FHN 8-K: Q2 2025 Earnings Exhibits & Series B Preferred Redemption

Q: Are the earnings materials considered filed with the SEC?

No. Exhibits 99.1 and 99.2 are furnished, not filed , meaning they are not incorporated by reference into other SEC filings.

[8-K] First Horizon Corporation Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

First Horizon Corporation (NYSE: FHN) filed an 8-K dated July 16, 2025 to disclose two key items.

Item 2.02 鈥� The company furnished its Second-Quarter 2025 Earnings Release (Exhibit 99.1). Detailed financial data, GAAP/鈥媙on-GAAP reconciliations and capital ratios are contained in that exhibit; they are not included in the body of this filing.
Item 7.01 鈥� An accompanying Investor Slide Presentation (Exhibit 99.2) has also been furnished.

The filing emphasizes that both exhibits are furnished, not filed, under the Exchange Act and therefore are not incorporated by reference into other SEC filings.

Capital actions: The company confirms that all shares of Series B Non-Cumulative Perpetual Preferred Stock were called for redemption on July 2, 2025, effective August 1, 2025. When the redemption settles, the related depositary shares (ticker FHN PR B) will be suspended from trading and delisted from the NYSE.

The document also reminds investors that the exhibits contain forward-looking statements and extensive use of non-GAAP and regulatory capital measures such as CET1, Tier 1 Capital and RWA.

No quantitative second-quarter results are provided within this 8-K text; investors must review Exhibits 99.1 and 99.2 for earnings metrics and management commentary.

First Horizon Corporation (NYSE: FHN)電� 2025雲� 7鞗� 16鞚检瀽 8-K 氤搓碃靹滊ゼ鞝滌稖頃橃棳霊� 臧€歆€ 欤检殧靷暛鞚� 瓿店皽頄堨姷雼堧嫟.

頃 2.02 鈥� 须岇偓电� 2025雲� 2攵勱赴鞁れ爜氚滍憸鞛愲(歃濍箼鞛愲 99.1)毳� 鞝滉车頄堨姷雼堧嫟. 頃措嫻歃濍箼鞛愲鞐愲姅靸侅劯鞛 雿办澊韯�, GAAP/牍凣AAP 臁办爼雮挫棴氚� 鞛愲掣牍勳湪鞚� 韽暔霅橃柎鞛堨溂氅�, 氤� 氤搓碃靹� 氤鸽鞐愲姅韽暔霅橃柎鞛堨 鞎婌姷雼堧嫟.
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氤� 鞝滌稖氍胳劀電� 霊� 歃濍箼鞛愲臧€ 歃濌秾瓯半灅氩曥儊鞝滌稖霅� 瓴冹澊鞎勲媹霛� 鞝滉车霅� 瓴冹瀯鞚� 臧曥“頃橂┌, 霐半澕靹� 雼るジ SEC 鞝滌稖氍胳劀鞐� 彀胳“搿� 韽暔霅橃 鞎婋姅雼り碃氇呾嫓頃橁碃鞛堨姷雼堧嫟.

鞛愲掣甏€霠� 臁办箻: 须岇偓电� 氇摖 B 鞁滊Μ歃� 牍勲垊鞝� 鞓侁惮鞖办劆欤缄皜 2025雲� 7鞗� 2鞚� 靸來櫂鞖旍箔霅橃棃鞙茧┌, 2025雲� 8鞗� 1鞚茧秬韯� 須牓鞚� 氚滌儩頃�鞚� 頇曥澑頄堨姷雼堧嫟. 靸來櫂鞕勲 鞁� 甏€霠� 鞓堩儊欤检嫕(韹办护 FHN PR B)鞚€ 瓯半灅臧€ 欷戨嫧霅橁碃 NYSE鞐愳劀靸侅灔韽愳霅╇媹雼�.

霕愴暅鞚� 氍胳劀電� 韴瀽鞛愳棎瓴� 歃濍箼鞛愲鞐� 氙鸽灅鞓堨浮歆勳垹瓿� CET1, Tier 1 鞛愲掣, RWA 霌� 牍凣AAP 氚� 攴滌牅鞛愲掣歆€響滉皜甏戨矓鞙勴晿瓴� 靷毄霅橁碃鞛堨潓鞚� 靸侁赴鞁滍偟雼堧嫟.

鞚� 8-K 氤鸽鞐愲姅 2攵勱赴鞝曤焿鞝� 瓴瓣臣臧€ 韽暔霅橃柎鞛堨 鞎婌溂氙€搿�, 韴瀽鞛愲姅鞁れ爜歆€響� 氚� 瓴届榿歆� 旖旊韸鸽ゼ頇曥澑頃橁赴鞙勴暣歃濍箼鞛愲 99.1瓿� 99.2毳� 瓴€韱犿暣鞎� 頃╇媹雼�.

