FNB

EX-99.1

2 fnbex991earningsreleaseq32.htm

EX-99.1

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F.N.B. Corporation Reports Third Quarter 2026 Earnings

Record Net Interest Income Driven by Net Interest Margin (non-GAAP) Expansion and Loan and Deposit Annualized Growth of 8.5% and 8.9%, Respectively

PITTSBURGH, PA – October 19, 2026 – F.N.B. Corporation (NYSE: FNB) reported earnings for the third quarter of 2026 with net income of $152.9 million, or $0.43 per diluted common share. Comparatively, third quarter 2025 net income totaled $149.5 million, or $0.41 per diluted common share, and second quarter 2026 net income totaled $148.7 million, or $0.42 per diluted common share.

On an operating basis, there were no significant items impacting earnings for the third and second quarters of 2026. By comparison, third quarter of 2025 net income on an operating basis (non-GAAP) was $147.7 million, excluding $(2.3) million (pre-tax) of significant items impacting earnings.

“F.N.B. Corporation delivered another strong quarter with $0.43 earnings per diluted common share, bringing year-to-date earnings to $1.23 per diluted common share, a 13% increase over the same period in 2025. For the third quarter of 2026, we generated record net interest income, expanded net interest margin and increased tangible book value per common share (non-GAAP) 7% year over year, while continuing to return capital through share repurchase activity and an attractive dividend,” said F.N.B. Corporation Chairman, President and Chief Executive Officer, Vince Delie. “FNB continues to leverage technology investments to gain market share throughout our diverse geographic footprint with 8.5% annualized loan growth and 8.9% annualized deposit growth, both of which align with our long-term organic growth trajectory. Our consistent underwriting standards contributed to solid credit quality results for the quarter. By strategically investing in innovative technology to grow primary relationships and low-cost deposits, while also maintaining a focus on expanding high-value fee-based businesses to diversify revenue streams, we are building a stronger, more resilient franchise. The investments in these initiatives contributed to a strong third quarter performance and create sustainable value for the future.”

Third Quarter 2026 Highlights

(All comparisons refer to the third quarter of 2025, except as noted)

•Average loans and leases totaled $36.1 billion, an increase of $1.3 billion, or 3.7%, with growth of $1.2 billion in average consumer loans and $115.4 million in average commercial loans and leases.

•On a linked-quarter basis, period-end total loans and leases increased $768.0 million, or 8.5% annualized, with growth in consumer loans and commercial loans and leases of $435.3 million and $332.7 million, respectively.

•Average deposits totaled $38.8 billion, an increase of $914.1 million, or 2.4%, reflecting growth in average interest-bearing demand deposits of $640.6 million, average money market deposits of $443.8 million, average non-interest-bearing demand deposits of $134.0 million, and average savings deposits of $30.6 million more than offsetting the decline in average time deposits of $334.8 million.

•On a linked-quarter basis, period-end total deposits increased $870.6 million, or 8.9% annualized, driven by growth in money market deposits of $710.9 million, interest-bearing demand deposits of $239.0 million and non-interest-bearing demand deposits of $77.5 million more than offsetting the decline in time deposits of $121.4 million.

•The loan-to-deposit ratio was 92.4% at September 30, 2026, compared to 92.5% at June 30, 2026, and 90.9% at September 30, 2025.

•Net interest income totaled $376.5 million, a linked-quarter increase of $10.8 million, or 3.0%, primarily due to growth in earning assets, higher yields on earning assets (non-GAAP) and the

1

impact of one more day in the current quarter more than offsetting a slight increase in the cost of funds. Net interest margin (FTE) (non-GAAP) equaled 3.29%, an increase of 4 basis points from the second quarter 2026 level with stable interest-bearing deposit costs and higher yields on earning assets. The Federal Open Market Committee (FOMC) increased the target federal funds rate by 25 basis points in September 2026.

•Pre-provision net revenue (non-GAAP) totaled $212.2 million, with the 1.3% increase from the prior quarter driven by record net interest income.

