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TABLE OF ITEM 2 TOPICS
Introduction 71
Executive Overview 71
Results of Operations 73
Analysis of Financial Condition 83
Capital 94
Risk Management 97
Market Uncertainties and Prospective Trends 101
Critical Accounting Policies and Estimates 104
Accounting Changes 104
Non-GAAP Information 106
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Introduction
First Horizon Corporation (NYSE common stock trading symbol “FHN”) is a financial holding company headquartered in Memphis, Tennessee. FHN’s principal subsidiary, and only banking subsidiary, is First Horizon Bank. Through the Bank and other subsidiaries, FHN offers commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, capital markets, fixed income, and mortgage banking services.
At June 30, 2026, FHN had over 450 business locations in 23 states, including over 400 banking centers in 12 states, and employed approximately 7,400 associates.
This MD&A should be read in conjunction with the accompanying unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1, as well as other information contained in this document and FHN's 2025 Annual Report on Form 10-K.
Executive Overview
Significant Events and Transactions
On May 1, 2026, FHN redeemed all outstanding shares of its Series C Preferred Stock with a carrying value of $59 million. Prior to the redemption, the Series C Preferred
Stock qualified as Tier 1 capital. For more information, see Note 7 — Preferred Stock in the Consolidated Financial Statements in Part I, Item 1 of this report.
Financial Performance Summary
Table I.2.1
SELECTED FINANCIAL DATA
As of or for the three months ended As of or for the six months ended
(Dollars in millions, except per share data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Pre-provision net revenue (a) $ 355 $ 339 $ 713 $ 664
Diluted earnings per common share $ 0.54 $ 0.45 $ 1.07 $ 0.86
Return on average assets (b) 1.31 % 1.20 % 1.30 % 1.16 %
Return on average common equity (c) 12.33 % 11.14 % 12.30 % 10.72 %
Return on average tangible common equity (a) (d) 15.21 % 13.85 % 15.17 % 13.33 %
Net interest margin (e) 3.49 % 3.40 % 3.50 % 3.41 %
Noninterest income to total revenue (f) 23.73 % 22.73 % 23.19 % 22.51 %
Efficiency ratio (g) 59.88 % 59.20 % 59.22 % 59.63 %
Allowance for loan and lease losses to total loans and leases 1.09 % 1.29 % 1.09 % 1.29 %
Net charge-offs (recoveries) to average loans and leases (annualized) 0.20 % 0.22 % 0.19 % 0.20 %
Total period-end equity to period-end assets 11.21 % 11.28 % 11.21 % 11.28 %
Tangible common equity to tangible assets (a) 8.31 % 8.58 % 8.31 % 8.58 %
Cash dividends declared per common share $ 0.17 $ 0.15 $ 0.34 $ 0.30
Book value per common share $ 17.91 $ 16.78 $ 17.91 $ 16.78
Tangible book value per common share (a) $ 14.53 $ 13.57 $ 14.53 $ 13.57
Common Equity Tier 1 10.46 % 10.99 % 10.46 % 10.99 %
Market capitalization $ 12,151 $ 10,787 $ 12,151 $ 10,787
(a) Represents a non-GAAP measure which is reconciled in the non-GAAP to GAAP reconciliation in Table I.2.28.
(b) Calculated using annualized net income divided by average assets.
(c) Calculated using annualized net income available to common shareholders divided by average common equity.
(d) Calculated using annualized net income available to common shareholders divided by average tangible common equity.
(e) Net interest margin is computed using total net interest income adjusted to an FTE basis assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes.
(f) Ratio is noninterest income excluding securities gains (losses) to total revenue excluding securities gains (losses).
(g) Ratio is noninterest expense to total revenue excluding securities gains (losses).
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Second Quarter 2026 Financial Performance Review
Second Quarter 2026 Highlights
FHN reported second quarter 2026 net income available to common shareholders of $260 million, or $0.54 per diluted share, compared to $233 million, or $0.45 per diluted share, in second quarter 2025.
Net interest income increased $35 million compared to second quarter 2025, largely driven by lower funding costs and loan growth, partially offset by lower loan yields.
Provision for credit losses was $15 million for second quarter 2026 compared to $30 million for second quarter 2025. Net charge-offs were $33 million, or 20 basis points, compared to $34 million, or 22 basis points, in second quarter 2025.
Noninterest income of $211 million for second quarter 2026 increased $22 million compared to second quarter 2025, largely driven by increases in fixed income, brokerage, management fees and commissions and deferred compensation income.
Compared with second quarter 2025, noninterest expense of $532 million increased $41 million, largely attributable to a $22 million increase in personnel expenses tied to higher salaries and benefits expense from increased associate headcount, along with higher incentive-based compensation and deferred compensation. Second quarter 2026 results also reflected higher computer software expense of $6 million and $5 million in Visa derivative valuation expense.
Year-to-Date and Period End Highlights
For the six months ended June 30, 2026, net income available to common shareholders was $518 million, or $1.07 per diluted share, compared to $446 million, or $0.86 per diluted share, for the six months ended June 30, 2025.
Net interest income increased $72 million, largely driven by lower funding costs and loan growth, partially offset by lower loan yields.
Provision for credit losses of $30 million decreased $40 million for the year-to-date period of 2026 compared to the same period of 2025. Net charge-offs were $61 million for the year-to-date period of 2026 compared to $63 million for the same period of 2025. Nonperforming loans of $531 million declined $73 million compared to December 31, 2025, as nonperforming loans in both the C&I and CRE portfolios declined. The ACL to total loans and leases ratio decreased 7 basis points to 1.24% as of June 30, 2026, compared to December 31, 2025, driven by improvements in certain macroeconomic factors, continued loan resolutions, and positive grade migration in the CRE portfolio.
Noninterest income for the year-to-date period increased $35 million, or 9%, largely from higher fixed income
revenues, brokerage, management fees and commissions, and deposit transactions and cash management fees.
Noninterest expense for the year-to-date period increased $58 million, largely attributable to an increase of $32 million in personnel expense and an increase of $11 million in computer software expense.
Period-end loans and leases of $65.3 billion increased $1.2 billion from December 31, 2025. Commercial loans increased $1.4 billion, driven by increases of $1.4 billion in the C&I portfolio and $32 million in the CRE portfolio. Consumer loans contracted by $249 million for the year-to-date period.
Period-end deposits were $68.1 billion compared to $67.5 billion as of December 31, 2025, as interest-bearing deposits increased $425 million and noninterest-bearing deposits increased $171 million.
The Common Equity Tier 1 ratio decreased 17 basis points to 10.46% at June 30, 2026, compared to 10.63% at December 31, 2025, as capital was deployed into loan growth and share repurchases. The Tier 1 risk-based capital and total risk-based capital ratios increased to 11.77% and 13.39% at June 30, 2026, respectively, compared to 11.51% and 13.35% at December 31, 2025, respectively, largely driven by the Series H Preferred Stock issuance in March 2026, partially offset by the Series C Preferred Stock redemption in May 2026.
The following portions of this MD&A focus in more detail on the results of operations for the three and six months ended June 30, 2026 and June 30, 2025, and on information about FHN's financial condition, loan and lease portfolio, liquidity, funding sources, capital, and other matters.
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Results of Operations
Net Interest Income
Net interest income is FHN's largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans, leases and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds). The level of net interest income is primarily a function of the difference between the effective yield on average interest-earning assets and the effective cost of interest-bearing liabilities. These factors are influenced by the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as economic conditions, competition for loans and deposits, the monetary policy of the FRB and market interest rates.
The following tables present the major components of net interest income and net interest margin for the three and six months ended June 30, 2026 and 2025.
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Table I.2.2
QUARTER-TO-DATE AVERAGE BALANCES, NET INTEREST INCOME & YIELDS/RATES
Three Months Ended
June 30, 2026 June 30, 2025
(Dollars in millions) Average Balance Interest Income/Expense Yield/Rate Average Balance Interest Income/Expense Yield/Rate
Assets:
Loans and leases:
Commercial loans and leases $ 50,256 $ 735 5.87 % $ 47,704 $ 738 6.21 %
Consumer loans 14,439 180 4.97 14,847 186 4.99
Total loans and leases 64,695 915 5.67 62,551 924 5.92
Loans held for sale 532 8 6.18 502 8 6.76
Investment securities 9,218 70 3.05 9,330 71 3.06
Trading securities 1,677 23 5.55 1,609 23 5.72
Federal funds sold 13 — 4.09 8 — 4.88
Securities purchased under agreements to resell 657 6 3.55 628 7 4.23
Interest-bearing deposits with banks 1,168 11 3.69 1,259 14 4.45
Total earning assets / Total interest income $ 77,960 $ 1,033 5.31 % $ 75,887 $ 1,047 5.53 %
Cash and due from banks 923 864
Goodwill and other intangible assets, net 1,603 1,638
Premises and equipment, net 544 565
Allowance for loan and lease losses (732) (828)
Other assets 3,799 3,832
Total assets $ 84,097 $ 81,958
Liabilities and Shareholders' Equity:
Interest-bearing deposits:
Savings $ 25,618 $ 138 2.17 % $ 25,899 $ 177 2.73 %
Other interest-bearing deposits 16,914 84 1.99 16,362 96 2.36
Time deposits 8,501 74 3.48 6,630 64 3.88
Total interest-bearing deposits 51,033 296 2.33 48,891 337 2.76
Federal funds purchased 1,086 10 3.75 893 10 4.50
Securities sold under agreements to repurchase 1,432 9 2.59 1,799 14 3.16
Trading liabilities 645 6 4.00 613 6 4.07
Other short-term borrowings 1,400 14 3.83 1,208 13 4.47
Term borrowings 1,319 19 5.65 1,556 22 5.60
Total interest-bearing liabilities / Total interest expense $ 56,915 $ 354 2.49 % $ 54,960 $ 402 2.94 %
Noninterest-bearing liabilities:
Noninterest-bearing deposits 15,749 15,851
Other liabilities 1,988 2,050
Total liabilities 74,652 72,861
Shareholders' equity 9,150 8,802
Noncontrolling interest 295 295
Total shareholders' equity 9,445 9,097
Total liabilities and shareholders' equity $ 84,097 $ 81,958
Net earning assets / Net interest income (TE) / Net interest spread $ 21,045 $ 679 2.82 % $ 20,927 $ 645 2.59 %
Taxable equivalent adjustment (3) 0.67 (4) 0.81
Net interest income / Net interest margin (a) $ 676 3.49 % $ 641 3.40 %
(a) Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes.
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Net interest income increased $35 million from second quarter 2025 and net interest margin increased 9 basis points to 3.49% in second quarter 2026. Net interest income benefited from lower funding costs as well as loan growth. The rate on interest-bearing liabilities decreased 45 basis points from second quarter 2025. These benefits were partially offset by the impact of lower loan yields, which decreased 25 basis points compared to the same period of 2025.
Average earning assets increased $2.1 billion from second quarter 2025, driven by average loan growth of $2.1 billion as a $2.6 billion increase in average commercial loans and leases was partially offset by a $408 million decline in average consumer loans. Average interest-bearing liabilities increased $2.0 billion, primarily driven by an increase of $2.1 billion in average interest-bearing deposits, as increases of $1.9 billion in average time deposits and $552 million in average other interest-bearing deposits were partially offset by a decrease of $281 million in average savings deposits compared to second quarter 2025.
