and collective funds: | ||||
| Fixed income | — | 249 | — | 249 |
| Total | $11 | $562 | $— | $573 |
| (Dollars in millions) | December 31, 2024 | |||
|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | ||||
| Cash equivalents and money market funds | $11 | $— | $— | $11 |
| Fixed income securities: | ||||
| U.S. treasuries | — | 8 | — | 8 |
| Corporate, municipal and foreign bonds | — | 295 | — | 295 |
| Common and collective funds: | ||||
| Fixed income | — | 264 | — | 264 |
| Total | $11 | $567 | $— | $578 |
The HR Investment and Risk Committee, comprised of senior managers within the organization, meets regularly to review asset performance and potential portfolio revisions.
Adjustments to the qualified pension plan asset allocation primarily reflect changes in anticipated liquidity needs for plan benefits.
The fair value of FHN’s retiree medical plan assets at December 31, 2025 and 2024 by asset category is as follows.
Table 8.17.10
FAIR VALUE OF RETIREE MEDICAL PLAN ASSETS
| (Dollars in millions) | December 31, 2025 | |||
|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | ||||
| Mutual funds: | ||||
| Equity mutual funds | $7 | $— | $— | $7 |
| Fixed income mutual funds | 17 | — | — | 17 |
| Total | $24 | $— | $— | $24 |
| (Dollars in millions) | December 31, 2024 | |||
|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | ||||
| Mutual funds: | ||||
| Equity mutual funds | $8 | $— | $— | $8 |
| Fixed income mutual funds | 16 | — | — | 16 |
| Total | $24 | $— | $— | $24 |
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| Table of Contents | NOTE 18—STOCK OPTIONS AND RESTRICTED STOCK |
Note 18—Stock Options and Restricted Stock
Equity Compensation Plans
FHN currently has one plan which authorizes the grant of new stock-based awards, the 2021 Incentive Plan (the IP). New awards under the IP may be granted to any of FHN's directors, officers, or associates. The IP was approved by shareholders in April 2021 and again in April 2024.
The IP authorizes a broad range of award types, including restricted shares, stock units, cash units, and stock options. Stock units may be paid in shares or cash, depending upon the terms of the award. The IP also authorizes the grant of stock appreciation rights, thoughno such grants have been made under the IP or recent predecessor plans. Unvested awards have service and/or performance conditions which must be met in order for the shares to vest. Awards generally have service-vesting conditions, meaning that the associate must remain employed by FHN for certain periods in order for the award to vest. Some outstanding awards also have performance conditions. FHN operates the IP by establishing award programs, each of which is intended to cover a specific need. Programs are created, changed, or terminated as needs change.
On December 31, 2025, there were 10,793,408 shares available for new awards under the IP. This includes the new/additional shares originally authorized under the IP along with shares underlying ECP awards that have been forfeited or canceled since the IP was approved by shareholders, net of shares underlying IP awards that are outstanding or have been paid.
Service condition full-value awards
Awards may be granted with service conditions only. In recent years, programs using these awards have included annual programs for executives and selected management associates, a mandatory deferral program for executives tied to annual bonuses earned, other mandatory or elective deferral programs, various retention programs, and special hiring-incentive situations. Details of the awards vary by program, but most are settled in shares at vesting rather than cash, and vesting generally begins no earlier than the third anniversary of grant and rarely extends beyond the fifth anniversary of grant.
Performance condition awards
Under FHN’s long-term incentive and corporate performance programs, performance stock units ("PSUs") (executives) and cash units (selected management employees) are granted annually and vest only if predetermined performance measures are met. The measures are changed each year based on goals and circumstances prevailing at the time of grant. In recent years the performance periods have been three years, with service-vesting near the third anniversary of the grant. PSUs granted from 2014 to 2020 had a post-vest
holding period of two years. Recent annual performance awards require pro-rated forfeiture (in relation to the maximum possible) for performance falling between a threshold level and a maximum. Performance awards sometimes are used to provide a narrow, targeted incentive to a single person or small group. Of the annual program awards paid during 2025 or outstanding on December 31, 2025: the 2020 and 2022 units vested in 2023 and 2025 at the 187.5% and 128.3% payout level, respectively; thethree-year performance period of the 2023 units has ended but performance is measured relative to peers and has not yet been determined; and, thethree-year performance periods for the 2024 and 2025 units have not ended.
Director awards
Non-employee directors receive cash and annual grants of service-conditioned stock units under a program approved by the board of directors. Director stock units granted vest in the year following the year of grant and settle in shares. In 2025 and 2024, each director received a base stock unit award of $140,000 representing a portion of their annual retainer. Each director is permitted to increase the portion paid as stock units.
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| Table of Contents | NOTE 18—STOCK OPTIONS AND RESTRICTED STOCK |
A summary of restricted and performance stock and unit activity during the year ended December 31, 2025, is presented below.
Table 8.18.1
RESTRICTED AND PERFORMANCE EQUITY AWARD ACTIVITY
| Shares/Units (a) | Weighted averagegrant date fair value(per share) (b) | |
|---|---|---|
| January 1, 2025 | 11,840,085 | $15.71 |
| Shares/units granted | 2,655,176 | 21.15 |
| Shares/units vested/distributed | (3,660,353) | 17.83 |
| Shares/units canceled | (184,658) | 15.29 |
| December 31, 2025 | 10,650,250 | $16.35 |
(a)Includes only units that settle in shares; nonvested performance units are included at 100% payout level.
(b)The weighted average grant date fair value for shares/units granted in 2024 and 2023 was $15.24 and $16.08, respectively.
On December 31, 2025, there was $84 million of unrecognized compensation cost related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period oftwo years. The total grant date fair value of shares vested during 2025, 2024 and 2023, was $64 million, $65 million, and $32 million, respectively.
Stock option awards
In 2021, FHN ended its only remaining stock option program, making only one grant related to a 2020 commitment. Options under that program, for executives, had service-vesting requirements and have seven-year terms.
In the past, option programs varied widely in their uses and terms. Of the old-program options, several options granted to executives under the ECP remain outstanding today. All options granted since 2005 provide for the
issuance of FHN common stock at a price fixed at its fair market value on the grant date. Except for converted options and a special retention stock option award to the CEO in 2016, all options granted since 2008 vested fully no later than the fourth anniversary of grant, and all such options expire seven years from the grant date. CBF converted options and IBKC converted options granted prior to November 3, 2019 (the IBKC merger agreement date) are fully vested and expireten years from the grant date. IBKC converted options granted subsequent to the merger agreement fully vested no later than the fifth anniversary of the grant date and expireten years from the grant date. The 2016 retention award vested on the fourth through sixth anniversaries of grant and had aseven-year term.
The summary of stock option activity for the year ended December 31, 2025, is shown below.