•Provision for credit losses was $19.6 million, a decrease of $1.7 million from the prior quarter, with net charge-offs of $11.0 million, or 0.12% annualized of total average loans, compared to $17.0 million, or 0.19% annualized, in the prior quarter. The ratio of non-performing loans and other real estate owned (OREO) to total loans and leases and OREO increased 2 basis points from the prior quarter to 0.33%, and total delinquency increased 4 basis points from the prior quarter to 0.75%. The allowance for credit losses (ACL) to total loans and leases ratio remain

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F.N.B. Corporation Reports Second Quarter 2026 Earnings

Record Revenue of $462.7 million Drove EPS Growth of 16.7% Year-Over-Year

PITTSBURGH, PA – July 16, 2026 – F.N.B. Corporation (NYSE: FNB) reported earnings for the second quarter of 2026 with net income of $148.7 million, or $0.42 per diluted common share. Comparatively, second quarter 2025 net income totaled $130.7 million, or $0.36 per diluted common share, and first quarter 2026 net income totaled $137.0 million, or $0.38 per diluted common share.

“F.N.B. Corporation’s second quarter results reflect the successful execution of our technology-focused strategic business model, highlighted by a 17% year-over-year increase in EPS to $0.42. Record revenue of $463 million drove a 9% year-over-year increase in pre-provision net revenue (non-GAAP) and another quarter of positive operating leverage. Tangible book value per common share (non-GAAP) increased 10% compared to June 30, 2025, and return on average tangible common equity (non-GAAP) equaled 14%,” said F.N.B. Corporation Chairman, President and Chief Executive Officer, Vincent J. Delie, Jr. “Average loans and leases grew 7% annualized linked-quarter while maintaining our strict credit discipline and originating high-quality assets in a volatile geopolitical and macroeconomic environment. Average non-interest-bearing deposit balances grew nearly 5% annualized from the prior quarter leading to a 26% mix of non-interest-bearing to total deposits for the seventh consecutive quarter. Our investments in digital capabilities, data analytics and artificial intelligence enable us to gain efficiency and deepen household penetration, expanding our position as the primary bank for our consumer, advisory and commercial customers."

Second Quarter 2026 Highlights

(All comparisons refer to the second quarter of 2025, except as noted)

•Average loans and leases totaled $35.5 billion, an increase of $1.0 billion, or 2.9%, as the growth of $1.1 billion in consumer loans more than offset a slight decrease of $66.7 million in commercial loans and leases.

•On a linked-quarter basis, total average loans and leases increased $601.2 million, or 6.9% annualized, driven by growth in consumer loans and commercial loans and leases of $362.6 million and $238.6 million, respectively.

•Average deposits totaled $38.7 billion, an increase of $1.5 billion, or 4.1%, reflecting growth in average money market deposits of $727.3 million, average interest-bearing demand deposits of $541.0 million, average non-interest-bearing demand deposits of $129.8 million, average time deposits of $71.0 million and average savings deposits of $65.4 million.

•On a linked-quarter basis, total average deposits increased $293.3 million, or 3.1% annualized, driven by growth in average time deposits of $119.3 million, average non-interest-bearing demand deposits of $114.0 million and average interest-bearing demand deposits of $75.8 million.

•The loan-to-deposit ratio was 92.5% at June 30, 2026, compared to 90.3% at March 31, 2026, and 91.9% at June 30, 2025.

•Net interest income totaled $365.7 million, an increase of $6.4 million, or 1.8%, linked-quarter, primarily due to growth in earning assets, lower cost of funds and the impact of one more day in the current quarter. Net interest margin (FTE) (non-GAAP) equaled 3.25%, stable to the first quarter 2026 level.

•Strong non-interest income totaled $97.0 million, an increase of $6.0 million, or 6.6%, linked-quarter, benefiting from our diversified business model and related revenue generation.

•Pre-provision net revenue (non-GAAP) totaled $209.4 million, an 8.8% increase from the prior quarter, driven by continued strong non-interest income generation and growth in net interest income.