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Table I.2.3
YEAR-TO-DATE AVERAGE BALANCES, NET INTEREST INCOME & YIELDS/RATES
Six Months Ended
June 30, 2026 June 30, 2025
(Dollars in millions) Average Balance Interest Income/Expense Yield/Rate Average Balance Interest Income/Expense Yield/Rate
Assets:
Loans and leases:
Commercial loans and leases $ 49,445 $ 1,441 5.88 % $ 47,330 $ 1,454 6.20 %
Consumer loans 14,503 361 4.98 14,771 367 4.97
Total loans and leases 63,948 1,802 5.67 62,101 1,821 5.90
Loans held for sale 505 16 6.21 510 18 6.93
Investment securities 9,336 141 3.03 9,270 141 3.04
Trading securities 1,736 47 5.40 1,526 43 5.65
Federal funds sold 10 — 4.09 7 — 4.90
Securities purchased under agreements to resell 703 13 3.55 667 14 4.23
Interest-bearing deposits with banks 1,200 22 3.69 1,262 28 4.44
Total earning assets / Total interest income $ 77,438 $ 2,041 5.30 % $ 75,343 $ 2,065 5.51 %
Cash and due from banks 930 875
Goodwill and other intangible assets, net 1,607 1,643
Premises and equipment, net 544 568
Allowance for loan and lease losses (741) (827)
Other assets 3,796 3,862
Total assets $ 83,574 $ 81,464
Liabilities and Shareholders' Equity:
Interest-bearing deposits:
Savings $ 25,882 $ 277 2.16 % $ 26,220 $ 351 2.70 %
Other interest-bearing deposits 17,294 173 2.02 16,230 188 2.34
Time deposits 7,633 130 3.44 6,480 127 3.94
Total interest-bearing deposits 50,809 580 2.30 48,930 666 2.74
Federal funds purchased 1,065 20 3.72 730 16 4.49
Securities sold under agreements to repurchase 1,519 19 2.55 1,856 29 3.17
Trading liabilities 687 13 3.90 652 14 4.18
Other short-term borrowings 1,148 22 3.81 946 21 4.44
Term borrowings 1,319 37 5.65 1,445 40 5.51
Total interest-bearing liabilities / Total interest expense $ 56,547 $ 691 2.46 % $ 54,559 $ 786 2.90 %
Noninterest-bearing liabilities:
Noninterest-bearing deposits 15,689 15,694
Other liabilities 1,992 2,107
Total liabilities 74,228 72,360
Shareholders' equity 9,051 8,809
Noncontrolling interest 295 295
Total shareholders' equity 9,346 9,104
Total liabilities and shareholders' equity $ 83,574 $ 81,464
Net earning assets / Net interest income (TE) / Net interest spread $ 20,891 $ 1,350 2.84 % $ 20,784 $ 1,279 2.61 %
Taxable equivalent adjustment (6) 0.66 (7) 0.80
Net interest income / Net interest margin (a) $ 1,344 3.50 % $ 1,272 3.41 %
(a) Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 21% and, where applicable, state income taxes.
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For the six months ended June 30, 2026, net interest income of $1.3 billion increased $72 million from the same period in 2025, largely driven by lower funding costs and loan growth, partially offset by lower loan yields.
Total average earning assets increased $2.1 billion for the six months ended June 30, 2026 compared to the same period in 2025, largely driven by average loan growth of $1.8 billion and higher average trading securities balances of $210 million.
The year-to-date net interest margin of 3.50% increased 9 basis points compared to 3.41% for the same period of 2025 as an improvement in the rate paid on interest-bearing deposits was partially offset by lower loan yields. The cost of interest-bearing deposits decreased 44 basis points and loan yields decreased 23 basis points.
Noninterest Income
The following table presents the significant components of noninterest income for the three months ended June 30, 2026 and 2025.
Table I.2.4
NONINTEREST INCOME
Three Months Ended
(Dollars in millions) June 30, 2026 June 30, 2025 $ Change % Change
Noninterest income:
Fixed income $ 46 $ 42 $ 4 10 %
Deposit transactions and cash management 43 41 2 5
Brokerage, management fees and commissions 31 26 5 19
Card and digital banking fees 18 19 (1) (5)
Other service charges and fees 15 14 1 7
Deferred compensation income 15 8 7 88
Trust services and investment management 14 13 1 8
Mortgage banking income 9 10 (1) (10)
Other income 20 16 4 25
Total noninterest income $ 211 $ 189 $ 22 12 %
Noninterest income for second quarter 2026 increased $22 million, or 12%, compared to second quarter 2025.
Fixed income of $46 million increased $4 million compared to second quarter 2025. Fixed income product revenue increased $3 million and revenue from other products increased $1 million. Average daily revenue was $594 thousand compared to $550 thousand for the same quarter of 2025, reflecting more favorable market conditions.
Brokerage, management fees and commissions increased $5 million, or 19%, largely reflecting improvements related to the outsourcing of FHN's retail brokerage and wealth management operations in second quarter 2025.
Deferred compensation income of $15 million increased $7 million, reflecting fluctuations in equity market valuations relative to the prior year.
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The following table presents the significant components of noninterest income for the six months ended June 30, 2026 and 2025.
Table I.2.5
NONINTEREST INCOME
Six Months Ended
(Dollars in millions) June 30, 2026 June 30, 2025 $ Change % Change
Noninterest income:
Fixed income $ 99 $ 91 $ 8 9 %
Deposit transactions and cash management 86 81 5 6
Brokerage, management fees and commissions 60 52 8 15
Card and digital banking fees 36 37 (1) (3)
Other service charges and fees 31 26 5 19
Trust services and investment management 27 25 2 8
Mortgage banking income 18 18 — —
Deferred compensation income 12 5 7 140
Other income 36 35 1 3
Total noninterest income $ 405 $ 370 $ 35 9 %
For the six months ended June 30, 2026, noninterest income of $405 million increased $35 million, or 9%, compared to the same period of 2025.
Fixed income increased $8 million for the six months ended June 30, 2026, compared to the same period of 2025. Fixed income product revenue increased $13 million largely driven by more favorable market conditions. Revenue from other products decreased $5 million primarily driven by decreases in revenues from loan sales.
Deposit transactions and cash management fees increased $5 million, largely driven by higher cash management fees.
Brokerage, management fees and commissions increased $8 million, or 15%, largely reflecting improvements related to the outsourcing of FHN's retail brokerage and wealth management operations in second quarter 2025.
Other service charges and fees increased $5 million, largely driven by elevated income related to the equipment finance lease business.
Deferred compensation income of $12 million increased $7 million, reflecting fluctuations in equity market valuations relative to the prior year.
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Noninterest Expense
The following table presents the significant components of noninterest expense for the three months ended June 30, 2026 and 2025.
Table I.2.6
NONINTEREST EXPENSE
Three Months Ended
(Dollars in millions) June 30, 2026 June 30, 2025 $ Change % Change
Noninterest expense:
Personnel expense $ 304 $ 282 $ 22 8 %
Computer software 40 34 6 18
Net occupancy expense 36 34 2 6
Operations services 26 23 3 13
Legal and professional fees 18 17 1 6
Advertising and public relations 17 14 3 21
Deposit insurance expense 12 12 — —
Equipment expense 11 11 — —
Amortization of intangible assets 8 10 (2) (20)
Other expense 60 54 6 11
Total noninterest expense $ 532 $ 491 $ 41 8 %
Noninterest expense of $532 million increased $41 million, or 8%, compared to second quarter 2025.
Personnel expense increased $22 million in second quarter 2026, largely reflecting a $9 million increase in salaries and benefits expense tied to higher associate headcount compared to second quarter 2025. Incentives and commissions expense increased $3 million, largely attributable to higher incentive-based compensation expense tied to the increase in fixed income revenue. Deferred compensation expense increased $10 million, reflecting higher equity market fluctuations relative to the prior year.
Computer software expense increased $6 million, largely attributable to the timing of technology-related expenditures.
The $6 million increase in other expense compared to the prior year quarter was largely attributable to $5 million in Visa derivative valuation expenses in second quarter 2026.
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The following table presents the significant components of noninterest expense for the six months ended June 30, 2026 and 2025.
Table I.2.7
NONINTEREST EXPENSE
Six Months Ended
(Dollars in millions) June 30, 2026 June 30, 2025 $ Change % Change
Noninterest expense:
Personnel expense $ 593 $ 561 $ 32 6 %
Computer software 77 66 11 17
Net occupancy expense 71 69 2 3
Operations services 52 46 6 13
Legal and professional fees 34 31 3 10
Advertising and public relations 27 24 3 13
Deposit insurance expense 25 25 — —
Equipment expense 22 22 — —
Amortization of intangible assets 16 20 (4) (20)
Other expense 119 114 5 4
Total noninterest expense $ 1,036 $ 978 $ 58 6 %
For the six months ended June 30, 2026, noninterest expense increased $58 million compared to the same period of 2025.
Personnel expense of $593 million increased $32 million, largely reflecting higher salaries and deferred compensation expenses. Higher incentive-based compensation expense tied to increased fixed income revenue was partially offset by lower equity-based compensation expense.
Computer software expense increased $11 million for the year-to-date period, largely from increased spending related to technology projects.
Operations services increased $6 million, largely attributable to higher outside computer services expense.
The $5 million increase in other expense was primarily attributable to higher contract employment and outsourcing expense in 2026. Other expense results also included $5 million in Visa derivative valuation expense in both periods.
Provision for Credit Losses
Provision for credit losses includes the provision for loan and lease losses and the provision for unfunded lending commitments. The provision for credit losses is the expense necessary to maintain the ALLL and the accrual for unfunded lending commitments at levels appropriate to absorb management’s estimate of credit losses expected over the life of the loan and lease portfolio and the portfolio of unfunded loan commitments.
Provision for credit losses was $15 million for the second quarter 2026, compared to $30 million for second quarter 2025. Net charge-offs in second quarter 2026 were $33 million, or 20 basis points, compared to $34 million, or 22 basis points, in second quarter 2025. Provision for credit losses was $30 million and $70 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
The ACL to total loans and leases ratio decreased 7 basis points to 1.24% as of June 30, 2026 from 1.31% as of December 31, 2025, driven by improvements in certain macroeconomic factors and improved CRE credit quality. For additional information about the allowance for credit losses and general asset quality trends, refer to the Asset Quality section in this MD&A.
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Income Taxes
FHN recorded income tax expense of $66 million in second quarter 2026, compared to $64 million in second quarter 2025. For the six months ended June 30, 2026 and 2025, FHN recorded income tax expense of $142 million and $127 million, respectively.
The effective tax rate was approximately 19.5% and 20.8% for the three months ended June 30, 2026 and June 30, 2025, respectively. The effective tax rate was approximately 20.8% and 21.3% for the six months ended June 30, 2026 and 2025, respectively. The effective tax rate decreased compared to the prior year period due to a higher volume of discrete excess tax benefits realized from stock-based compensation vesting events in the quarter.
FHN’s effective tax rate is favorably affected by recurring items such as tax credits and other tax benefits from tax credit investments, tax-exempt income, and bank-owned life insurance. The effective rate is unfavorably affected by the non-deductible portions of FDIC premium and executive compensation. FHN’s effective tax rate also may be affected by items that may occur in any given period but are not consistent from period to period, such as changes in unrecognized tax benefits. The rate also may be affected by items resulting from business combinations.