Table 8.18.2
STOCK OPTION ACTIVITY
| OptionsOutstanding · WeightedAverageExercise Price(per share) · Weighted AverageRemainingContractual Term(years) · AggregateIntrinsic Value(millions) | |||||
|---|---|---|---|---|---|
| January 1, 2025 | 958,622 | $16.16 | |||
| Options granted | — | — | |||
| Options exercised | (380,202) | 16.50 | |||
| Options expired/canceled | (265) | 11.67 | |||
| December 31, 2025 | 578,155 | $15.94 | 1.76 | $5 | |
| Options exercisable | 578,155 | 15.94 | 1.76 | 5 | |
| Options expected to vest | — | — | — | — | |
The total intrinsic value of options exercised during 2025, 2024 and 2023 was $2 million, $2 million, and $4 million, respectively.
On December 31, 2025, there was no unrecognized compensation cost related to nonvested stock options.
FHN didnot grant or convert stock options in 2025, 2024 and 2023.
Expected lives of options granted are determined based on the vesting period, historical exercise patterns and contractual term of the options. FHN uses a blend of
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historical and implied volatility in determining expected volatility. A portion of the weighted average volatility rate is derived by compiling daily closing stock prices over a historical period approximating the expected lives of the options. Additionally, because of market volatility due to economic conditions and the impact on stock prices of financial institutions, FHN also incorporates a measure of implied volatility so as to incorporate more recent market conditions in the estimation of future volatility.
Compensation Cost
The compensation cost that has been included in the Consolidated Statements of Income pertaining to stock-based awards was $61 million, $59 million, and $36 million for 2025, 2024, and 2023, respectively. The corresponding total income tax benefits recognized were $15 million, $14 million and $8 million in 2025, 2024, and 2023, respectively.
Authorization
Consistent with Tennessee state law, only authorized, but unissued, stock may be utilized in connection with any issuance of FHN common stock which may be required as a result of stock-based compensation awards. Prior authorizations to repurchase shares issued in connection with compensation plans expired on December 31, 2023. After 2023, as authorized by FHN's Board and the Board's Compensation Committee, FHN continued to make automatic stock purchases by withholding shares associated with stock-based awards to cover tax obligations associated with those awards. Those limited, off-market purchases are not connected to a traditional, announced purchase program. Automatic tax withholding purchases are not subject to trading blackouts affecting senior executives and the general purchase program.
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| Table of Contents | NOTE 19—BUSINESS SEGMENT INFORMATION |
Note 19—Business Segment Information
During 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 prior periods 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 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
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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 table presents financial information for each reportable business segment for the years ended December 31.
Table 8.19.1
SEGMENT FINANCIAL INFORMATION
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
|---|---|---|---|---|
| Interest income | $3,317 | $555 | $314 | $4,186 |
| Interest expense | 1,156 | 107 | 301 | 1,564 |
| Funds transfer pricing | 408 | (215) | (193) | — |
| Net interest income (expense) | 2,569 | 233 | (180) | 2,622 |
| Noninterest income | 464 | 256 | 77 | 797 |
| Total revenues | 3,033 | 489 | (103) | 3,419 |
| Noninterest expense (c)(d) | 1,443 | 320 | 311 | 2,074 |
| Pre-provision net revenue (f) | 1,590 | 169 | (414) | 1,345 |
| Provision for credit losses | 50 | 12 | 3 | 65 |
| Income (loss) before income taxes | 1,540 | 157 | (417) | 1,280 |
| Income tax expense (benefit) | 367 | 37 | (122) | 282 |
| Net income (loss) | $1,173 | $120 | $(295) | $998 |
| Average assets | $58,820 | $9,360 | $13,839 | $82,019 |
| Depreciation and amortization | 19 | 7 | 38 | 64 |
| Expenditures for long-lived assets | 18 | 1 | 9 | 28 |
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
|---|---|---|---|---|
| Interest income | $3,538 | $525 | $289 | $4,352 |
| Interest expense | 1,413 | 125 | 303 | 1,841 |
| Funds transfer pricing | 406 | (206) | (200) | — |
| Net interest income (expense) | 2,531 | 194 | (214) | 2,511 |
| Noninterest income (a) | 461 | 230 | (12) | 679 |
| Total revenues | 2,992 | 424 | (226) | 3,190 |
| Noninterest expense (c)(d) | 1,417 | 299 | 319 | 2,035 |
| Pre-provision net revenue (f) | 1,575 | 125 | (545) | 1,155 |
| Provision for credit losses | 158 | 3 | (11) | 150 |
| Income (loss) before income taxes | 1,417 | 122 | (534) | 1,005 |
| Income tax expense (benefit) | 334 | 29 | (152) | 211 |
| Net income (loss) | $1,083 | $93 | $(382) | $794 |
| Average assets | $59,398 | $8,120 | $14,304 | $81,822 |
| Depreciation and amortization | 38 | 6 | 57 | 101 |
| Expenditures for long-lived assets | 26 | 1 | 18 | 45 |
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| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
|---|---|---|---|---|
| Interest income | $3,286 | $478 | $336 | $4,100 |
| Interest expense | 1,115 | 100 | 345 | 1,560 |
| Funds transfer pricing | 312 | (201) | (111) | — |
| Net interest income (expense) | 2,483 | 177 | (120) | 2,540 |
| Noninterest income (a) | 448 | 174 | 305 | 927 |
| Total revenues | 2,931 | 351 | 185 | 3,467 |
| Noninterest expense (b)(c)(d) | 1,372 | 277 | 430 | 2,079 |
| Pre-provision net revenue (f) | 1,559 | 74 | (245) | 1,388 |
| Provision for credit losses | 260 | 15 | (15) | 260 |
| Income (loss) before income taxes | 1,299 | 59 | (230) | 1,128 |
| Income tax expense (benefit) (e) | 305 | 14 | (107) | 212 |
| Net income (loss) | $994 | $45 | $(123) | $916 |
| Average assets | $58,109 | $7,581 | $15,993 | $81,683 |
| Depreciation and amortization | 34 | 7 | 61 | 102 |
| Expenditures for long-lived assets | 16 | 1 | 17 | 34 |
(a)2024 includes a $91 million loss on securities following the restructuring of a portion of the AFS securities portfolio. 2023 includes a $225 million gain on merger termination and a $6 million loss on equities valuation adjustments in the Corporate segment and a $9 million gain on an FHN Financial asset disposition in the Wholesale segment.
(b)2023 includes $51 million in merger and integration expenses related to the TD Transaction in the Corporate Segment.
(c)2025 includes an FDIC special assessment expense credit of $9 million and a $4 million expense credit related to an accrual release in deferred compensation in the Corporate segment. 2024 includes $14 million of restructuring costs and an FDIC special assessment of $9 million in the Corporate segment. 2023 includes $10 million of restructuring costs, an FDIC special assessment of $68 million, and a $50 million contribution to the First Horizon Foundation in the Corporate segment.