1

•Provision for credit losses was $21.4 million, an increase of $2.9 million from the prior quarter, with net charge-offs of $17.0 million, or 0.19% annualized of total average loans, compared to $15.9 million, or 0.18% annualized, in the prior quarter. The ratio of non-performing loans and other real estate owned (OREO) to total loans and leases and OREO decreased 3 basis points from the prior quarter to 0.31%, and total delinquency decreased 3 basis points from the prior quarter to 0.71%. The allowance for credit losses (ACL) to total loans and leases ratio decreased 1 basis point to 1.25%. Overall, asset quality metrics remain at solid levels, reflecting continued proactive management of the loan portfolio.

•The Common Equity Tier 1 (CET1) regulatory capital ratio ended the quarter at 11.4% (estimated), compared to 10.8% at June 30, 2025, and 11.4% at March 31, 2026. The tangible common equity to tangible assets ratio (non-GAAP) equaled 8.9%, compared to 8.5% at June 30, 2025, and 8.9% at March 31, 2026.

•Tangible book value per common share (non-GAAP) of $12.24 increased $1.10, or 9.9%, compared to June 30, 2025, and $0.18, or 1.5%, compared to Mar

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F.N.B. Corporation Reports First Quarter 2026 Earnings

Revenue Growth of 9.4% Drove an 18.8% Increase in Diluted EPS and 11.4% Growth in Tangible Book Value per Share (non-GAAP) from the First Quarter of 2025

PITTSBURGH, PA – April 16, 2026 – F.N.B. Corporation (NYSE: FNB) reported earnings for the first quarter of 2026 with net income of $137.0 million, or $0.38 per diluted common share. Comparatively, first quarter 2025 net income totaled $116.5 million, or $0.32 per diluted common share, and fourth quarter of 2025 net income totaled $168.7 million, or $0.47 per diluted common share.

On an operating basis, there were no significant items impacting earnings for the first quarters of 2026 and 2025. By comparison, fourth quarter 2025 earnings per diluted common share on an operating basis (non-GAAP) was $0.50, excluding $16.6 million (pre-tax) of significant items impacting earnings.

“F.N.B. Corporation’s first quarter earnings increased 19% from the year-ago quarter to $0.38 per diluted common share. Pre-provision net revenue (non-GAAP) increased 17% as we generated positive operating leverage of 5% with continued solid non-interest income generation and growth in net interest income,” said F.N.B. Corporation Chairman, President and Chief Executive Officer, Vincent J. Delie, Jr. “Our key performance metrics and capital ratios remain strong with return on average tangible common equity (non-GAAP) equaling 13.2% and tangible book value per share (non-GAAP) of $12.06, an increase of 11% from the year-ago-quarter. Our Company's sustained superior financial performance, investments in a resilient risk management framework and a strong balance sheet have provided FNB with flexibility to efficiently deploy capital to benefit our shareholders. As we previously announced, we increased our quarterly cash dividend 8% to $0.13 per share and authorized a new share repurchase program with a total of $300 million now available for repurchase. FNB’s award-winning digital and data analytics capabilities, including the eStore®, as well as investments in our Advisory and Capital Markets businesses and differentiated product offerings have enabled our team to continue to sustain growth and win against competitors of all sizes.”

First Quarter 2026 Highlights

(All comparisons refer to the first quarter of 2025, except as noted)

•Average loans and leases totaled $34.9 billion, an increase of $849.4 million, or 2.5%, driven by consumer loan growth of $1.1 billion. In December 2025, FNB transferred approximately $200 million of performing residential mortgage loans to held-for-sale in anticipation of a loan sale that closed in the first quarter of 2026 as part of balance sheet management actions.

•On a linked-quarter basis, period-end total consumer loans and commercial loans and leases increased $198.2 million and $136.0 million, respectively, as loan activity began to accelerate late in the quarter.

•Average deposits totaled $38.4 billion, an increase of $1.4 billion, or 3.8%, as the growth in average money market deposits of $1.0 billion, average interest-bearing demand deposits of $241.0 million and average non-interest-bearing demand deposits of $180.3 million more than offset the declines in average savings deposits of $42.0 million and average time deposits of $30.7 million.