Positive

Planned redemption of Series B preferred shares will eliminate an outstanding class of preferred equity and simplify the capital structure.
Timely furnishing of Q2 2025 earnings release and investor presentation provides investors with up-to-date performance information.

Negative

No financial metrics disclosed in the body of the 8-K; investors must reference external exhibits for results.
Delisting of FHN PR B depositary shares may affect liquidity for current preferred shareholders.

Insights

TL;DR: Filing is largely procedural鈥攅arnings and slides furnished; Series B preferred redemption noted鈥攏et investor impact neutral.

The 8-K supplies housekeeping information rather than hard numbers. Investors learn that Q2 2025 results and presentation are available in separate exhibits and that the Series B preferred shares will be redeemed on Aug 1, removing the FHN PR B security from trading. While redemption marginally simplifies the capital stack and may reduce future preferred dividends, the cost, pricing, and balance-sheet impact are not disclosed here, limiting assessment. Overall, until the earnings release is reviewed, the filing is informational but not materially price-moving.

First Horizon Corporation (NYSE: FHN)電� 2025雲� 7鞗� 16鞚检瀽 8-K 氤搓碃靹滊ゼ鞝滌稖頃橃棳霊� 臧€歆€ 欤检殧靷暛鞚� 瓿店皽頄堨姷雼堧嫟.

頃 2.02 鈥� 须岇偓电� 2025雲� 2攵勱赴鞁れ爜氚滍憸鞛愲(歃濍箼鞛愲 99.1)毳� 鞝滉车頄堨姷雼堧嫟. 頃措嫻歃濍箼鞛愲鞐愲姅靸侅劯鞛 雿办澊韯�, GAAP/牍凣AAP 臁办爼雮挫棴氚� 鞛愲掣牍勳湪鞚� 韽暔霅橃柎鞛堨溂氅�, 氤� 氤搓碃靹� 氤鸽鞐愲姅韽暔霅橃柎鞛堨 鞎婌姷雼堧嫟.
頃 7.01 鈥� 頃粯鞝滉车霅� 韴瀽鞛愳毄鞀澕鞚措摐頂勲爤鞝犿厡鞚挫厴(歃濍箼鞛愲 99.2)霃� 鞝滌稖霅橃棃鞀惦媹雼�.

07/16/2025 - 06:48 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

July 16, 2025

Date of Report (date of earliest event reported)

(Exact name of registrant as specified in its charter)


TN	001-15185		62-0803242
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

165 Madison Avenue	Memphis,	Tennessee	38103
(Address of Principal Executive Offices)			(Zip Code)

(Registrant's telephone number, including area code) (901) 523-4444

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock	FHN	New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in	FHN PR B	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series B*
Depositary Shares, each representing a 1/400th interest in	FHN PR C	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series C
Depositary Shares, each representing a 1/4,000th interest in	FHN PR E	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series E
Depositary Shares, each representing a 1/4,000th interest in	FHN PR F	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series F

*On July 2, 2025, all shares of Series B Preferred Stock were called for redemption effective August 1, 2025. That redemption will result in the redemption, suspension from trading, and delisting of the related Series B Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

ITEM 2.02. Results of Operations and Financial Condition.

Furnished as Exhibit 99.1 is a copy of the First Horizon Corporation (“FHN” or "First Horizon") Second Quarter 2025 Earnings Release, released today.

ITEM 7.01. Regulation FD Disclosure.

Furnished as Exhibit 99.2 is a copy of the Investor Slide Presentation for the quarter ended June 30, 2025, released today.

Exhibits 99.1 and 99.2 are furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure,” respectively. The exhibits speak as of the date thereof, and FHN does not assume any obligation to update in the future the information therein.

Use of Non-GAAP Measures and Regulatory Measures that are not GAAP in the Exhibits

Certain measures included in the exhibits furnished by this report are “non-GAAP,” meaning they are not presented in accordance with generally accepted accounting principles in the U.S. and also are not codified in U.S. banking regulations currently applicable to FHN. Although other entities may use calculation methods that differ from those used by FHN for non-GAAP measures, FHN’s management believes such measures are relevant to understanding the financial condition, capital position, and financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and Board of Directors through various internal reports.

The non-GAAP measures included in the exhibits furnished by this report are identified in the exhibits, and in the reconciliations to GAAP measures. Reconciliations of non-GAAP to GAAP measures and presentation of the most comparable GAAP items are presented near the end (immediately before the Glossary) of Exhibit 99.1-Earnings Release and at the end of Exhibit 99.2-Investor Slide Presentation.