A deferred tax asset ("DTA") or deferred tax liability ("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 current enacted statutory tax rates to these temporary differences in future years. As of June 30, 2026, FHN’s gross DTA after valuation allowance and gross DTL were $615 million and $580 million, respectively, resulting in a net DTA of $35 million at June 30, 2026, compared with a net DTA of $92 million at December 31, 2025.
As of June 30, 2026, FHN had DTA balances related to federal and state income tax carryforwards of $22 million and $3 million, respectively, which will expire at various dates.
Based on current analysis, FHN believes that its ability to realize the net DTA is more likely than not. FHN monitors its net DTA and the need for a valuation allowance on a quarterly basis. A significant adverse change in FHN’s taxable earnings outlook could result in the need for a valuation allowance.
Business Segment Results
FHN's reportable segments include Commercial, Consumer & Wealth; Wholesale; and Corporate. See Note 12 - Business Segment Information to the Consolidated Financial Statements in Part I, Item 1 of this report for additional disclosures related to FHN's segments.
Commercial, Consumer & Wealth
Pre-tax income for second quarter 2026 increased $12 million to $400 million, compared to $388 million for second quarter 2025, largely driven by a $12 million decrease in the provision for credit losses. Total revenue increased $21 million as net interest income increased $11 million and noninterest income increased $10 million compared to second quarter 2025. The increase in net interest income was largely driven by lower rates paid on interest-bearing deposits. The increase in noninterest income was largely driven by higher brokerage, management fees and commissions; deposit transactions and cash management fees; and other service charges and fees. Noninterest expense increased $21 million compared to second quarter 2025, largely due to increased advertising and public relations and technology expenses allocated to the segment in the current year, as well as higher personnel expense tied to increased incentive-based compensation and increased salary expense reflecting higher associate headcount.
Pre-tax income of $793 million for the six months ended June 30, 2026 increased $44 million compared to the same period of 2025, largely from a $42 million decrease in the provision for credit losses. Total revenue increased $47 million, as net interest income increased $28 million and noninterest income increased $19 million. The increase in net interest income was largely driven by improvement in the cost of interest-bearing deposits. The increase in noninterest income was largely driven by higher brokerage, management fees and commissions; deposit transactions and cash management fees; and other service charges and fees. Noninterest expense increased $45 million, largely attributable to increased advertising and public relations and technology expenses allocated to the segment in the current year, as well as higher personnel expense tied to increased incentive-based compensation and increased salary expense reflecting higher associate headcount, partially offset by lower other expenses.
Wholesale
Pre-tax income in the Wholesale segment decreased $7 million compared to second quarter 2025. Revenue increased $14 million, as net interest income increased $9 million and noninterest income increased $5 million compared to second quarter 2025. The increase in net interest income was largely driven by commercial loan
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growth, primarily loans to mortgage companies. The increase in noninterest income was largely driven by a $4 million increase in fixed income, reflecting higher ADR tied to more favorable market conditions during second quarter 2026 and higher other product revenue. Provision for credit losses increased $17 million and noninterest expense increased $4 million compared to second quarter 2025.
Pre-tax income of $57 million for the six months ended June 30, 2026 decreased $4 million from the same period of 2025, largely reflecting a $23 million increase in the provision for credit losses and a $12 million increase in noninterest expense, partially offset by a $31 million increase in revenue. The increase in noninterest expense was largely attributable to higher personnel expense tied to an increase in incentive-based compensation from growth in fixed income. The increase in revenue was largely a result of higher net interest income of $22 million, primarily driven by growth in loans to mortgage companies. Noninterest income also increased $9 million, driven by higher fixed income of $8 million.
Corporate
Pre-tax loss for the Corporate segment was $83 million for second quarter 2026 compared to $109 million for second quarter 2025, reflecting a $22 million increase in total revenues and a $20 million decrease in the provision for credit losses, partially offset by a $16 million increase in noninterest expense. The increase in revenue was driven by lower net interest expense of $15 million and higher noninterest income of $7 million. The increase in noninterest expense was largely attributable to higher personnel expense as a result of increased deferred compensation expense and higher Visa derivative valuation expenses of $5 million compared to second quarter 2025.
Pre-tax loss was $167 million for the six months ended June 30, 2026 compared to $216 million for the same period of 2025. The decrease in loss was driven by higher total revenues of $29 million and a decrease in provision for credit losses of $21 million, partially offset by a $1 million increase in noninterest expense. The increase in revenue was driven by lower net interest expense of $22 million and higher noninterest income of $7 million. Noninterest expense results reflect a $4 million expense credit related to an accrual release in deferred compensation in the prior year and Visa derivative valuation expenses of $5 million in both 2026 and 2025.
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Analysis of Financial Condition
Earning assets consist of loans and leases, loans held for sale, investment securities, and other earning assets, such as trading securities and interest-bearing deposits with banks. A detailed discussion of the major components of earning assets is provided in the following sections.
Loans and Leases
Period-end loans and leases of $65.3 billion as of June 30, 2026 increased $1.2 billion compared to December 31, 2025. Commercial loans and leases increased $1.4 billion, driven by growth in both C&I and commercial real estate loans. Consumer loans decreased $249 million, primarily from a decline in consumer real estate loans.
The following table provides details regarding FHN's loans and leases as of June 30, 2026 and December 31, 2025.
Table I.2.8
LOANS & LEASES
June 30, 2026 December 31, 2025
(Dollars in millions) Amount Percent of total Amount Percent of total Growth Rate
Commercial:
Commercial, financial, and industrial (a) $ 37,296 57 % $ 35,905 56 % 4 %
Commercial real estate 13,595 21 13,563 21 —
Total commercial 50,891 78 49,468 77 3
Consumer:
Consumer real estate 13,869 21 14,108 22 (2)
Credit card and other 570 1 580 1 (2)
Total consumer 14,439 22 14,688 23 (2)
Total loans and leases $ 65,330 100 % $ 64,156 100 % 2 %
(a)Includes equipment financing loans and leases.
Loans Held for Sale
Loans held for sale primarily consists of government guaranteed loans under SBA and USDA lending programs. Smaller amounts of other consumer and home equity loans are also included in loans HFS. Additionally, FHN's mortgage banking operations include origination and servicing 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 non-conforming loans are primarily sold to private companies that are unaffiliated with the GSEs on a servicing-released basis. For further detail, see Note 5 - Mortgage Banking Activity to the Consolidated Financial Statements in Part I, Item 1 of this report.
On June 30, 2026 and December 31, 2025, loans HFS were $501 million and $406 million, respectively. Held-for-sale consumer mortgage loans secured by residential real
estate in process of foreclosure totaled $1 million as of both June 30, 2026 and December 31, 2025.
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Asset Quality
Loan and Lease Portfolio Composition
FHN groups its loans into portfolio segments based on internal classifications reflecting the manner in which the ALLL is established and how credit risk is measured, monitored, and reported. From time to time, and if conditions are such that certain subsegments are uniquely affected by economic or market conditions or are experiencing greater deterioration than other components of the loan portfolio, management may determine the ALLL at a more granular level. Commercial loans are comprised of C&I loans and leases and CRE loans. Consumer loans are comprised of consumer real estate loans and credit card and other loans.
FHN had a concentration of residential real estate loans of 21% and 22% of total loans as of June 30, 2026 and
December 31, 2025, respectively. Industry concentrations are discussed under the C&I heading below.
Credit underwriting guidelines are outlined in Item 7 of FHN’s Annual Report on Form 10-K for the year ended December 31, 2025 in the Asset Quality section within the Analysis of Financial Condition discussion. FHN’s credit underwriting guidelines and loan product offerings as of June 30, 2026 are generally consistent with those reported and disclosed in FHN’s Form 10-K for the year ended December 31, 2025.
Commercial Loan and Lease Portfolios
C&I
C&I loans are the largest component of the loan and lease portfolio, comprising 57% and 56% of the total portfolio as of June 30, 2026 and December 31, 2025, respectively. The C&I portfolio is comprised of loans used for general business purposes. Products offered in the C&I portfolio include term loan financing of owner-occupied real estate and fixed assets, direct financing and sales-type leases, working capital lines of credit, and trade credit enhancement through letters of credit.
Total C&I loans and leases increased $1.4 billion to $37.3 billion as of June 30, 2026, compared to December 31, 2025, reflecting growth among a broad range of industries.
The largest geographical concentrations of C&I balances as of June 30, 2026 were in Tennessee (18%), Florida (12%), Texas (10%), California (6%), North Carolina (6%), and Louisiana (6%), with no other state represented more than 5% of the portfolio. This mix was generally consistent with December 31, 2025.
The following table provides the composition of the C&I portfolio by industry as of June 30, 2026 and December 31, 2025. For purposes of this disclosure, industries are determined based on the North American Industry Classification System ("NAICS") industry codes used by Federal statistical agencies in classifying business establishments for the collection, analysis, and publication of statistical data related to the U.S. business economy.
Table I.2.9
C&I PORTFOLIO BY INDUSTRY
June 30, 2026 December 31, 2025
(Dollars in millions) Amount Percent Amount Percent
Industry:
Loans to mortgage companies $ 4,759 13 % $ 4,703 13 %
Real estate and rental and leasing (a) 4,305 12 3,965 11
Finance and insurance 4,259 11 4,117 12
Wholesale trade 2,733 7 2,645 7
Health care and social assistance 2,510 7 2,564 7
Manufacturing 2,470 7 2,305 6
Accommodation and food service 2,399 6 2,322 7
Retail trade 1,837 5 1,802 5
Transportation and warehousing 1,763 5 1,740 5
Other (construction, professional, energy, etc.) (b) 10,261 27 9,742 27
Total C&I loan portfolio $ 37,296 100 % $ 35,905 100 %
(a)Leasing, rental of real estate, equipment, and goods.
(b)Industries in this category each comprise less than 5%.
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Industry Concentrations
Loan concentrations are considered to exist for a financial institution when there are loans to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Loans to mortgage companies and borrowers in the finance and insurance industry were 24% and 25% of FHN’s C&I loan portfolio as of June 30, 2026 and December 31, 2025, respectively, and as a result could be affected by items that uniquely impact the financial services industry. Loans to borrowers in the real estate and rental and leasing industry were 12% and 11% of FHN's C&I portfolio as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, FHN did not have any other concentrations of C&I loans in any single industry of 10% or more of total loans.
Loans to Mortgage Companies
Loans to mortgage companies were 13% of the C&I portfolio as of both June 30, 2026 and December 31, 2025. This portfolio includes commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the sale of those mortgage loans by FHN's borrower to third-party investors. The high quality of the collateral and prudent risk management practices have resulted in low credit losses historically, including a net charge-off rate of 0% as of both June 30, 2026 and December 31, 2025. Balances in this portfolio generally fluctuate with mortgage rates and seasonal factors. Generally, new loan originations to mortgage lenders increase when there is a decline in mortgage rates and decrease when rates rise. In periods of economic uncertainty, this trend may not occur even if interest rates are declining. In second quarter 2026, approximately 72% of the loan originations were home purchases and 28% were refinance transactions.