(d)2025, 2024, and 2023 include $25 million, $15 million, and $15 million, respectively, in derivative valuation adjustments related to prior Visa Class B share sales in the Corporate segment.
(e)2023 includes $24 million in expense related to the surrender of bank-owned life insurance policies and a $59 million benefit from merger-related tax items in the Corporate segment.
(f)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 table presents a disaggregation of FHN’s noninterest income by major product line and reportable segment for the years ended December 31, 2025, 2024, and 2023.
Table 8.19.2
NONINTEREST INCOME DETAIL BY SEGMENT
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
|---|---|---|---|---|
| Noninterest income: | ||||
| Fixed income (a) | $— | $206 | $— | $206 |
| Deposit transactions and cash management | 158 | 3 | 8 | 169 |
| Brokerage, management fees and commissions | 105 | — | — | 105 |
| Card and digital banking fees | 64 | — | 10 | 74 |
| Other service charges and fees | 57 | 3 | — | 60 |
| Trust services and investment management | 50 | — | 1 | 51 |
| Mortgage banking income | 1 | 41 | 1 | 43 |
| Securities gains (losses), net (b) | — | — | 1 | 1 |
| Other income (c) | 29 | 3 | 56 | 88 |
| Total noninterest income | $464 | $256 | $77 | $797 |
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
| Noninterest income: | ||||
| Fixed income (a) | $— | $187 | $— | $187 |
| Deposit transactions and cash management | 163 | 4 | 9 | 176 |
| Brokerage, management fees and commissions | 101 | — | — | 101 |
| Card and digital banking fees | 67 | — | 10 | 77 |
| Other service charges and fees | 48 | 2 | 1 | 51 |
| Trust services and investment management | 47 | — | 1 | 48 |
| Mortgage banking income | 1 | 33 | 1 | 35 |
| Securities gains (losses), net (b) | — | — | (89) | (89) |
| Other income (c) | 34 | 4 | 55 | 93 |
| Total noninterest income | $461 | $230 | $(12) | $679 |
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| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
|---|---|---|---|---|
| Noninterest income: | ||||
| Fixed income (a) | $— | $134 | $(1) | $133 |
| Deposit transactions and cash management | 165 | 4 | 10 | 179 |
| Brokerage, management fees and commissions | 90 | — | — | 90 |
| Card and digital banking fees | 67 | — | 10 | 77 |
| Other service charges and fees | 51 | 3 | — | 54 |
| Trust services and investment management | 46 | — | 1 | 47 |
| Mortgage banking income | 1 | 21 | 1 | 23 |
| Gain on merger termination | — | — | 225 | 225 |
| Securities gains (losses), net (b) | — | — | (4) | (4) |
| Other income (c) | 28 | 12 | 63 | 103 |
| Total noninterest income | $448 | $174 | $305 | $927 |
(a)2025, 2024, and 2023 include $40 million, $42 million, and $42 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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| Table of Contents | NOTE 19—BUSINESS SEGMENT INFORMATION |
The following table presents a disaggregation of FHN’s noninterest expense by major product line and reportable segment for the years ended December 31, 2025, 2024, and 2023.
Table 8.19.3
NONINTEREST EXPENSE DETAIL BY SEGMENT
| December 31, 2025 | ||||
|---|---|---|---|---|
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
| Noninterest expense: | ||||
| Personnel expense | $542 | $214 | $403 | $1,159 |
| Net occupancy expense | 77 | 9 | 53 | 139 |
| Computer software | 32 | 7 | 99 | 138 |
| Operations services | 17 | 23 | 56 | 96 |
| Legal and professional fees | 17 | 4 | 65 | 86 |
| Advertising and public relations | 7 | 1 | 46 | 54 |
| Deposit insurance expense | — | — | 42 | 42 |
| Contract employment and outsourcing | 5 | 4 | 29 | 38 |
| Amortization of intangible assets | 35 | 1 | 2 | 38 |
| Contributions | 1 | — | 25 | 26 |
| Other expense | 80 | 27 | 151 | 258 |
| Cost allocations | 630 | 30 | (660) | — |
| Total noninterest expense | $1,443 | $320 | $311 | $2,074 |
| December 31, 2024 | ||||
|---|---|---|---|---|
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
| Noninterest expense: | ||||
| Personnel expense | $539 | $196 | $402 | $1,137 |
| Net occupancy expense | 76 | 9 | 45 | 130 |
| Computer software | 32 | 5 | 84 | 121 |
| Operations services | 17 | 22 | 55 | 94 |
| Legal and professional fees | 11 | 3 | 50 | 64 |
| Advertising and public relations | 7 | 1 | 40 | 48 |
| Deposit insurance expense | — | — | 64 | 64 |
| Contract employment and outsourcing | 5 | 3 | 43 | 51 |
| Amortization of intangible assets | 39 | 2 | 3 | 44 |
| Contributions | 2 | — | 16 | 18 |
| Other expense | 96 | 27 | 141 | 264 |
| Cost allocations | 593 | 31 | (624) | — |
| Total noninterest expense | $1,417 | $299 | $319 | $2,035 |
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| Table of Contents | NOTE 19—BUSINESS SEGMENT INFORMATION |
| December 31, 2023 | ||||
|---|---|---|---|---|
| (Dollars in millions) | Commercial, Consumer & Wealth | Wholesale | Corporate | Consolidated |
| Noninterest expense: | ||||
| Personnel expense | $526 | $178 | $396 | $1,100 |
| Net occupancy expense | 72 | 9 | 42 | 123 |
| Computer software | 29 | 5 | 77 | 111 |
| Operations services | 19 | 25 | 43 | 87 |
| Legal and professional fees | 10 | 3 | 36 | 49 |
| Advertising and public relations | 7 | 1 | 63 | 71 |
| Deposit insurance expense | — | — | 122 | 122 |
| Contract employment and outsourcing | 6 | 4 | 39 | 49 |
| Amortization of intangible assets | 42 | 2 | 3 | 47 |
| Contributions | 2 | — | 59 | 61 |
| Other expense | 94 | 27 | 138 | 259 |
| Cost allocations | 565 | 23 | (588) | — |
| Total noninterest expense | $1,372 | $277 | $430 | $2,079 |
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| Table of Contents | NOTE 20—VARIABLE INTEREST ENTITIES |
Note 20—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 December 31, 2025 and 2024.
Table 8.20.1
CONSOLIDATED VIEs
| (Dollars in millions) | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Assets: | ||
| Other assets | $202 | $195 |
| Liabilities: | ||
| Other liabilities | $176 | $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 2023.
The following table summarizes the impact to income tax expense on the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 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.
Table 8.20.2
TAX CREDIT IMPACTS ON TAX EXPENSE
| (Dollars in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Income tax expense (benefit): | |||
| Amortization of qualifying investments | $66 | $65 | $54 |
| Tax credits | (78) | (70) | (55) |
| Other tax benefits related to qualifying investments | (5) | (9) | (13) |
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| Table of Contents | NOTE 20—VARIABLE INTEREST ENTITIES |
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’ 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.