Presentation of regulatory measures, even those which are not GAAP, provides a meaningful base for comparability to other financial institutions subject to the same regulations as FHN, as demonstrated by their use by banking regulators in reviewing capital adequacy of financial institutions. Although not GAAP terms, these regulatory measures are not considered “non-GAAP” under U.S. financial reporting rules as long as their presentation conforms to regulatory standards. Regulatory measures included in the measures furnished by this report include: common equity tier 1 capital ("CET1"), generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; tier 1 capital, generally defined as the sum of core capital (including common equity and instruments that cannot be redeemed at the option of the holder) adjusted for certain items under risk based capital regulations; and risk-weighted assets ("RWA"), which is a measure of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios.

Forward-Looking Statements

Each exhibit furnished by this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to FHN's beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results, or other developments. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward,” and other similar expressions that indicate future events and trends. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic, and competitive uncertainties and contingencies, many of which are beyond FHN’s control, and many of which, with respect to future business decisions and actions (including acquisitions and divestitures), are subject to change and could cause FHN’s actual future results and outcomes to differ materially from those contemplated or implied by forward-looking statements or historical performance. While there is no assurance that any list of uncertainties and contingencies is complete, examples of factors which could cause actual results to differ from those contemplated by forward-looking statements or historical performance include those mentioned: in each exhibit; in the forepart, and in Items 1, 1A, and 7, of FHN’s most recent Annual Report on Form 10-K; and in the forepart, and in Item 1A of Part II, of FHN’s Quarterly Report(s) on Form 10-Q filed after that Annual Report. Any forward-looking statements made by or on behalf of FHN speak only as of the date they are made and FHN assumes no obligation to update or revise any forward-looking statements that are made in any exhibit or in any other statement, release, report, or filing from time to time. Actual results could differ, and expectations could change, possibly materially, because of one or more factors, including those factors listed in the documents mentioned above, and other factors not listed. Throughout each exhibit, numbers may not total due to rounding, references to EPS are fully diluted and capital ratios for the most recent quarter are estimates.


FIRST HORIZON CORPORATION			2			FORM 8-K CURRENT REPORT 07/16/2025

ITEM 9.01. Financial Statements and Exhibits.

(d)Exhibits

Each of the following Exhibits 99.1 and 99.2, furnished pursuant to Items 2.02 and 7.01, respectively, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of FHN’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.


Exhibit #						Description

99.1						First Horizon Corporation Second Quarter 2025 Earnings Release
99.2						Investor Slide Presentation for Second Quarter 2025 Earnings
104						Cover Page Interactive Data File, formatted in Inline XBRL


FIRST HORIZON CORPORATION			3			FORM 8-K CURRENT REPORT 07/16/2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST HORIZON CORPORATION

(Registrant)

Date:

July 16, 2025

By:

/s/ Hope Dmuchowski

Hope Dmuchowski

Senior Executive Vice President—Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)


FIRST HORIZON CORPORATION			4			FORM 8-K CURRENT REPORT 07/16/2025

Source:

FAQ

What did First Horizon (FHN) announce in its July 16 2025 Form 8-K?

It furnished its Q2 2025 earnings release (Ex. 99.1), an investor slide deck (Ex. 99.2), and confirmed redemption of Series B preferred shares effective Aug 1 2025.

When will the Series B preferred stock and its depositary shares be redeemed?

All Series B preferred shares were called on Jul 2 2025 for redemption effective Aug 1 2025, after which FHN PR B will be delisted.

Are the earnings materials considered filed with the SEC?

No. Exhibits 99.1 and 99.2 are furnished, not filed, meaning they are not incorporated by reference into other SEC filings.

Does the filing use non-GAAP measures?

Yes. Management notes that the exhibits include non-GAAP metrics with reconciliations to GAAP near the end of each document.

Which regulatory capital ratios are mentioned?

The exhibits reference CET1, Tier 1 Capital and Risk-Weighted Assets (RWA) as defined under banking regulations.

AG真人官方

[8-K] First Horizon Corporation Reports Material Event

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FAQ

What did First Horizon (FHN) announce in its July 16 2025 Form 8-K?

When will the Series B preferred stock and its depositary shares be redeemed?

Are the earnings materials considered filed with the SEC?

Does the filing use non-GAAP measures?

Which regulatory capital ratios are mentioned?

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[8-K] First Horizon Corporation Reports Material Event

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Financial Analyst neutral

FAQ

What did First Horizon (FHN) announce in its July 16 2025 Form 8-K?

When will the Series B preferred stock and its depositary shares be redeemed?

Are the earnings materials considered filed with the SEC?

Does the filing use non-GAAP measures?

Which regulatory capital ratios are mentioned?

NYSE:FHN

FHN Rankings

FHN Latest News

FHN Latest SEC Filings

FHN Stock Data