Real Estate and Rental and Leasing
Loans to borrowers in the real estate and rental and leasing industry were 12% and 11% of FHN's C&I portfolio
as of June 30, 2026 and December 31, 2025, respectively. This portfolio primarily consists of equipment financing loans and leases to clients across FHN's footprint in a broad range of industries and asset types. This portfolio also includes a smaller balance of loans and leases for solar and wind generating facilities.
Finance and Insurance
The finance and insurance component represented 11% and 12% of the C&I portfolio as of June 30, 2026 and December 31, 2025, respectively, and includes TRUPs (i.e., long-term unsecured loans to bank and insurance-related businesses), loans to bank holding companies, and asset-based lending to consumer finance companies. As of June 30, 2026, asset-based lending to consumer finance companies represents approximately $1.6 billion of the finance and insurance component.
Commercial Real Estate
The CRE portfolio totaled $13.6 billion as of both June 30, 2026 and December 31, 2025. The CRE portfolio includes financings for both commercial construction and non-construction loans. This portfolio contains loans, draws on credit lines, and letters of credit to commercial real estate developers for the construction and mini-permanent financing of income-producing real estate.
The largest geographical concentrations of CRE balances as of June 30, 2026 were in Florida (26%), Texas (14%), North Carolina (12%), Tennessee (8%), Louisiana (8%), and Georgia (7%), with no other state representing more than 5% of the portfolio. The mix was generally consistent with December 31, 2025.
The following table represents subcategories of CRE loans by property type.
Table I.2.10
CRE PORTFOLIO BY PROPERTY TYPE
June 30, 2026 December 31, 2025
(Dollars in millions) Amount Percent Amount Percent
Property Type:
Multi-family $ 4,496 33 % $ 4,452 33 %
Office 2,671 20 2,694 20
Retail 2,393 17 2,354 17
Industrial 2,127 16 2,075 15
Hospitality 1,109 8 1,154 9
Other CRE (a) 799 6 834 6
Total CRE loan portfolio $ 13,595 100 % $ 13,563 100 %
(a) Property types in this category each comprise less than 5%.
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Consumer Loan Portfolios
Consumer Real Estate
The consumer real estate portfolio is primarily comprised of home equity lines and installment loans. This portfolio totaled $13.9 billion and $14.1 billion as of June 30, 2026 and December 31, 2025, respectively. The largest geographical concentrations of balances in the consumer real estate portfolio as of June 30, 2026 were in Florida (28%), Tennessee (22%), Texas (13%), Louisiana (8%), North Carolina (6%), and Georgia (6%), with no other state representing 5% or more of the portfolio. This mix was generally consistent with December 31, 2025.
As of June 30, 2026, approximately 88% of the consumer real estate portfolio was in a first lien position. At origination, the weighted average FICO score of this portfolio was 760, and the refreshed FICO scores averaged 782 as of June 30, 2026, compared to FICO scores of 760 and 779, respectively, as of December 31, 2025. Generally, performance of this portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices.
As of June 30, 2026 and December 31, 2025, FHN had held-to-maturity consumer mortgage loans secured by real estate totaling $20 million and $27 million, respectively, that were in the process of foreclosure.
HELOCs comprised $2.2 billion of the consumer real estate portfolio as of both June 30, 2026 and December 31, 2025. FHN’s HELOCs typically have a 5- or 10-year draw period followed by a 10- or 20-year repayment period, respectively. During the draw period, a borrower is able to draw on the line and is only required to make interest payments. The line is restricted if a borrower becomes past due on payments. Once the draw period has ended, the line is closed, and the borrower is required to make both principal and interest payments monthly until the loan matures. The principal payment generally is fully amortizing, but payment amounts will adjust when variable rates reset to reflect changes in the Prime Rate.
As of both June 30, 2026 and December 31, 2025, approximately 95% of FHN's HELOCs were in the draw period. It is expected that $604 million, or 29%, of HELOCs currently in the draw period will enter the repayment period during the next 60 months, based on current terms. Generally, delinquencies for HELOCs that have entered the repayment period are initially higher than HELOCs still in the draw period because of the increased minimum payment requirement. However, over time, performance of these loans usually begins to stabilize. HELOCs nearing the end of the draw period are closely monitored.
The following table presents HELOCs currently in the draw period, broken down by months remaining in the draw period.
Table I.2.11
HELOC DRAW TO REPAYMENT SCHEDULE
June 30, 2026 December 31, 2025
(Dollars in millions) Repayment Amount Percent Repayment Amount Percent
Months remaining in draw period:
0-12 $ 84 4 % $ 80 4 %
13-24 121 6 117 6
25-36 115 5 126 6
37-48 143 7 130 6
49-60 141 7 159 8
>60 1,446 71 1,449 70
Total $ 2,050 100 % $ 2,061 100 %
Credit Card and Other
The credit card and other consumer loan portfolio totaled $570 million and $580 million as of June 30, 2026 and December 31, 2025, respectively. This portfolio primarily consists of consumer-related credits, including home equity and other personal consumer loans, credit card receivables, and automobile loans. The $10 million decrease was driven by net repayments.
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Allowance for Credit Losses
The ACL is maintained at a level sufficient to provide appropriate reserves to absorb estimated future credit losses in accordance with GAAP. For additional information regarding the ACL, see Note 4 to the Consolidated Financial Statements in Part I, Item 1 of this Report and “Critical Accounting Policies and Estimates” and Note 4 to the Consolidated Financial Statements in Part II, Item 8 of FHN's 2025 Form 10-K.
The ALLL totaled $709 million, or 1.09% of total loans and leases, as of June 30, 2026, compared to $738 million, or 1.15% of total loans and leases, as of December 31, 2025. The ACL to total loans and leases ratio decreased to 1.24% as of June 30, 2026 from 1.31% as of December 31, 2025, driven by improvements in certain macroeconomic factors, continued loan resolutions, and positive grade migration in the CRE portfolio.
Consolidated Net Charge-offs
Net charge-offs in second quarter 2026 were $33 million, or an annualized 20 basis points of total loans and leases,
compared to net charge-offs of $34 million, or 22 basis points, in second quarter 2025.
Table I.2.12
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES AND CHARGE-OFFS
(Dollars in millions) June 30, 2026 December 31, 2025 June 30, 2025
Allowance for loan and lease losses
C&I $ 350 $ 335 $ 347
CRE 150 177 213
Consumer real estate 190 206 233
Credit card and other 19 20 21
Total allowance for loan and lease losses $ 709 $ 738 $ 814
Reserve for remaining unfunded commitments
C&I $ 84 $ 81 $ 68
CRE 7 11 10
Consumer real estate 8 9 9
Total reserve for remaining unfunded commitments $ 99 $ 101 $ 87
Allowance for credit losses
C&I $ 434 $ 416 $ 415
CRE 157 188 223
Consumer real estate 198 215 242
Credit card and other 19 20 21
Total allowance for credit losses $ 808 $ 839 $ 901
Period-end loans and leases
C&I $ 37,296 $ 35,905 $ 34,359
CRE 13,595 13,563 13,936
Consumer real estate 13,869 14,108 14,368
Credit card and other 570 580 597
Total period-end loans and leases $ 65,330 $ 64,156 $ 63,260
ALLL / loans and leases %
C&I 0.94 % 0.93 % 1.01 %
CRE 1.10 1.30 1.53
Consumer real estate 1.37 1.46 1.63
Credit card and other 3.42 3.40 3.50
Total ALLL / loans and leases % 1.09 % 1.15 % 1.29 %
ACL / loans and leases %
C&I 1.16 % 1.16 % 1.21 %
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CRE 1.15 1.38 1.59
Consumer real estate 1.42 1.53 1.69
Credit card and other 3.42 3.40 3.50
Total ACL / loans and leases % 1.24 % 1.31 % 1.42 %
Quarter-to-date net charge-offs (recoveries)
C&I $ 27 $ 26 $ 22
CRE 3 2 7
Consumer real estate (1) (1) 1
Credit card and other 4 3 4
Total net charge-offs (recoveries) $ 33 $ 30 $ 34
Average loans and leases
C&I $ 36,745 $ 35,004 $ 33,634
CRE 13,510 13,587 14,070
Consumer real estate 13,873 14,255 14,224
Credit card and other 567 586 623
Total average loans and leases $ 64,695 $ 63,432 $ 62,551
Net charge-off (recovery) % (annualized)
C&I 0.30 % 0.30 % 0.26 %
CRE 0.08 0.04 0.22
Consumer real estate (0.02) (0.02) —
Credit card and other 2.17 2.31 2.64
Total net charge-off % 0.20 % 0.19 % 0.22 %
ALLL / annualized net charge-offs
C&I 318 % 323 % 398 %
CRE 1,307 2,953 674
Consumer real estate NM NM NM
Credit card and other 159 146 127
Total ALLL / net charge-offs 540 % 612 % 599 %
NM - not meaningful
Nonperforming Assets
Nonperforming loans are loans placed on nonaccrual if it becomes evident that full collection of principal and interest is at risk, if impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or (on a case-by-case basis) if FHN continues to receive payments but there are other borrower-specific issues. Included in nonaccrual are loans for which FHN continues to receive payments, including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy. NPAs consist of nonperforming loans and leases, nonperforming loans held for sale, and OREO.
Total NPAs were $542 million as of June 30, 2026 compared to $617 million as of December 31, 2025.
Nonperforming loans and leases decreased $73 million, largely driven by a $55 million decrease in nonaccrual CRE loans and a $19 million decrease in nonaccrual C&I loans. The decrease in nonaccrual CRE loans was largely driven by paydowns in the office and industrial portfolios, partially offset by an increase in hospitality loans. These portfolios continue to maintain strong underwriting and client selection. The vast majority of NPLs have individual impairment reviews with no specific reserve required. The nonperforming loans and leases ratio decreased 13 basis points to 0.81% as of June 30, 2026 compared to December 31, 2025.
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Table I.2.13
NONPERFORMING ASSETS
(Dollars in millions)
Nonperforming loans and leases June 30, 2026 December 31, 2025
C&I $ 205 $ 224
CRE 184 239
Consumer real estate 141 140
Credit card and other 1 1
Total nonperforming loans and leases (a) $ 531 $ 604
Nonperforming loans held for sale (a) $ 9 $ 10
Foreclosed real estate and other assets 2 3
Total nonperforming assets (a) $ 542 $ 617
Nonperforming loans and leases to total loans and leases (b)
C&I 0.55 % 0.62 %
CRE 1.36 1.76
Consumer real estate 1.02 0.99
Credit card and other 0.13 0.16
Total NPL % 0.81 % 0.94 %
ALLL / NPLs (b)
C&I 171 % 150 %
CRE 81 74
Consumer real estate 135 147
Credit card and other 2,617 2,096
Total ALLL / NPLs 133 % 122 %
(a)Excludes loans and leases that are 90 or more days past due and still accruing interest.
(b)Excludes loans classified as held for sale.
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The following table presents nonperforming assets by business segment.