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| Table of Contents | NOTE 20—VARIABLE INTEREST ENTITIES |
The following tables summarize FHN’s nonconsolidated VIEs as of December 31, 2025 and 2024.
Table 8.20.3
NONCONSOLIDATED VIEs AT DECEMBER 31, 2025
| (Dollars in millions) | MaximumLoss Exposure | LiabilityRecognized | Classification |
|---|---|---|---|
| Type: | |||
| Low income housing partnerships | $733 | $260 | (a) |
| Other tax credit investments (b) | 92 | 74 | Other assets |
| Small issuer trust preferred holdings (c) | 166 | — | Loans and leases |
| On-balance sheet trust preferred securitization | 25 | 89 | (d) |
| Holdings of agency mortgage-backed securities (c) | 8,405 | — | (e) |
| Commercial loan modifications to borrowers experiencing financial difficulty (f) | 478 | — | Loans and leases |
| Proprietary trust preferred issuances (g) | — | 167 | Term borrowings |
(a) Maximum loss exposure represents $473 million of current investments and $260 million of accrued contractual funding commitments. Current investments are recognized in other assets. Accrued funding commitments represent unconditional contractual obligations for future funding events and are recognized in other liabilities. FHN currently expects to be required to fund substantially all of 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 $1 million classified as trading securities, which are offset by $89 million classified as term borrowings.
(e) Includes $678 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 $478 million of current receivables with $1 million in 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.
Table 8.20.4
NONCONSOLIDATED VIEs AT DECEMBER 31, 2024
| (Dollars in millions) | MaximumLoss Exposure | LiabilityRecognized | Classification |
|---|---|---|---|
| Type: | |||
| Low income housing partnerships | $617 | $222 | (a) |
| Other tax credit investments (b) | 90 | 73 | Other assets |
| Small issuer trust preferred holdings (c) | 171 | — | Loans and leases |
| On-balance sheet trust preferred securitization | 26 | 88 | (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) | — | 167 | Term borrowings |
(a)Maximum loss exposure represents $395 million of current investments and $222 million of accrued contractual funding commitments. Current investments are recognized in other assets. Accrued funding commitments represent unconditional contractual obligations for future funding events and are recognized in other liabilities. FHN currently expects to be required to fund substantially all of 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 $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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| Table of Contents | NOTE 21—DERIVATIVES |
Note 21—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 December 31, 2025 and 2024, respectively, FHN had $243 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 revenues were $167 million, $154 million and $97 million for the years ended December 31, 2025, 2024 and 2023, respectively. Trading revenues are inclusive of both
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| Table of Contents | NOTE 21—DERIVATIVES |
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 December 31, 2025 and 2024.
Table 8.21.1
DERIVATIVES ASSOCIATED WITH TRADING
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Customer interest rate contracts | $4,301 | $22 | $104 |
| Offsetting upstream interest rate contracts | 4,446 | 70 | 22 |
| Forwards and futures purchased | 1,937 | 7 | — |
| Forwards and futures sold | 2,210 | — | 8 |
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Customer interest rate contracts | $4,096 | $8 | $190 |
| Offsetting upstream interest rate contracts | 4,265 | 134 | 9 |
| Forwards and futures purchased | 1,421 | 1 | 6 |
| Forwards and futures sold | 1,426 | 7 | — |
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 December 31, 2025 and 2024.
Table 8.21.2
DERIVATIVES ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Customer Interest Rate Contracts Hedging | |||
| Hedging Instruments and Hedged Items: | |||
| Customer interest rate contracts | $7,851 | $43 | $185 |
| Offsetting upstream interest rate contracts | 8,151 | 184 | 43 |
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Customer Interest Rate Contracts Hedging | |||
| Hedging Instruments and Hedged Items: | |||
| Customer interest rate contracts | $8,301 | $10 | $372 |
| Offsetting upstream interest rate contracts | 8,301 | 369 | 11 |
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The following table summarizes gains (losses) on FHN’s derivatives associated with interest rate risk management activities for the years ended December 31, 2025, 2024, and 2023.
Table 8.21.3
DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH INTEREST RATE RISK MANAGEMENT
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (Dollars in millions) | Gains (Losses) | Gains (Losses) | Gains (Losses) |
| Customer Interest Rate Contracts Hedging | |||
| Hedging Instruments and Hedged Items: | |||
| Customer interest rate contracts (a) | $220 | $10 | $195 |
| Offsetting upstream interest rate contracts (a) | (220) | (10) | (195) |
(a)Gains (losses) included in other expense within the Consolidated Statements of Income.
Cash Flow Hedges
Prior to 2021, FHN entered into pay floating, receive fixed interest rate swaps designed to manage its exposure to the variability in cash flows related to interest payments on debt instruments. The debt instruments primarily consist of held-to-maturity commercial loans that have variable interest payments that historically were based on 1-Month LIBOR. In second quarter 2023, the remaining hedge was revised to reference 1-Month Term SOFR after the cessation of LIBOR-based cash flows. This hedge matured in first quarter 2024. In conjunction with the IBKC merger, FHN acquired interest rate contracts (floors and collars) which were re-designated as cash flow hedges. The debt instruments associated with these hedges also primarily consisted of held-to-maturity commercial loans that had variable interest payments that were based on 1-Month LIBOR. The last hedge acquired in conjunction with the IBKC merger matured in second quarter 2023.
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 December 31, 2025 and 2024.
Table 8.21.4
DERIVATIVES ASSOCIATED WITH CASH FLOW HEDGES
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Cash Flow Hedges | |||
| Hedging Instruments: | |||
| Interest rate contracts | $5,000 | $— | $14 |
| Hedged Items: | |||
| Variability in cash flows related to debt instruments (primarily loans) | N/A | $5,000 | N/A |
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| 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 | $5,000 | N/A |
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The following table summarizes gains (losses) on FHN’s derivatives associated with cash flow hedges for the years ended December 31, 2025, 2024, and 2023.
Table 8.21.5
DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH CASH FLOW HEDGES
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (Dollars in millions) | Gains (Losses) | Gains (Losses) | Gains (Losses) |
| Cash Flow Hedges | |||
| Hedging Instruments: | |||
| Interest rate contracts (a) | $69 | $(19) | $45 |
| Gain (loss) recognized in other comprehensive income (loss) | 17 | (63) | (5) |
| Gain (loss) reclassified from AOCI into interest income | 35 | 49 | 52 |
(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.