•On a linked-quarter basis, period-end total deposits increased $141.8 million, with deposit growth more than offsetting seasonal outflows during the quarter.

•The loan-to-deposit ratio was 90.3% at March 31, 2026, compared to 89.7% at December 31, 2025, and 91.9% at March 31, 2025.

1

•Net interest income totaled $359.3 million, a decrease of $6.2 million, or 1.7%, linked-quarter, primarily due to the impact of two less days in the current quarter and lower yields on earning assets, partially offset by a lower cost of funds.

•Net interest margin (FTE) (non-GAAP) equaled 3.25%, a decrease of 3 basis points from the fourth quarter of 2025, reflecting an 8 basis point decline in the total cost of funds offset by an 11 basis point decline in the total yield on earning assets (non-GAAP) which were impacted by the Federal Open Market Committee (FOMC) lowering the target federal funds rate in December 2025.

•Pre-provision net revenue (non-GAAP) totaled $192.4 million, a 17% increase from the year-ago quarter, driven by continued solid non-interest income generation and growth in net interest income.

•Provision for credit losses was $18.5 million, a decrease of $0.4 million from the prior quarter, with net charge-offs of $15.9 million, or 0.18% annualized of total average loans, compared to $16.4 million, or 0.19% annualized, in the prior quarter. The ratio of non-performing loans and other real estate owned (OREO) to total loans and leases and OREO increased 3 basis points from the prior quarter to 0.34%, and total delinquency increased 3 basis points from the prior quarter to 0.74%. Th

fnb-20260120FNB CORP/PA/0000037808false00000378082026-01-202026-01-20

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

Date of Report (Date of earliest event reported): January 20, 2026

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

626 Washington Place,Pittsburgh, PA15219 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (Former name or former address, if changed since last report)

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

Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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))

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 20, 2026, F.N.B. Corporation announced financial results for the quarter ended December 31, 2025. A copy of the press release announcing our results for the quarter ended December 31, 2025 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated January 20, 2026 announcing the financial results of F.N.B. Corporation for the quarter ended December 31, 2025.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: January 21, 2026

fnb-20251016FNB CORP/PA/0000037808false00000378082025-10-162025-10-16

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

Date of Report (Date of earliest event reported): October 16, 2025

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

626 Washington Place,Pittsburgh, PA15219 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (Former name or former address, if changed since last report)

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

Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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 Instructions 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))

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 16, 2025, F.N.B. Corporation announced financial results for the quarter ended September 30, 2025. A copy of the press release announcing our results for the quarter ended September 30, 2025 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated October 16, 2025 announcing the financial results of F.N.B. Corporation for the quarter ended September 30, 2025.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: October 17, 2025

fnb-20250717FNB CORP/PA/0000037808false00000378082025-07-172025-07-17

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

Date of Report (Date of earliest event reported): July 17, 2025

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

626 Washington Place,Pittsburgh, PA15219 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (Former name or former address, if changed since last report)

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

Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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 Instructions 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))

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 17, 2025, F.N.B. Corporation announced financial results for the quarter ended June 30, 2025. A copy of the press release announcing our results for the quarter ended June 30, 2025 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated July 17, 2025 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2025.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: July 18, 2025

fnb-20250416FNB CORP/PA/0000037808false00000378082025-04-162025-04-16

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

Date of Report (Date of earliest event reported): April 16, 2025

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

626 Washington Place,Pittsburgh, PA15219 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 16, 2025, F.N.B. Corporation announced financial results for the quarter ended March 31, 2025. A copy of the press release announcing our results for the quarter ended March 31, 2025 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated April 16, 2025 announcing the financial results of F.N.B. Corporation for the quarter ended March 31, 2025.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: April 17, 2025

fnb-20250122FNB CORP/PA/0000037808false00000378082025-01-222025-01-22

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

Date of Report (Date of earliest event reported): January 22, 2025

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

626 Washington Place,Pittsburgh, PA15219 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 22, 2025, F.N.B. Corporation announced financial results for the quarter ended December 31, 2024. A copy of the press release announcing our results for the quarter ended December 31, 2024 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated January 22, 2025 announcing the financial results of F.N.B. Corporation for the quarter ended December 31, 2024.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: January 22, 2025