Table I.2.14
NONPERFORMING ASSETS BY SEGMENT
(Dollars in millions)
Nonperforming loans and leases (a) (b) June 30, 2026 December 31, 2025
Commercial, Consumer & Wealth $ 508 $ 587
Wholesale 16 8
Corporate 7 9
Consolidated $ 531 $ 604
Foreclosed real estate
Commercial, Consumer & Wealth $ 1 $ —
Wholesale 1 2
Corporate — 1
Consolidated $ 2 $ 3
Nonperforming Assets (a) (b)
Commercial, Consumer & Wealth $ 509 $ 587
Wholesale 17 10
Corporate 7 10
Consolidated $ 533 $ 607
Nonperforming loans and leases to loans and leases (b)
Commercial, Consumer & Wealth 0.88 % 1.04 %
Wholesale 0.22 0.11
Corporate 3.58 1.84
Consolidated 0.81 % 0.94 %
NPA % (b) (c)
Commercial, Consumer & Wealth 0.88 % 1.04 %
Wholesale 0.23 0.14
Corporate 3.58 1.98
Consolidated 0.82 % 0.95 %
(a)Excludes loans and leases that are 90 or more days past due and still accruing interest.
(b)Excludes loans classified as held for sale.
(c)Ratio is non-performing assets to total loans and leases plus foreclosed real estate.
Past Due Loans and Potential Problem Assets
Past due loans are loans contractually past due as to interest or principal payments, but which have not yet been put on nonaccrual status.
Loans 90 days or more past due and still accruing were $2 million as of June 30, 2026, compared to $8 million as of
December 31, 2025. Loans 30 to 89 days past due and still accruing increased to $91 million as of June 30, 2026, compared to $83 million as of December 31, 2025, largely driven by an increase in past due CRE loans.
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Table I.2.15
ACCRUING DELINQUENCIES & OTHER CREDIT DISCLOSURES
(Dollars in millions)
Accruing loans and leases 30+ days past due (a) June 30, 2026 December 31, 2025
C&I $ 34 $ 35
CRE 11 3
Consumer real estate 42 47
Credit card and other 6 6
Total accruing loans and leases 30+ days past due $ 93 $ 91
Accruing loans and leases 30+ days past due % (a)
C&I 0.09 % 0.10 %
CRE 0.08 0.02
Consumer real estate 0.31 0.33
Credit card and other 0.98 1.05
Total accruing loans and leases 30+ days past due % 0.14 % 0.14 %
Accruing loans and leases 90+ days past due (a) (b) (c)
C&I $ 1 $ 1
Consumer real estate — 6
Credit card and other 1 1
Total accruing loans and leases 90+ days past due $ 2 $ 8
Loans held for sale
30 to 89 days past due (b) $ 4 $ 3
30 to 89 days past due - guaranteed portion (b) (d) 1 —
90+ days past due (b) — —
90+ days past due - guaranteed portion (b) (d) — —
(a)Excludes loans classified as held for sale.
(b)Amounts are not included in nonperforming/nonaccrual loans.
(c)Amounts are also included in accruing loans and leases 30+ days past due.
(d)Guaranteed loans include FHA, VA, and GNMA loans repurchased through the GNMA buyout program.
Potential problem assets represent those assets where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms and include loans past due 90 days or more and still accruing. This definition is believed to be substantially consistent with the standards established by Federal banking regulators for loans classified as substandard. Potential problem assets in the loan portfolio totaled $1.8 billion as of June 30, 2026 compared to $1.7 billion as of December 31, 2025. The current expectation of losses from potential problem assets has been included in management’s analysis for assessing the adequacy of the allowance for loan and lease losses.
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Modifications to Borrowers Experiencing Financial Difficulty
As part of FHN’s ongoing risk management practices, FHN attempts to work with borrowers when appropriate to extend or modify loan terms to better align with their current ability to repay. Modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and is evaluated separately. See Note 1 - Basis of Presentation and Accounting Policies, Note 3 - Loans and Leases, and Note 4 - Allowance for Credit Losses to the Consolidated Financial Statements in Part I, Item 1 of this report for further discussion regarding troubled loan modifications.
Commercial Loan Modifications
As part of FHN’s credit risk management governance processes, the Special Assets Department ("SAD") is responsible for managing most commercial relationships with borrowers whose financial condition has deteriorated to such an extent that the credits are individually reviewed for expected credit losses, classified as substandard or worse, placed on nonaccrual status, foreclosed or in process of foreclosure, or in active or contemplated litigation. SAD has the authority and responsibility to enter into workout and/or rehabilitation agreements with troubled commercial borrowers in order to mitigate and/or minimize the amount of credit losses recognized from these problem assets. While every circumstance is different, SAD will generally use forbearance agreements (generally 6-12 months) as an element of commercial loan workouts, which might include reduced interest rates, reduced payments, release of a guarantor, term extensions, or entering into short sale agreements. Principal forgiveness may be granted in specific workout circumstances.
The individual expected credit loss assessments completed on commercial loans may be used in evaluating the appropriateness of qualitative adjustments to quantitatively modeled loss expectations for loans that are not considered collateral dependent. If a loan is considered collateral dependent, it is individually evaluated based on data specific to the borrower and related collateral, if any. Such estimates may be based on
current loss forecasts, an evaluation of the fair value of the collateral, or, in certain circumstances, the present value of expected cash flows discounted at the loan’s effective interest rate.
The fair value of collateral is generally based on appraisals periodically updated, recent sales of foreclosed properties and/or relevant property specific market information, less estimated costs to sell, if applicable. Commercial loans are typically secured by real estate, business equipment, inventories, and other types of collateral. Each assessment considers any modified terms and is comprehensive to ensure appropriate assessment of expected credit losses.
Consumer Loan Modifications
FHN does not currently participate in any of the loan modification programs sponsored by the U.S. government for its portfolio loans, but does generally structure modified consumer loans using the parameters of the former Home Affordable Modification Program.
Within the HELOC and permanent mortgage installment loans in the consumer portfolio segment, troubled loans are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 3%) and a possible maturity date extension of up to 30 years to reach an affordable housing expense-to-income ratio.
Within the credit card class of the consumer portfolio segment, troubled loans are typically modified through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for 6 months to 1 year. In the credit card workout program, clients are granted a rate reduction to 0% and term extensions for up to 5 years to pay off the remaining balance.
Consumer loans may also be modified through court-imposed principal reductions in bankruptcy proceedings, which FHN is required to honor unless a borrower reaffirms the related debt.
Investment Securities
FHN’s investment securities portfolio consists principally of debt securities available for sale. FHN maintains a securities portfolio consisting primarily of bank-eligible GSE and GNMA issued mortgage-backed securities and collateralized mortgage obligations. The securities portfolio provides a source of income and liquidity and is an important tool used to balance the interest rate risk of the loan and deposit portfolios. The securities portfolio is periodically evaluated in light of established ALM objectives, changing market conditions that could affect the profitability of the portfolio, the regulatory
environment, and the level of interest rate risk to which FHN is exposed. These evaluations may result in steps taken to adjust the overall balance sheet positioning.
Investment securities were $9.1 billion as of June 30, 2026 compared to $9.4 billion as of December 31, 2025, representing 11% of total assets for both periods. See Note 2 - Investment Securities to the Consolidated Financial Statements in Part I, Item 1 of this Report for more information about the securities portfolio.
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Deposits
The following table summarizes deposits by type and insured status as of June 30, 2026 and December 31, 2025.
Table I.2.16
DEPOSITS
June 30, 2026 December 31, 2025
(Dollars in millions) Amount Percent of total Amount Percent of total Change Percent
Deposits by type:
Savings $ 25,552 38 % $ 26,010 39 % $ (458) (2) %
Time deposits 10,018 15 6,485 10 3,533 54
Other interest-bearing deposits 16,508 24 19,158 28 (2,650) (14)
Total interest-bearing deposits 52,078 77 51,653 77 425 1
Noninterest-bearing deposits 15,994 23 15,823 23 171 1
Total deposits $ 68,072 100 % $ 67,476 100 % $ 596 1 %
Deposits by insured status:
Insured $ 40,328 59 % $ 39,422 58 % $ 906 2 %
Uninsured and uncollateralized 22,686 33 22,817 34 (131) (1)
Uninsured and collateralized 5,058 8 5,237 8 (179) (3)
Total uninsured 27,744 41 28,054 42 (310) (1)
Total deposits $ 68,072 100 % $ 67,476 100 % $ 596 1 %
Total deposits increased 1% to $68.1 billion as of June 30, 2026 compared to $67.5 billion as of December 31, 2025, as interest-bearing deposits increased $425 million and noninterest-bearing deposits increased $171 million. The increase in time deposits was partially offset by a decline in other interest-bearing deposits, as brokered deposit balances fluctuated between money market deposits and time deposits. Total brokered deposits increased to $7.8 billion as of June 30, 2026, compared to $6.0 billion as of December 31, 2025.
FHN continues to maintain a well-diversified and stable funding mix across its footprint and specialty lines of
business. At June 30, 2026, commercial deposits were $41.1 billion, or 60% of total deposits, and consumer deposits were $27.0 billion, or 40% of total deposits. At December 31, 2025, commercial deposits were $39.4 billion, or 58% of total deposits, and consumer deposits were $28.1 billion, or 42% of total deposits.
See Tables I.2.2 and I.2.3 - Average Balances, Net Interest Income and Yields/Rates in this report for information on average deposits, including average rates paid.
Short-Term Borrowings
Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, trading liabilities, and other short-term borrowings. Total short-term borrowings decreased to $3.5 billion as of June 30, 2026 compared to $3.9 billion as of December 31, 2025. Federal funds purchased and securities sold under agreements to repurchase decreased $852 million and trading liabilities decreased $74 million, while FHLB borrowings increased $550 million.
Short-term borrowings balances fluctuate largely based on the level of FHLB borrowing as a result of loan demand, deposit levels, and balance sheet funding strategies.
Trading liabilities fluctuate based on various factors, including levels of trading securities and hedging strategies. The amount of federal funds purchased fluctuates depending on the amount of excess funding of FHN’s correspondent bank customers. Balances of securities sold under agreements to repurchase fluctuate based on cost attractiveness relative to FHLB borrowing levels and the ability to pledge securities toward such transactions.
Term Borrowings
Term borrowings include senior and subordinated borrowings with original maturities greater than one year.
Total term borrowings were $1.3 billion as of both June 30, 2026 and December 31, 2025.
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Capital
Management’s objectives are to provide capital sufficient to cover the risks inherent in FHN’s businesses, to maintain excess capital to well-capitalized standards, and to ensure ready access to the capital markets.
Total equity was $9.5 billion and $9.1 billion at June 30, 2026 and December 31, 2025, respectively. Significant changes included net income of $541 million and $392 million from the Series H preferred stock issuance, offset by $356 million in common stock repurchases, $183
million in common and preferred dividends, $57 million from the Series C preferred stock redemption, and a $36 million decrease in AOCI.
The following tables provide a reconciliation of shareholders’ equity from the Consolidated Balance Sheets to Common Equity Tier 1, Tier 1, and Total Regulatory Capital, as well as certain selected capital ratios.
