Goodwill and Other Intangible Assets
Goodwill
FHN performed the required annual goodwill impairment test as of October 1, 2025. The annual impairment test did not indicate impairment in any of FHN’s reporting units as of the testing date. Following the testing date, management evaluated the events and circumstances that could indicate that goodwill might be impaired and concluded that it is not more likely than not that goodwill was impaired. If there are any triggering events between annual evaluations, management will evaluate whether an interim impairment analysis is warranted.
Accounting estimates and assumptions were made about FHN’s future performance and cash flows, as well as other prevailing market factors (e.g., interest rates, economic trends, etc.) when determining fair value as part of the goodwill impairment test. While management used the best information available to estimate future performance for each reporting unit, future adjustments to management’s projections may be necessary if conditions differ substantially from the assumptions used in making the estimates.
As further discussed in Note 19 - Business Segment Information, FHN reorganized its management reporting structure during 2024 and, accordingly, its segment reporting structure and reporting units used in the assessment of goodwill impairment. In connection with
the reorganization, goodwill was reallocated to segments and reporting units.
The following is a summary of goodwill by reportable segment included in the Consolidated Balance Sheets as of December 31, 2025.
Table 8.6.1
GOODWILL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions) | | Commercial, Consumer & Wealth | | Wholesale | | Total | | | | | | | | | |
| December 31, 2022 | | $ | 1,217 | | | $ | 294 | | | $ | 1,511 | | | | | | | | | | |
| Additions | | — | | | — | | | — | | | | | | | | | | |
| Divestitures (a) | | — | | | (1) | | | (1) | | | | | | | | | | |
| December 31, 2023 | | $ | 1,217 | | | $ | 293 | | | $ | 1,510 | | | | | | | | | | |
| Additions | | — | | | — | | | — | | | | | | | | | | |
| December 31, 2024 | | $ | 1,217 | | | $ | 293 | | | $ | 1,510 | | | | | | | | | | |
| Additions | | — | | | — | | | — | | | | | | | | | | |
| December 31, 2025 | | $ | 1,217 | | | $ | 293 | | | $ | 1,510 | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
(a)Reduction in goodwill is related to the divestiture of FHN Financial Main Street Advisors assets in December 2023.
Other intangible assets
The following table, which excludes fully amortized intangibles, presents other intangible assets included in the Consolidated Balance Sheets.
Table 8.6.2
OTHER INTANGIBLE ASSETS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2025 | | December 31, 2024 |
| (Dollars in millions) | | Gross Carrying
Amount | | Accumulated
Amortization | | Net Carrying
Value | | Gross Carrying
Amount | | Accumulated
Amortization | | Net Carrying
Value |
| Core deposit intangibles | | $ | 354 | | | $ | (264) | | | $ | 90 | | | $ | 356 | | | $ | (233) | | | $ | 123 | |
| Client relationships | | 32 | | | (20) | | | 12 | | | 32 | | | (18) | | | 14 | |
| Other (a) | | 11 | | | (8) | | | 3 | | | 27 | | | (21) | | | 6 | |
| Total | | $ | 397 | | | $ | (292) | | | $ | 105 | | | $ | 415 | | | $ | (272) | | | $ | 143 | |
| | | | | | | | | | | | |
(a)Includes non-compete covenants and purchased credit card intangible assets. Also includes state banking licenses which are not subject to amortization.
Amortization expense was $38 million, $44 million, and $47 million for the years ended December 31, 2025, 2024 and 2023, respectively. Estimated aggregate amortization expense for each of the next five years, based on existing asset balances as of December 31, 2025, is as follows.
Table 8.6.3
ESTIMATED AMORTIZATION EXPENSE
| | | | | | | | |
| (Dollars in millions) | | |
| 2026 | | $ | 33 | |
| 2027 | | 29 | |
| 2028 | | 17 | |
| 2029 | | 15 | |
| 2030 | | 7 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.