Table 8.21.6
DERIVATIVES ASSOCIATED WITH MORTGAGE BANKING HEDGES
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Mortgage Banking Hedges | |||
| Option contracts written | $82 | $1 | $— |
| Forward contracts written | 135 | — | — |
| (Dollars in millions) | Notional | Assets | Liabilities |
|---|---|---|---|
| Mortgage Banking Hedges | |||
| Option contracts written | $51 | $— | $— |
| Forward contracts written | 100 | 1 | — |
The following table summarizes gains (losses) on FHN's derivatives associated with mortgage banking activities for the years ended December 31, 2025, 2024 and 2023.
Table 8.21.7
DERIVATIVE GAINS (LOSSES) ASSOCIATED WITH MORTGAGE BANKING HEDGES
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (Dollars in millions) | Gains (Losses) | Gains (Losses) | Gains (Losses) |
| Mortgage Banking Hedges | |||
| Option contracts written | $(2) | $1 | $— |
| Forward contracts written | (1) | (2) | 1 |
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 December 31, 2025 and 2024, the derivative liabilities associated with the sales of Visa Class
B shares were $25 million and $15 million, respectively. For the years ended December 31, 2025 and 2024, FHN recognized $25 million and $15 million, respectively, in derivative valuation adjustments related to prior sales of Visa Class B shares. See Note 23 - Fair Value of Assets and
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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 December 31, 2025 and 2024, these loans were valued at $19 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 December 31, 2025 and 2024, the notional values of FHN’s risk participations were $184 million and $268 million of derivative assets and $1.0 billion 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 December 31, 2025 and 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 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 $10 million of assets and $92 million of liabilities on December 31, 2025, and $5 million of assets and $187 million of liabilities on December 31, 2024. As of December 31, 2025 and 2024, FHN had
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| Table of Contents | NOTE 21—DERIVATIVES |
received collateral of $68 million and $82 million and posted collateral of $52 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 $11 million of assets and $92 million of liabilities on December 31, 2025, and $6 million of assets and $187 million of liabilities on December 31, 2024. As of December 31, 2025 and 2024, FHN had received collateral of $68 million and $82 million and posted collateral of $52 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.
The following table provides details of derivative assets and collateral received as presented on the Consolidated Balance Sheets as of December 31, 2025 and 2024.
Table 8.21.8
DERIVATIVE ASSETS & COLLATERAL RECEIVED
| Gross amounts not offset in the Balance Sheets | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Gross amountsof recognizedassets | Gross amountsoffset in theBalance Sheets | Net amounts ofassets presentedin the Balance Sheets (a) | Derivative liabilitiesavailable foroffset | Collateralreceived | Net amount |
| Derivative assets: | ||||||
| Interest rate derivative contracts | $320 | $— | $320 | $(79) | $(209) | $32 |
| Forward contracts | 7 | — | 7 | (4) | (1) | 2 |
| $327 | $— | $327 | $(83) | $(210) | $34 | |
| Interest rate derivative contracts | $522 | $— | $522 | $(73) | $(436) | $13 |
| Forward contracts | 8 | — | 8 | (3) | (4) | 1 |
| $530 | $— | $530 | $(76) | $(440) | $14 | |
(a)Included in other assets on the Consolidated Balance Sheets. As of December 31, 2025 and 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.
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The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Balance Sheets as of December 31, 2025 and 2024.
Table 8.21.9
DERIVATIVE LIABILITIES & COLLATERAL PLEDGED
| Gross amounts not offset in the Balance Sheets | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Gross amountsof recognizedliabilities | Gross amountsoffset in theBalance Sheets | Net amounts ofliabilities presentedin the Balance Sheets (a) | Derivative assetsavailable foroffset | Collateralpledged | Net amount |
| Derivative liabilities: | ||||||
| Interest rate derivative contracts | $368 | $— | $368 | $(79) | $(94) | $195 |
| Forward contracts | 8 | — | 8 | (4) | (4) | — |
| $376 | $— | $376 | $(83) | $(98) | $195 | |
| Interest rate derivative contracts | $649 | $— | $649 | $(73) | $(168) | $408 |
| Forward contracts | 6 | — | 6 | (3) | (1) | 2 |
| $655 | $— | $655 | $(76) | $(169) | $410 | |
(a)Included in other liabilities on the Consolidated Balance Sheets. As of December 31, 2025 and 2024, $26 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 22—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 December 31, 2025 and 2024.
Table 8.22.1
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
| Gross amounts not offset in theBalance Sheets | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Gross amountsof recognizedassets | Gross amountsoffset in theBalance Sheets | Net amounts ofassets presentedin the Balance Sheets | Offsettingsecurities soldunder agreementsto repurchase | Securities collateral(not recognized onFHN’s Balance Sheets) | Net amount |
| Securities purchased under agreements to resell: | ||||||
| 2025 | $613 | $— | $613 | $(5) | $(604) | $4 |
| 2024 | 572 | — | 572 | — | (567) | 5 |
The following table provides details of securities sold under agreements to repurchase and collateral pledged by FHN as of December 31, 2025 and 2024.
Table 8.22.2
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
| Gross amounts not offset in theBalance Sheets | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Gross amountsof recognizedliabilities | Gross amountsoffset in theBalance Sheets | Net amounts ofliabilities presentedin the Balance Sheets | Offsetting securitiespurchased underagreements to resell | Securities/governmentguaranteed loanscollateral | Net amount |
| Securities sold under agreements to repurchase: | ||||||
| 2025 | $1,973 | $— | $1,973 | $(5) | $(1,968) | $— |
| 2024 | 2,096 | — | 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 December 31, 2025 and 2024.
Table 8.22.3
MATURITIES OF SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
| December 31, 2025 | |||
|---|---|---|---|
| (Dollars in millions) | Overnight andContinuous | Up to 30 Days | Total |
| Securities sold under agreements to repurchase: | |||
| U.S. treasuries | $5 | $— | $5 |
| Government agency issued MBS | 1,558 | — | 1,558 |
| Government agency issued CMO | 386 | — | 386 |
| Other U.S. government agencies | 24 | — | 24 |
| Total securities sold under agreements to repurchase | $1,973 | $— | $1,973 |
| December 31, 2024 | |||
| (Dollars in millions) | Overnight andContinuous | Up to 30 Days | Total |
| Securities sold under agreements to repurchase: | |||
| Government agency issued MBS | $1,535 | $— | $1,535 |
| Government agency issued CMO | 561 | — | 561 |
| Total securities sold under agreements to repurchase | $2,096 | $— | $2,096 |
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Note 23—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 December 31, 2025 and 2024.