Table I.2.17
REGULATORY CAPITAL DATA
(Dollars in millions) June 30, 2026 December 31, 2025
FHN shareholders’ equity $ 9,168 $ 8,847
FHN non-cumulative perpetual preferred stock (682) (349)
Common equity tier 1 before regulatory adjustments $ 8,486 $ 8,498
Regulatory adjustments:
Disallowed goodwill and other intangibles $ (1,532) $ (1,548)
Net unrealized (gains) losses on securities available for sale 535 512
Net unrealized (gains) losses on pension and other postretirement plans 252 256
Net unrealized (gains) losses on cash flow hedges 59 42
Common equity tier 1 $ 7,800 $ 7,760
FHN non-cumulative perpetual preferred stock 682 349
Qualifying noncontrolling interest— First Horizon Bank preferred stock 295 295
Tier 1 capital $ 8,777 $ 8,404
Tier 2 capital 1,210 1,344
Total regulatory capital $ 9,987 $ 9,748
Risk-Weighted Assets
First Horizon Corporation $ 74,589 $ 73,036
First Horizon Bank 73,760 72,283
Average Assets for Leverage
First Horizon Corporation $ 83,516 $ 82,492
First Horizon Bank 82,721 81,560
Table I.2.18
REGULATORY RATIOS & AMOUNTS
June 30, 2026 December 31, 2025
(Dollars in millions) Ratio Amount Ratio Amount
Common Equity Tier 1
First Horizon Corporation 10.46 % $ 7,800 10.63 % $ 7,760
First Horizon Bank 11.18 8,245 10.98 7,934
Tier 1
First Horizon Corporation 11.77 8,777 11.51 8,404
First Horizon Bank 11.58 8,539 11.38 8,229
Total
First Horizon Corporation 13.39 9,987 13.35 9,748
First Horizon Bank 13.02 9,601 13.04 9,425
Tier 1 Leverage
First Horizon Corporation 10.51 8,777 10.19 8,404
First Horizon Bank 10.32 8,539 10.09 8,229
Other Capital Ratios
Total period-end equity to period-end assets 11.21 10.90
Tangible common equity to tangible assets (a) 8.31 8.37
(a)Tangible common equity to tangible assets is a non-GAAP measure and is reconciled to total equity to total assets (GAAP) in the Non-GAAP to GAAP Reconciliation - Table I.2.28.
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Banking regulators define minimum capital ratios for bank holding companies and their bank subsidiaries. Based on the capital rules and definitions prescribed by the banking regulators, should any depository institution’s capital ratios decline below predetermined levels, it would become subject to a series of increasingly restrictive regulatory actions.
The system categorizes a depository institution’s capital position into one of five categories ranging from well-capitalized to critically under-capitalized. For an institution to qualify as well-capitalized, Common Equity Tier 1, Tier 1 Capital, Total Capital, and Leverage capital ratios must be at least 6.50%, 8.00%, 10.00%, and 5.00%, respectively. Furthermore, a capital conservation buffer of 50 basis points above these levels must be maintained on the Common Equity Tier 1, Tier 1 Capital, and Total Capital ratios to avoid restrictions on dividends, share repurchases, and certain discretionary bonuses.
As of June 30, 2026, both FHN and First Horizon Bank had sufficient capital to qualify as well-capitalized institutions and to meet the capital conservation buffer requirement.
For FHN, the Tier 1, Total and Tier 1 Leverage ratios increased at the end of second quarter 2026 relative to year-end 2025 primarily from the impact of the Series H Preferred Stock issuance and net income less dividends, partially offset by common share repurchases and the Series C Preferred Stock redemption. FHN's CET 1 ratio decreased largely due to an increase in risk-weighted assets.
During 2026, capital ratios are expected to remain above well-capitalized standards plus the required capital conservation buffer.
Common Stock Purchase Program
FHN may purchase shares of its common stock from time to time, subject to legal and regulatory restrictions. FHN's Board has authorized the common stock purchase program described below. FHN’s Board has not authorized a preferred stock purchase program.
October 2025 General Purchase Program
On October 27, 2025, FHN announced that its Board of Directors had approved a new $1.2 billion common share purchase program to replace the $1.0 billion October 2024 program. The October 2025 program is scheduled to expire on January 31, 2027. Purchases under this program may be made in the open market or through privately negotiated transactions, including under Rule 10b5-1
plans, as well as accelerated share repurchase and other structured transactions. The timing and exact amount of common share repurchases are at the discretion of senior management and are subject to various factors, including FHN's capital position, financial performance, expected capital impacts of strategic initiatives, market conditions, business conditions, and regulatory considerations.
As of June 30, 2026, $535 million in purchases had been made life-to-date under the October 2025 program at an average price per share of $23.42, or $23.40 excluding commissions. Program purchases made during the quarter ended June 30, 2026 are summarized in the following table.
Table I.2.19
COMMON STOCK PURCHASES—OCTOBER 2025 PROGRAM
(Dollar values and volume in thousands, except per share data) Total number of shares purchased Average price paid per share (a) Total number of shares purchased as part of publicly announced programs Maximum approximate dollar value that may yet be purchased under the programs
2026
April 1 to April 30 1,250 $ 24.57 1,250 $ 733,986
May 1 to May 31 1,930 24.34 1,930 687,012
June 1 to June 30 900 24.83 900 664,663
Total 4,080 $ 24.52 4,080
(a)Represents total costs including commissions paid. Average price paid does not reflect the one percent excise tax charged on public company share repurchases.
Tax Withholding for Stock Awards
As authorized by the Board's Compensation Committee, FHN makes automatic stock purchases by withholding stock-based award shares to cover tax obligations associated with those awards. Those limited, off-market purchases are not associated with an announced purchase
program and are made any time an associated tax obligation arises, whether or not a blackout period is in effect. Tax withholding purchases made during the quarter ended June 30, 2026 are summarized in the following table.
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Table I.2.20
COMMON STOCK PURCHASES—TAX WITHHOLDING FOR STOCK AWARDS
(Dollar values and volume in thousands, except per share data) Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced programs Maximum number of shares that may yet be purchased under the programs
2026
April 1 to April 30 2 $ 23.28 N/A N/A
May 1 to May 31 870 23.90 N/A N/A
June 1 to June 30 3 24.16 N/A N/A
Total 875 $ 23.90
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Risk Management
There have been no significant changes to FHN’s risk management practices as described under “Risk Management” included in Item 7 of FHN’s 2025 Annual Report on Form 10-K.
Market Risk Management
Value-at-Risk ("VaR") and Stress Testing ("SVaR")
VaR is a statistical risk measure used to estimate the potential loss in value from adverse market movements over an assumed fixed holding period within a stated confidence level. FHN employs a model to compute daily VaR measures for its trading securities inventory. FHN computes VaR using historical simulation with a 1-year
lookback period at a 99% confidence level with 1-day and 10-day time horizons. Additionally, FHN computes a Stressed VaR measure. The SVaR computation uses the same model, but with model inputs reflecting historical data from a continuous 12-month period of significant financial stress appropriate for our trading securities portfolio.
A summary of FHN’s VaR and SVaR measures for 1-day and 10-day time horizons is presented in the following table.
Table I.2.21
VaR & SVaR MEASURES
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 As of June 30, 2026
(Dollars in millions) Mean High Low Mean High Low
1-day
VaR $ 2 $ 2 $ 1 $ 2 $ 3 $ 1 $ 2
SVaR 7 9 5 7 9 5 8
10-day
VaR 4 6 3 6 8 3 4
SVaR 40 48 29 40 50 29 43
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025 As of June 30, 2025
(Dollars in millions) Mean High Low Mean High Low
1-day
VaR $ 2 $ 3 $ 2 $ 2 $ 3 $ 1 $ 2
SVaR 7 8 6 7 8 6 6
10-day
VaR 6 7 3 5 7 3 6
SVaR 35 39 29 35 42 28 33
Year Ended December 31, 2025 As of December 31, 2025
(Dollars in millions) Mean High Low
1-day
VaR $ 2 $ 3 $ 1 $ 2
SVaR 7 9 6 7
10-day
VaR 6 8 3 7
SVaR 37 47 28 37
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FHN’s overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks are as follows.
Table I.2.22
SCHEDULE OF RISKS INCLUDED IN VaR
As of June 30, 2026 As of June 30, 2025 As of December 31, 2025
(Dollars in millions) 1-day 10-day 1-day 10-day 1-day 10-day
Interest rate risk $ 1 $ 3 $ 1 $ 2 $ 1 $ 2
Credit spread risk — 1 — 1 — 1
The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static. Because FHN Financial procures fixed income securities for purposes of distribution to clients, its trading securities inventory turns over regularly. Additionally, FHNF traders actively manage the trading securities inventory continuously throughout each trading day. Accordingly, FHNF’s trading securities inventory is highly dynamic, rather than static. As a result, it would be rare for FHNF to incur a negative revenue day in its fixed income activities at the levels indicated by its VaR measures.
In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are used by FHN in computing its regulatory market risk capital requirements in accordance with the market risk capital rules. For additional information regarding FHN's capital adequacy refer to the Capital section of this MD&A.
FHN also performs stress tests on its trading securities portfolio to calculate the potential loss under various assumed market scenarios. Key assumed stresses used in those tests are:
Down 25 bps - assumes an instantaneous downward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Up 25 bps - assumes an instantaneous upward move in interest rates of 25 basis points at all points on the interest rate yield curve.
Curve flattening - assumes an instantaneous flattening of the interest rate yield curve through an increase in short-term rates and a decrease in long-term rates. The 2-year point on the Treasury yield curve is assumed to increase 15 basis points and the 10-year point on the Treasury yield curve is assumed to decrease 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Curve steepening - assumes an instantaneous steepening of the interest rate yield curve through a decrease in short-term rates and an increase in long-term rates. The 2-year point on the Treasury yield curve is assumed to decrease 15 basis points and the 10-year point on the Treasury yield curve is assumed to increase
15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.
Credit spread widening - assumes an instantaneous increase in credit spreads (the difference between yields on Treasury securities and non-Treasury securities) of 25 basis points.
Model Validation
Trading risk management personnel within FHN have primary responsibility for model risk management with respect to the model used by FHN to compute its VaR measures and perform stress testing on the trading inventory. Among other procedures, these personnel monitor model results and perform periodic backtesting as part of an ongoing process of validating the accuracy of the model. Backtesting compares the previous day’s VaR measurement to a regulatory-prescribed calculation of daily trading profit/loss in the trading inventory. During the three and six months ended June 30, 2026, and the year ended December 31, 2025, there were no days in which the regulatory-prescribed calculation reflected a loss in the trading inventory that exceeded the corresponding daily VaR measurement, resulting in zero backtesting exceptions. Model risk management activities are subject to annual review by FHN’s Model Validation Group, an independent assurance group charged with oversight responsibility for FHN’s model risk management.
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Interest Rate Risk Management
Net Interest Income Simulation Analysis
The information provided in this section, including the discussion regarding the outcomes of simulation analysis and rate shock analysis, is forward-looking. Actual results, if the assumed scenarios were to occur, could differ because of interest rate movements, the ability of management to execute its business plans, and other factors, including those presented in the Forward-Looking Statements section of this report.
Management uses a simulation model to measure interest rate risk and to formulate strategies to improve balance sheet positioning, earnings, or both, within FHN’s interest rate risk, liquidity, and capital guidelines. Interest rate exposure is measured by forecasting 12 months of NII under various interest rate scenarios and comparing the percentage change in NII for each scenario to a base case scenario where interest rates remain unchanged.
Assumptions are made regarding future balance sheet composition, interest rate movements, and loan and deposit pricing. In addition, assumptions are made about the magnitude of asset prepayments and earlier than anticipated deposit withdrawals. The results of these scenarios help FHN develop strategies for managing exposure to interest rate risk. While management believes the assumptions used and scenarios selected in its simulations are reasonable, simulation modeling provides only an estimate, not a precise calculation, of exposure to any given change in interest rates.