Table 8.23.1
ASSETS & LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Trading securities: | ||||
| U.S. treasuries | $— | $8 | $— | $8 |
| Government agency issued MBS | — | 352 | — | 352 |
| Government agency issued CMO | — | 326 | — | 326 |
| Other U.S. government agencies | — | 157 | — | 157 |
| States and municipalities | — | 86 | — | 86 |
| Corporate and other debt | — | 930 | — | 930 |
| SBA interest-only strips | — | — | 45 | 45 |
| Total trading securities | — | 1,859 | 45 | 1,904 |
| Loans held for sale (elected fair value) | — | 137 | 14 | 151 |
| Securities available for sale: | ||||
| Government agency issued MBS | — | 3,641 | — | 3,641 |
| Government agency issued CMO | — | 2,869 | — | 2,869 |
| Other U.S. government agencies | — | 1,317 | — | 1,317 |
| States and municipalities | — | 338 | — | 338 |
| Total securities available for sale | — | 8,165 | — | 8,165 |
| Other assets: | ||||
| Deferred compensation mutual funds | 110 | — | — | 110 |
| Equity, mutual funds, and other | 37 | — | — | 37 |
| Derivatives, forwards and futures | 7 | — | — | 7 |
| Derivatives, interest rate contracts | — | 320 | — | 320 |
| Total other assets | 154 | 320 | — | 474 |
| Total assets | $154 | $10,481 | $59 | $10,694 |
| Trading liabilities: | ||||
| U.S. treasuries | $— | $492 | $— | $492 |
| Corporate and other debt | — | 115 | — | 115 |
| Total trading liabilities | — | 607 | — | 607 |
| Other liabilities: | ||||
| Derivatives, forwards and futures | 9 | — | — | 9 |
| Derivatives, interest rate contracts | — | 368 | — | 368 |
| Derivatives, other | — | — | 25 | 25 |
| Total other liabilities | 9 | 368 | 25 | 402 |
| Total liabilities | $9 | $975 | $25 | $1,009 |
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| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| 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 | — | — | 23 | 23 |
| Total trading securities | — | 1,364 | 23 | 1,387 |
| Loans held for sale (elected fair value) | — | 69 | 16 | 85 |
| 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 funds | 111 | — | — | 111 |
| Equity, mutual funds, and other | 35 | — | — | 35 |
| Derivatives, forwards and futures | 8 | — | — | 8 |
| Derivatives, interest rate contracts | — | 522 | — | 522 |
| Derivatives, other | — | 1 | — | 1 |
| Total other assets | 154 | 523 | — | 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 futures | 6 | — | — | 6 |
| Derivatives, interest rate contracts | — | 649 | — | 649 |
| Derivatives, other | — | 1 | 15 | 16 |
| Total other liabilities | 6 | 650 | 15 | 671 |
| 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 years ended December 31, 2025, 2024 and 2023 on a recurring basis are summarized as follows.
Table 8.23.2
CHANGES IN LEVEL 3 ASSETS & LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
| (Dollars in millions) | SBA interest-only strips | Loans held for sale | Net derivativeliabilities |
|---|---|---|---|
| Balance on January 1, 2025 | $23 | $16 | $(15) |
| Total net gains (losses) included in net income | (6) | 1 | (25) |
| Purchases | — | 2 | — |
| Sales | (11) | (5) | — |
| Settlements | — | (1) | 15 |
| Net transfers into (out of) Level 3 | 39(b) | 1 | — |
| Balance on December 31, 2025 | $45 | $14 | $(25) |
| Net unrealized gains (losses) included in net income | $(2)(c) | $1(a) | $(25)(d) |
| (Dollars in millions) | SBA interest-only strips | Loans held for sale | Net derivativeliabilities |
|---|---|---|---|
| Balance on January 1, 2024 | $13 | $26 | $(23) |
| Total net gains (losses) included in net income | (5) | 1 | (15) |
| Purchases | — | 2 | — |
| Sales | (17) | (13) | — |
| Settlements | — | (2) | 23 |
| Net transfers into (out of) Level 3 | 32(b) | 2 | — |
| Balance on December 31, 2024 | $23 | $16 | $(15) |
| Net unrealized gains (losses) included in net income | $(2)(c) | $1(a) | $(15)(d) |
| (Dollars in millions) | SBA interest-only strips | Loans held for sale | Net derivativeliabilities |
|---|---|---|---|
| Balance on January 1, 2023 | $25 | $22 | $(27) |
| Total net gains (losses) included in net income | (12) | 4 | (15) |
| Purchases | — | 3 | — |
| Sales | (54) | (3) | — |
| Settlements | — | (2) | 19 |
| Net transfers into (out of) Level 3 | 54(b) | 2 | — |
| Balance on December 31, 2023 | $13 | $26 | $(23) |
| Net unrealized gains (losses) included in net income | $(1)(c) | $4(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 Table 8.23.3.
(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 December 31, 2025, 2024 and 2023.
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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 December 31, 2025, 2024 and 2023, respectively, the following table provides the level of valuation assumptions used to determine each adjustment and the related carrying value.
Table 8.23.3
LEVEL OF VALUATION ASSUMPTIONS FOR ASSETS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS
| Carrying value at December 31, 2025 · Year Ended December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) · Level 1 · Level 2 · Level 3 · Total · Net gains (losses) | ||||||
| Loans held for sale—SBAs and USDA | $— | $233 | $— | $233 | $— | |
| Loans and leases (a) | — | — | 370 | 370 | (64) | |
| OREO (b) | — | — | 3 | 3 | — | |
| $(64) | ||||||
| Carrying value at December 31, 2024 · Year Ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) · Level 1 · Level 2 · Level 3 · Total · Net gains (losses) | ||||||
| Loans held for sale—SBAs and USDA | $— | $438 | $— | $438 | $(1) | |
| Loans and leases (a) | — | — | 344 | 344 | (73) | |
| OREO (b) | — | — | 3 | 3 | — | |
| $(74) | ||||||
| Carrying value at December 31, 2023 · Year Ended December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| (Dollars in millions) · Level 1 · Level 2 · Level 3 · Total · Net gains (losses) | ||||||
| Loans held for sale—SBAs and USDA | $— | $406 | $— | $406 | $(3) | |
| Loans and leases (a) | — | — | 245 | 245 | (42) | |
| OREO (b) | — | — | 4 | 4 | — | |
| Other assets (c) | — | — | 90 | 90 | (7) | |
| $(52) | ||||||
(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.
(c)Represents tax credit investments accounted for under the equity method.
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.
In 2025, FHN recognized $1 million of leased asset impairments, and fixed asset impairments were immaterial. Fixed asset and leased asset impairments were immaterial for the years ended December 31, 2024 and 2023.
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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 December 31, 2025 and 2024.