Based on a static balance sheet as of June 30, 2026, NII exposures over the next 12 months, assuming rate shocks of plus/minus 100 basis points and plus/minus 200 basis points, are estimated to have variances as shown in Table I.2.23.
Table I.2.23
INTEREST RATE SENSITIVITY
Shifts in Interest Rates (in bps) % Change in Projected Net Interest Income
-200 (6.7)%
-100 (3.3)%
+100 2.9%
+200 5.4%
A steepening yield curve scenario, where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable NII variance of 0.4%. A flattening yield curve scenario, where long-term rates decrease by 50 basis points and short-term rates are static, results in an unfavorable NII variance of 0.4%. These hypothetical scenarios are used to create a risk measurement framework and do not necessarily represent management’s current view of future interest rates or market developments.
Use of Derivatives to Manage Interest Rate Risk
FHN engages in balance sheet hedging activity, principally for asset and liability management purposes. Cash flow hedges are executed to modify interest rate characteristics of designated commercial loans in order to reduce the impact of changes in future cash flows due to market interest rate changes. The following table presents all swap and floor positions that are utilized for purposes of managing exposures to the variability of interest rates.
Table I.2.24
INTEREST RATE DERIVATIVES DESIGNATED AS CASH FLOW HEDGES
June 30, 2026
(Dollars in millions) Notional Value Fair Value Weighted-Average Maturity (in years) Weighted Average Fixed Rate (swaps)/Strike Rate (floors)
Receive fixed SOFR swaps - Loans $ 2,000 $ (48) 2.0 2.78 %
Floors 3,000 2 1.9 1.88 %
Total $ 5,000 $ (46)
December 31, 2025
(Dollars in millions) Notional Value Fair Value Weighted-Average Maturity (in years) Weighted Average Fixed Rate (swaps)/Strike Rate (floors)
Receive fixed SOFR swaps - Loans $ 2,000 $ (29) 2.5 2.78 %
Floors 3,000 15 2.4 1.88 %
Total $ 5,000 $ (14)
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Liquidity Risk Management
Among other things, ALCO is responsible for liquidity management: the funding of assets with liabilities of appropriate duration, while mitigating the risk of unexpected cash needs. ALCO and the Board of Directors have adopted a Liquidity Policy with the objective of ensuring that FHN meets its cash and collateral obligations promptly, in a cost-effective manner, and with the highest degree of reliability. The maintenance of adequate levels of asset and liability liquidity should provide FHN with the ability to meet both expected and unexpected cash and collateral needs. Key liquidity ratios, asset liquidity levels, and the amount available from funding sources are reported to ALCO on a regular basis. FHN’s Liquidity Policy establishes liquidity limits that are deemed appropriate for FHN’s risk profile.
In accordance with the Liquidity Policy, ALCO manages FHN’s exposure to liquidity risk through forecasts of its liquidity position and funding needs. Base liquidity forecasts are reviewed by ALCO and are updated as financial conditions dictate. In addition to the baseline liquidity reports, stress testing of assumptions and funds availability is periodically conducted. FHN maintains a contingency funding plan that may be executed should unexpected difficulties arise in accessing funding that affects FHN, the industry, or both. As of June 30, 2026, available liquidity sources included cash, incremental borrowing capacity at the FHLB, access to Federal Reserve Bank borrowings through the discount window, and unencumbered securities. Additional sources of liquidity included dealer and commercial customer repurchase agreements, access to Federal Funds markets, brokered deposits, loan sales, and syndications. The table below details FHN's sources of available liquidity at June 30, 2026.
Table I.2.25
AVAILABLE LIQUIDITY
as of June 30, 2026
(Dollars in millions) Total Capacity Outstanding Borrowings Available Liquidity
Cash on deposit with FRB (a) $ 1,060 $ — $ 1,060
FHLB 9,128 600 8,528
Discount Window 22,216 — 22,216
Unencumbered securities (b) 1,647 — 1,647
Total available liquidity $ 33,451
(a)Included in interest-bearing deposits with banks on the Consolidated Balance Sheets.
(b)Subject to market haircuts on collateral.
Generally, a primary source of funding for a bank is core deposits from the bank's client base. The period-end
loans-to-deposits ratio was 96% as of June 30, 2026 and 95% as of December 31, 2025.
FHN may also use unsecured short-term borrowings as a source of liquidity. Federal funds purchased from correspondent bank clients are considered to be substantially more stable than funds purchased in the national broker markets for federal funds due to the long, historical, and reciprocal nature of banking services provided by FHN to these correspondent banks. The remainder of FHN’s wholesale short-term borrowings consists of securities sold under agreements to repurchase transactions accounted for as secured borrowings with business clients or broker-dealer counterparties.
Both FHN and First Horizon Bank have the ability to generate liquidity by issuing senior or subordinated unsecured debt, preferred equity, and common equity, subject to market conditions and compliance with applicable regulatory requirements. As of June 30, 2026, FHN had outstanding $946 million in senior and subordinated unsecured debt. During first quarter 2026, FHN issued $400 million of Series H Non-Cumulative Perpetual Preferred Stock. FHN redeemed all outstanding shares of its Series C Non-Cumulative Perpetual Preferred Stock, effective May 1, 2026. As a result, FHN had $682 million in non-cumulative perpetual preferred stock outstanding as of June 30, 2026. Refer to Note 7 — Preferred Stock in the Consolidated Financial Statements in Part I, Item 1 of this report for additional information. As of June 30, 2026, First Horizon Bank and subsidiaries had outstanding preferred shares of $295 million, which are reflected as noncontrolling interest on the Consolidated Balance Sheets.
Parent company liquidity is primarily provided by cash flows stemming from dividends and interest payments collected from subsidiaries. These sources of cash represent the primary sources of funds to pay cash dividends to shareholders and principal and interest to debt holders of FHN. Applying the dividend restrictions imposed under applicable federal and state rules, the Bank’s total amount available for dividends was $345 million as of July 1, 2026.
First Horizon Bank declared and paid common dividends to the parent company in the amount of $50 million in first quarter 2026, $270 million in second quarter 2026, and $240 million in third quarter 2026. Total common dividends of $1.0 billion were declared and paid to the parent company in 2025. First Horizon Bank declared and paid preferred dividends in first and second quarter 2026 and in each quarter of 2025. Additionally, First Horizon Bank declared preferred dividends in third quarter 2026, payable in October 2026.
Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board. These factors include FHN’s current and
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prospective capital, liquidity, and other needs, applicable regulatory restrictions (including capital conservation buffer requirements) and availability of funds to FHN through a dividend from First Horizon Bank. Additionally, banking regulators generally require insured banks and bank holding companies to pay cash dividends only out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results.
FHN paid a cash dividend of $0.17 per common share on July 1, 2026. FHN paid cash dividends of $1,625 per Series E preferred share, $1,175 per Series F preferred share, and $2,212.50 per Series H preferred share on July 10, 2026. In addition, in July 2026, the Board approved cash dividends per share in the following amounts:
Table I.2.26
CASH DIVIDENDS
APPROVED BUT NOT PAID
Dividend/Share Record Date Payment Date
Common Stock $ 0.17 09/11/2026 10/01/2026
Preferred Stock
Series E $ 1,625.00 09/28/2026 10/13/2026
Series F $ 1,175.00 09/28/2026 10/13/2026
Series H $ 1,687.50 09/28/2026 10/13/2026
Off-Balance Sheet Arrangements
In the normal course of business, FHN is a party to a number of activities that contain credit, market and operational risk that are not reflected in whole or in part in the consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments. FHN enters into commitments to extend credit to borrowers, including loan commitments, lines of credit, standby letters of credit, and commercial letters of credit. Many of the commitments are expected to expire unused or be only partially used; therefore, the total amount of commitments does not necessarily represent future cash requirements. Based on its available liquidity and available borrowing capacity, FHN anticipates it will continue to have sufficient funds to meet its current commitments.
Market Uncertainties and Prospective Trends
FHN’s future results could be affected both positively and negatively by several known trends. Key among those are changes in the U.S. and global economy and outlook, government actions affecting interest rates, and government actions and proposals which could have positive or negative impacts on the economy at large or on certain businesses, industries, or sectors, including changes in fiscal policy and changes in trade policy, such as the imposition of tariffs and related retaliatory responses. Additional risks relate to geopolitical instability
and conflict, political uncertainty, changes in federal policies (including those publicly discussed, formally proposed, or recently implemented) and the potential impacts of those changes on our businesses and clients, and the success or failure of FHN’s strategic initiatives.
In addition to trends and events noted elsewhere in this MD&A, FHN believes the following trends and events are noteworthy at this time.
Federal Reserve Policy, the Yield Curve, Trade Policy, Other Events
Federal Reserve and Rates
The Federal Reserve began to reduce short-term rates in the third quarter of 2024. As a result of Federal Reserve rate cuts of 50 basis points in September 2024 and cuts of 25 basis points in both November and December of that year, the overnight Fed Funds fell back to a target range of 4.25% - 4.50% by the end of 2024 after peaking at a range of 5.25% to 5.50% in the summer and fall of 2023.
In each of September, October, and December of 2025, the Federal Reserve announced 25 basis point cuts in the Fed Funds rate, lowering the target range to 3.50% – 3.75%, but throughout 2026 the Federal Reserve has held the target range steady. In its statement announcing its July 2026 decision to maintain the target range of 3.50% –
3.75%, the Federal Reserve noted that, while economic activity has been expanding at a solid pace despite elevated uncertainty due, in part, to conflict in the Middle East, inflation remains elevated relative to the Federal Reserve's 2% goal, in part reflecting price shocks in certain sectors, including energy.
FHN continues to closely monitor economic developments and assess potential exposures. FHN cannot predict when or how much short-term rates will be changed, how market-driven long-term rates will behave, or how those actions may affect economic or business conditions or financial markets.
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Yield Curve
Historically, the yield curve is usually upward sloping (higher rates for longer terms and lower rates for shorter terms). However, the yield curve can be relatively flat or inverted (downward sloping). Inversion normally is rare but has happened several times in the past, including most recently from the summer of 2022 until September 2024. Since the fall of 2024, the yield curve has continued to exhibit a positive, upward slope.
Yield curve flattening and inversion generally reduce the profit FHN can make from lending by compressing FHN's net interest margin, and also generally reduce FHN's revenues from its fixed income bond trading. Both of those impacts occurred from 2022 through 2024, with fluctuations. Since the first quarter of 2025, net interest margin has, in each quarter, exceeded the level of the comparable quarter in 2024, as the yield curve has maintained its more typical upward slope, while fixed income bond trading revenues have fluctuated due to changing market conditions.
FHN cannot predict whether these trends will continue.
Other Impacts on FHN of Rate Actions
Rate increases pushed home mortgage rates in the U.S. much higher in 2022 and 2023, reducing demand. FHN's direct mortgage lending and lending to mortgage companies saw business decline significantly in 2022 and 2023. Mortgage rates have modestly abated since 2023 and FHN's mortgage business has seen improvement, but rates have remained elevated. However, the negative impacts of these higher rates have been offset by market share gains in lending to mortgage companies. Changes in interest rates and interest rate policy could continue to have a material impact on our mortgage lending and lending to mortgage companies.