Table 8.23.4
UNOBSERVABLE INPUTS USED IN LEVEL 3 FAIR VALUE MEASUREMENTS
| (Dollars in millions) | Values Utilized | ||||
|---|---|---|---|---|---|
| Level 3 Class | Fair Value at December 31, 2025 | Valuation Techniques | Unobservable Input | Range | Weighted Average (c) |
| Trading securities - SBA interest-only strips | $45 | Discounted cash flow | Constant prepayment rate | 16% - 30% | 17% |
| Bond equivalent yield | 4% - 14% | 14% | |||
| Loans held for sale - residential real estate | $14 | Discounted cash flow | Prepayment speeds - First mortgage | 2% - 7% | 3% |
| Foreclosure losses | 64% - 65% | 64% | |||
| Loss severity trends - First mortgage | 0.0% - 1.3% of UPB | 0.5% | |||
| Derivative liabilities, other | $25 | Discounted cash flow | Visa covered litigation resolution amount | $3.7 billion - $4.5 billion | $4.2 billion |
| Probability of resolution scenarios | 10% - 25% | 20% | |||
| Time until resolution · 18 - 48 months · 35 months | |||||
| Loans and leases (a) | $370 | Appraisals from comparable properties | Marketability adjustments for specific properties | 0% - 25% of appraisal | NM |
| 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) | $3 | Appraisals from comparable properties | Adjustment for value changes since appraisal | 0% - 10% of appraisal | NM |
NM - Not meaningful
(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 Class | Fair Value at December 31, 2024 | Valuation Techniques | Unobservable Input | Range | Weighted Average (c) |
| Trading securities - SBA interest-only strips | $23 | Discounted cash flow | Constant prepayment rate | 16% - 30% | 17% |
| Bond equivalent yield | 3% - 18% | 17% | |||
| Loans held for sale - residential real estate | $16 | Discounted cash flow | Prepayment speeds - First mortgage | 2% - 6% | 3% |
| Foreclosure losses | 63% - 71% | 64% | |||
| Loss severity trends - First mortgage | 0.0% - 0.2% of UPB | 0.1% | |||
| Derivative liabilities, other | $15 | Discounted cash flow | Visa covered litigation resolution amount | $3.1 billion - $4.1 billion | $3.8 billion |
| Probability of resolution scenarios | 10% - 25% | 18% | |||
| Time until resolution · 6 - 36 months · 23 months | |||||
| Loans and leases (a) | $344 | Appraisals from comparable properties | Marketability adjustments for specific properties | 0% - 25% of appraisal | NM |
| 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) | $3 | Appraisals from comparable properties | Adjustment for value changes since appraisal | 0% - 10% of appraisal | NM |
NM - Not meaningful
(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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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.
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 flow 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, 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.
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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.
Table 8.23.5
DIFFERENCES BETWEEN FAIR VALUE CARRYING AMOUNTS AND CONTRACTUAL AMOUNTS OF
RESIDENTIAL REAL ESTATE LOANS REPORTED AT FAIR VALUE
| (Dollars in millions) | Fair valuecarryingamount | Aggregateunpaidprincipal | Fair value carrying amountless aggregate unpaidprincipal |
|---|---|---|---|
| Residential real estate loans held for sale reported at fair value: | |||
| Total loans | $151 | $154 | $(3) |
| Nonaccrual loans | 9 | 12 | (3) |
| (Dollars in millions) | Fair valuecarryingamount | Aggregateunpaidprincipal | Fair value carrying amountless aggregate unpaidprincipal |
| Residential real estate loans held for sale reported at fair value: | |||
| Total loans | $85 | $89 | $(4) |
| Nonaccrual loans | 3 | 5 | (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.
Table 8.23.6
CHANGES IN FAIR VALUE RECOGNIZED IN NET INCOME
| Year Ended December 31, | |||
|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2023 |
| Changes in fair value included in net income: | |||
| Mortgage banking noninterest income | |||
| Loans held for sale | $2 | $1 | $1 |
For the years ended December 31, 2025, 2024 and 2023, 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 the bid price in the bid-ask spread. Short positions are valued at the ask price. Inventory
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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 in 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 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
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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. 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 is 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 December 31, 2025 and 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. 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
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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 December 31, 2025 and 2024.
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Table 8.23.7
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 | $35,570 | $— | $— | $35,401 | $35,401 |
| Commercial real estate | 13,386 | — | — | 13,289 | 13,289 |
| Consumer: | |||||
| Consumer real estate | 13,902 | — | — | 13,707 | 13,707 |
| Credit card and other | 560 | — | — | 558 | 558 |
| Total loans and leases, net of allowance for loan and lease losses | 63,418 | — | — | 62,955 | 62,955 |
| Short-term financial assets: | |||||
| Interest-bearing deposits with banks | 1,125 | 1,125 | — | — | 1,125 |
| Federal funds sold | 21 | — | 21 | — | 21 |
| Securities purchased under agreements to resell | 613 | — | 613 | — | 613 |
| Total short-term financial assets | 1,759 | 1,125 | 634 | — | 1,759 |
| Trading securities (a) | 1,904 | — | 1,859 | 45 | 1,904 |
| Loans held for sale: | |||||
| Mortgage loans (elected fair value) | 151 | — | 137 | 14 | 151 |
| USDA & SBA loans - LOCOM | 233 | — | 233 | — | 233 |
| Mortgage loans - LOCOM | 22 | — | — | 22 | 22 |
| Total loans held for sale | 406 | — | 370 | 36 | 406 |
| Securities available for sale (a) | 8,165 | — | 8,165 | — | 8,165 |
| Securities held to maturity | 1,216 | — | 1,073 | — | 1,073 |
| Derivative assets (a) | 327 | 7 | 320 | — | 327 |
| Other assets: | |||||
| Tax credit investments | 824 | — | — | 758 | 758 |
| Deferred compensation mutual funds | 110 | 110 | — | — | 110 |
| Equity, mutual funds, and other (b) | 281 | 37 | — | 244 | 281 |
| Total other assets | 1,215 | 147 | — | 1,002 | 1,149 |
| Total assets | $78,410 | $1,279 | $12,421 | $64,038 | $77,738 |
| Liabilities: | |||||
| Defined maturity deposits | $6,485 | $— | $6,466 | $— | $6,466 |
| Trading liabilities (a) | 607 | — | 607 | — | 607 |
| Short-term financial liabilities: | |||||
| Federal funds purchased | 1,039 | — | 1,039 | — | 1,039 |
| Securities sold under agreements to repurchase | 1,973 | — | 1,973 | — | 1,973 |
| Other short-term borrowings | 242 | — | 242 | — | 242 |
| Total short-term financial liabilities | 3,254 | — | 3,254 | — | 3,254 |
| Term borrowings: | |||||
| Real estate investment trust-preferred | 47 | — | — | 47 | 47 |
| Notes payable—New Market Tax Credit investments | 74 | — | — | 73 | 73 |
| Secured borrowings | 12 | — | — | 12 | 12 |
| Junior subordinated debentures | 153 | — | — | 150 | 150 |
| Other long-term borrowings | 1,035 | — | 1,058 | — | 1,058 |
| Total term borrowings | 1,321 | — | 1,058 | 282 | 1,340 |
| Derivative liabilities (a) | 402 | 9 | 368 | 25 | 402 |
| Total liabilities | $12,069 | $9 | $11,753 | $307 | $12,069 |
(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 $41 million and FRB stock of $203 million.