Trade Policy
In 2025, the U.S. government announced new tariffs on a variety of goods and services. Subsequently, in February
2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act ("IEEPA"), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs. In March 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection ("CBP") to process refunds of the IEEPA tariffs, although this order has been partially stayed while the CBP develops and implements a refund process. In response to the U.S. Supreme Court ruling mentioned above, the U.S. administration announced new tariffs under alternative sources of statutory authority, including sections 122 and 301 of the Trade Act of 1974. As of early August 2026, the full impact of the U.S. Supreme Court's ruling and the administration's response; the timing, scope and duration of tariffs; and the timing, scope and duration of any retaliatory measures by foreign governments remain uncertain, as does the impact of tariffs on economic growth, inflation rates, and employment rates. Any significant change in economic conditions related to tariffs could materially affect our financial condition and results of operations.
Conflict in the Middle East
During the first half of 2026, military conflict involving Iran and the United States, together with related disruptions in the Middle East, contributed to increased volatility in global energy markets, commodity prices and financial markets. While energy prices have moderated during periods of de-escalation, geopolitical tensions remain elevated, and additional disruptions could contribute to higher inflation, slower economic growth, continued market volatility and changes in monetary policy expectations. These conditions could result in higher funding costs, reduced loan demand, increased credit stress in certain industries and continued uncertainty regarding the path of interest rates. FHN continues to monitor these developments, although the ultimate magnitude and duration of any economic effects remain uncertain.
Other Regulatory Proposals
In 2023, the Board of Governors of the Federal Reserve and other U.S. banking regulators issued a proposal to implement the final components of the Basel III framework ("Basel III Endgame"), which, if implemented, would have created some new requirements for banks, like FHN, with assets over $50 billion, but also created significantly increased regulatory constraints and compliance costs on all U.S. banks with assets over $100 billion.
In March 2026, the U.S. banking agencies rescinded the 2023 proposal and issued a revised proposal to implement
the Basel III Endgame, which would revise certain capital requirements, including risk-weighted asset calculations and the treatment of specific exposures. The notice-and-comment period for the 2026 proposal closed on June 18, 2026, and regulators are now reviewing the comments received. FHN is currently evaluating the potential impact of these proposed changes on its regulatory capital ratios and overall capital management strategy.
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Greenhouse Gas (GHG) Reporting Regimes
Regulatory Enactments and Proposals
Several states have enacted or proposed statutes or regulations addressing climate-related issues. For example, in 2023, California enacted two laws which, taken together, will require most larger companies doing business in California to report annually their greenhouse gas (GHG) emissions and to report biennially their climate-related financial risks and risk-mitigation measures, with the first reports of Scope 1 and Scope 2 GHG emissions required by November 10, 2026. The California laws have been challenged in court and certain of those challenges remain pending.
In March 2024, the SEC adopted final rules which would require all U.S. companies with publicly traded securities to report annually their Scope 1 and 2 GHG emissions and related risk-management processes, and would include a
related financial statement and audit requirement, among other things. Those rules, however, have yet to come into effect because the SEC suspended their effectiveness in April 2024 pending the resolution of legal challenges. In May 2026, the SEC issued a proposed rule to rescind its Climate Disclosure Rules. The SEC has not yet taken final action on that proposal.
Potential Business Impacts
Direct compliance costs related to California's GHG reporting regime and to the SEC's Climate Disclosure Rules, if implemented, will include creating systems to measure or estimate and capture relevant data, staffing, and engaging vendors, including a firm to provide required assurances (somewhat analogous to a financial statement auditor).
Market Growth and Weather Events
FHN's principal markets are in the southern and southeastern United States, including most of the major Gulf Coast markets and several markets on the southern Atlantic seacoast. Many of FHN's markets, both coastal and non-coastal, have experienced significant population growth over at least the past twenty years, outpacing the growth rate for the U.S. as a whole. That population growth generally has been accompanied by economic growth.
Many of FHN's fastest growing markets, including most significantly those in Florida, can be impacted significantly by hurricanes and other severe coastal weather events. As those markets grow, FHN's economic commitment to them grows, as does FHN's financial exposure to those events.
Especially since 2022, it has been widely reported that the economic costs of hurricanes and other severe coastal weather events in the southeastern U.S. have been rising significantly.
This reported increase in casualty risks and costs is being reflected in property insurance practices which currently are in significant flux. The insurance industry and insurance regulators are being forced to revise their risk assessment and premium pricing policies in coastal and other impacted areas as loss experience has deviated from earlier predictions, sometimes substantially. In Florida, for example, some smaller carriers failed, some larger carriers left markets, and other carriers significantly increased the premiums of hurricane-related insurance, narrowed coverage, or both, resulting in numerous proposals for legislative and regulatory reform.
The availability, reliability, and cost of adequate property insurance are significant concerns for FHN and FHN's clients in affected markets. Although legislative reforms
and other developments in insurance markets have stabilized market conditions compared to recent years, instability in property insurance markets continues to make FHN's business decisions more difficult. That instability increases FHN's risks of loan loss and business downturn.
More fundamentally, elevated insurance and casualty costs blunt a key factor driving growth in many of these high-growth markets: lower costs of living. If market growth slows, FHN's business could be impacted.
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Critical Accounting Policies and Estimates
FHN has made no significant changes in its critical accounting policies and estimates from those disclosed in its 2025 Annual Report on Form 10-K.
Accounting Changes
Refer to Note 1 – Basis of Presentation and Accounting Policies in the Consolidated Financial Statements in Part I, Item 1 of this report for details of accounting changes adopted in the current year, which section is incorporated into MD&A by this reference.
Accounting and Reporting Developments
The following table describes updates to accounting standards that have been issued by the FASB but that are not yet effective.
Table I.2.27
ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE
Standard Summary of Guidance Effects on Financial Statements
ASU 2024-03Disaggregation of Income Statement Expenses Issued November 2024 •Requires tabular disclosure, on an annual and interim basis, of additional disaggregated information about prescribed expense categories if they are present in any expense caption on the face of the income statement within continuing operations. The prescribed categories applicable to FHN are employee compensation, depreciation, and intangible asset amortization. Other required expense disclosures must be included in the tabular disclosure when they are included in the same income statement caption as a prescribed expense category. •Requires disclosure of the total amount of selling expenses and, annually, an entity’s definition of selling expenses. •Effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. •Early adoption and retrospective application are permitted. •Required to be applied prospectively. •FHN is currently assessing the effects of adopting ASU 2024-03 on its financial statement disclosures.
ASU 2025-06Targeted Improvements to the Accounting for Internal-Use Software Issued September 2025 •Simplifies the capitalization guidance by removing all references to software development project stages. •Requires entities to begin capitalizing incurred software costs after management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. •Effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. •Early adoption is permitted. •The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. •FHN is currently assessing the effects of adopting ASU 2025-06 on its Consolidated Financial Statements and related disclosures.
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ASU 2025-10Accounting for Government Grants Received by Business Entities Issued December 2025 •Provides guidance on how business entities should recognize, measure, and present government grants received. •Effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. •Early adoption is permitted. •May be applied using a modified prospective, modified retrospective, or retrospective approach. •FHN is currently assessing the effects of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.
ASU 2025-11Narrow-Scope Improvements Issued December 2025 •Provides clarifications intended to improve the consistency and usability of interim disclosure requirements. •Includes a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. •Effective for interim periods within annual reporting periods beginning after December 15, 2027. •Early adoption is permitted. •May be applied using a prospective or retrospective approach. •FHN is currently assessing the effects of adopting ASU 2025-11 on its financial statement disclosures.
SEC Final Rule
In March 2024, the SEC adopted final rules, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Disclosures Rules”) to require registrants to disclose certain climate-related information in registration statements and annual reports. Information required for inclusion within the footnotes to the financial statements for severe weather events and other natural conditions includes 1) income statement effects before insurance recoveries above 1% of pre-tax income/loss, 2) balance sheet effects above 1% of shareholders’ equity, and 3) certain carbon offsets and renewable energy credits. Qualitative discussion is also required for material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclosed climate-related targets or transition plans.
These rules have yet to come into effect because the SEC suspended their effectiveness in April 2024, pending the resolution of legal challenges. In May 2026, the SEC issued a proposed rule to rescind the Climate Disclosures Rules. The SEC has not yet taken final action on that proposal.
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Non-GAAP Information
Table I.2.28
NON-GAAP TO GAAP RECONCILIATION
Three Months Ended Six Months Ended
(Dollars in millions; shares in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Pre-provision Net Revenue (Non-GAAP)
Net interest income (GAAP) $ 676 $ 641 $ 1,344 $ 1,272
Plus: Noninterest income (GAAP) 211 189 405 370
Total revenues (GAAP) 887 830 1,749 1,642
Less: Noninterest expense (GAAP) 532 491 1,036 978
Pre-provision net revenue (Non-GAAP) $ 355 $ 339 $ 713 $ 664
Tangible Common Equity (Non-GAAP)
(A) Total equity (GAAP) $ 9,463 $ 9,257 $ 9,463 $ 9,257
Less: Noncontrolling interest (a) 295 295 295 295
Less: Preferred stock (a) 682 426 682 426
(B) Total common equity 8,486 8,536 8,486 8,536
Less: Goodwill and other intangible assets (GAAP)(b) 1,599 1,633 1,599 1,633
(C) Tangible common equity (Non-GAAP) $ 6,887 $ 6,903 $ 6,887 $ 6,903
Tangible Assets (Non-GAAP)
(D) Total assets (GAAP) $ 84,437 $ 82,084 $ 84,437 $ 82,084
Less: Goodwill and other intangible assets (GAAP) (b) 1,599 1,633 1,599 1,633
(E) Tangible assets (Non-GAAP) $ 82,838 $ 80,451 $ 82,838 $ 80,451
Average Tangible Common Equity (Non-GAAP)
Average total equity (GAAP) $ 9,445 $ 9,097 $ 9,346 $ 9,104
Less: Average noncontrolling interest (a) 295 295 295 295
Less: Average preferred stock (a) 682 426 560 426
(F) Total average common equity 8,468 8,376 8,491 8,383
Less: Average goodwill and other intangible assets (GAAP) (b) 1,603 1,638 1,607 1,643
(G) Average tangible common equity (Non-GAAP) $ 6,865 $ 6,738 $ 6,884 $ 6,740
Net Income Available to Common Shareholders
(H) Net income available to common shareholders (annualized) (GAAP) $ 1,044 $ 933 $ 1,044 $ 898
Period-end Shares Outstanding
(I) Period-end shares outstanding 473,920 508,836 473,920 508,836
Ratios
(A)/(D) Total period-end equity to period-end assets (GAAP) 11.21 % 11.28 % 11.21 % 11.28 %
(C)/(E) Tangible common equity to tangible assets (Non-GAAP) 8.31 8.58 8.31 8.58
(H)/(F) Return on average common equity (GAAP) 12.33 11.14 12.30 10.72
(H)/(G) Return on average tangible common equity (Non-GAAP) 15.21 13.85 15.17 13.33
(B)/(I) Book value per common share (GAAP) $ 17.91 $ 16.78 $ 17.91 $ 16.78
(C)/(I) Tangible book value per common share (Non-GAAP) $ 14.53 $ 13.57 $ 14.53 $ 13.57
(a) Included in total equity on the Consolidated Balance Sheets.
(b) Includes goodwill and other intangible assets, net of amortization.
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