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| 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 estate | 14,194 | — | — | 13,894 | 13,894 |
| Consumer: | |||||
| Consumer real estate | 13,826 | — | — | 13,262 | 13,262 |
| Credit card and other | 647 | — | — | 657 | 657 |
| Total loans and leases, net of allowance for loan and lease losses | 61,750 | — | — | 60,324 | 60,324 |
| Short-term financial assets: | |||||
| Interest-bearing deposits with banks | 1,538 | 1,538 | — | — | 1,538 |
| Federal funds sold | 59 | — | 59 | — | 59 |
| Securities purchased under agreements to resell | 572 | — | 572 | — | 572 |
| Total short-term financial assets | 2,169 | 1,538 | 631 | — | 2,169 |
| Trading securities (a) | 1,387 | — | 1,364 | 23 | 1,387 |
| Loans held for sale: | |||||
| Mortgage loans (elected fair value) | 85 | — | 69 | 16 | 85 |
| USDA & SBA loans - LOCOM | 439 | — | 439 | — | 439 |
| Mortgage loans - LOCOM | 27 | — | — | 27 | 27 |
| Total loans held for sale | 551 | — | 508 | 43 | 551 |
| Securities available for sale (a) | 7,896 | — | 7,896 | — | 7,896 |
| Securities held to maturity | 1,270 | — | 1,083 | — | 1,083 |
| Derivative assets (a) | 531 | 8 | 523 | — | 531 |
| Other assets: | |||||
| Tax credit investments | 706 | — | — | 692 | 692 |
| Deferred compensation mutual funds | 111 | 111 | — | — | 111 |
| Equity, mutual funds, and other (b) | 289 | 35 | — | 254 | 289 |
| Total other assets | 1,106 | 146 | — | 946 | 1,092 |
| 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 purchased | 259 | — | 259 | — | 259 |
| Securities sold under agreements to repurchase | 2,096 | — | 2,096 | — | 2,096 |
| Other short-term borrowings | 1,045 | — | 1,045 | — | 1,045 |
| Total short-term financial liabilities | 3,400 | — | 3,400 | — | 3,400 |
| Term borrowings: | |||||
| Real estate investment trust-preferred | 47 | — | — | 47 | 47 |
| Notes payable—New Market Tax Credit investments | 74 | — | — | 70 | 70 |
| Secured borrowings | 37 | — | — | 37 | 37 |
| Junior subordinated debentures | 151 | — | — | 142 | 142 |
| Other long-term borrowings | 886 | — | 866 | — | 866 |
| Total term borrowings | 1,195 | — | 866 | 296 | 1,162 |
| Derivative liabilities (a) | 671 | 6 | 650 | 15 | 671 |
| 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.
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The following table presents the contractual amount and fair value of unfunded loan commitments and standby and other commitments as of December 31, 2025 and 2024.
Table 8.23.8
UNFUNDED COMMITMENTS
| Contractual Amount | Fair Value | |||
|---|---|---|---|---|
| (Dollars in millions) | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
| Unfunded Commitments: | ||||
| Loan commitments | $21,676 | $20,992 | $1 | $1 |
| Standby and other commitments | 804 | 753 | 10 | 9 |
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Note 24—Parent Company Financial Information
Following are statements of the parent company.
Parent Company Balance Sheets
| December 31, | ||
|---|---|---|
| (Dollars in millions) | 2025 | 2024 |
| Assets: | ||
| Cash | $608 | $837 |
| Notes receivable | 3 | 3 |
| Investments in subsidiaries: | ||
| Bank | 8,894 | 8,487 |
| Non-bank | 70 | 61 |
| Other assets | 258 | 251 |
| Total assets | $9,833 | $9,639 |
| Liabilities and equity: | ||
| Accrued employee benefits and other liabilities | $489 | $473 |
| Term borrowings | 497 | 350 |
| Total liabilities | 986 | 823 |
| Total equity | 8,847 | 8,816 |
| Total liabilities and equity | $9,833 | $9,639 |
Parent Company Statements of Income
| Year Ended December 31, | |||
|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2023 |
| Dividend income: | |||
| Bank | $1,005 | $1,110 | $220 |
| Non-bank | 5 | — | — |
| Total dividend income | 1,010 | 1,110 | 220 |
| Other income | — | 1 | 226 |
| Total income | 1,010 | 1,111 | 446 |
| Interest expense - term borrowings | 29 | 15 | 21 |
| Personnel and other expense | 110 | 111 | 114 |
| Total expense | 139 | 126 | 135 |
| Income before income taxes | 871 | 985 | 311 |
| Income tax expense (benefit) | (27) | (27) | 24 |
| Income before equity in undistributed net income (loss) of subsidiaries | 898 | 1,012 | 287 |
| Equity in undistributed net income (loss) of subsidiaries: | |||
| Bank | 88 | (238) | 613 |
| Non-bank | (4) | 1 | (3) |
| Net income attributable to the controlling interest | $982 | $775 | $897 |
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Parent Company Statements of Cash Flows
| Year Ended December 31, | |||
|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | 2023 |
| Operating activities: | |||
| Net income | $982 | $775 | $897 |
| Less undistributed net income (loss) of subsidiaries | 84 | (237) | 610 |
| Income before undistributed net income (loss) of subsidiaries | 898 | 1,012 | 287 |
| Adjustments to reconcile income to net cash provided by operating activities: | |||
| Deferred income tax expense | 16 | 15 | 8 |
| Stock-based compensation expense | 61 | 59 | 36 |
| Other operating activities, net | (17) | (18) | — |
| Total adjustments | 60 | 56 | 44 |
| Net cash provided by operating activities | 958 | 1,068 | 331 |
| Investing activities: | |||
| Proceeds from sales and prepayments of securities | 11 | 3 | 21 |
| Purchases of securities | (1) | (1) | (1) |
| (Investment in) return on subsidiary | (12) | (9) | (10) |
| Net cash (used in) provided by investing activities | (2) | (7) | 10 |
| Financing activities: | |||
| Preferred stock redemption | (80) | (100) | — |
| Cash dividends paid - preferred stock | (26) | (29) | (32) |
| Common stock: | |||
| Stock options exercised | 6 | 9 | 5 |
| Cash dividends paid | (314) | (332) | (335) |
| Repurchase of shares | (918) | (626) | (10) |
| Proceeds from issuance of term borrowings | 497 | — | — |
| Repayment of term borrowings | (350) | — | (450) |
| Net cash used in financing activities | (1,185) | (1,078) | (822) |
| Net decrease in cash and cash equivalents | (229) | (17) | (481) |
| Cash and cash equivalents at beginning of year | 837 | 854 | 1,335 |
| Cash and cash equivalents at end of year | $608 | $837 | $854 |
| Total interest paid | $31 | $26 | $33 |
| Income taxes received from (paid to) subsidiaries | 27 | 60 | (46) |
| Federal excise taxes paid | 6 | — | — |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.