fnb-20241017FNB CORP/PA/0000037808false00000378082024-10-172024-10-17

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

Date of Report (Date of earliest event reported): October 17, 2024

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 17, 2024, F.N.B. Corporation announced financial results for the quarter ended September 30, 2024. A copy of the press release announcing our results for the quarter ended September 30, 2024 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated October 17, 2024 announcing the financial results of F.N.B. Corporation for the quarter ended September 30, 2024.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: October 18, 2024

fnb-20240717FNB CORP/PA/0000037808false00000378082024-07-172024-07-17

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

Date of Report (Date of earliest event reported): July 17, 2024

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 17, 2024, F.N.B. Corporation announced financial results for the quarter ended June 30, 2024. A copy of the press release announcing our results for the quarter ended June 30, 2024 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated July 17, 2024 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2024.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: July 18, 2024

fnb-20240417FNB CORP/PA/0000037808false00000378082024-04-172024-04-17

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

Date of Report (Date of earliest event reported): April 17, 2024

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 17, 2024, F.N.B. Corporation announced financial results for the quarter ended March 31, 2024. A copy of the press release announcing our results for the quarter ended March 31, 2024 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated April 17, 2024 announcing the financial results of F.N.B. Corporation for the quarter ended March 31, 2024.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: April 18, 2024

fnb-20240118FNB CORP/PA/0000037808false00000378082024-01-182024-01-180000037808us-gaap:CommonStockMemberexch:XNYS2024-01-182024-01-180000037808us-gaap:SeriesEPreferredStockMemberexch:XNYS2024-01-182024-01-18

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

Date of Report (Date of earliest event reported): January 18, 2024

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 18, 2024, F.N.B. Corporation announced financial results for the quarter ended December 31, 2023. A copy of the press release announcing our results for the quarter ended December 31, 2023 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated January 18, 2024 announcing the financial results of F.N.B. Corporation for the quarter ended December 31, 2023.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: January 19, 2024

fnb-20231018FNB CORP/PA/0000037808false00000378082023-10-182023-10-180000037808exch:XNYSus-gaap:CommonStockMember2023-10-182023-10-180000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2023-10-182023-10-18

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

Date of Report (Date of earliest event reported): October 18, 2023

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 18, 2023, F.N.B. Corporation announced financial results for the quarter ended September 30, 2023. A copy of the press release announcing our results for the quarter ended September 30, 2023 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated October 18, 2023 announcing the financial results of F.N.B. Corporation for the quarter ended September 30, 2023.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: October 19, 2023

fnb-20230719FNB CORP/PA/0000037808false00000378082023-07-192023-07-190000037808exch:XNYSus-gaap:CommonStockMember2023-07-192023-07-190000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2023-07-192023-07-19

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

Date of Report (Date of earliest event reported): July 19, 2023

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 19, 2023, F.N.B. Corporation announced financial results for the quarter ended June 30, 2023. A copy of the press release announcing our results for the quarter ended June 30, 2023 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated July 19, 2023 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2023.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: July 20, 2023

fnb-20230419FNB CORP/PA/0000037808false00000378082023-04-192023-04-190000037808exch:XNYSus-gaap:CommonStockMember2023-04-192023-04-190000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2023-04-192023-04-19

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

Date of Report (Date of earliest event reported): April 19, 2023

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 19, 2023, F.N.B. Corporation announced financial results for the quarter ended March 31, 2023. A copy of the press release announcing our results for the quarter ended March 31, 2023 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated April 19, 2023 announcing the financial results of F.N.B. Corporation for the quarter ended March 31, 2023.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: April 20, 2023

fnb-20230123FNB CORP/PA/0000037808false00000378082023-01-232023-01-230000037808us-gaap:CommonStockMemberexch:XNYS2023-01-232023-01-230000037808us-gaap:SeriesEPreferredStockMemberexch:XNYS2023-01-232023-01-23

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

Date of Report (Date of earliest event reported): January 23, 2023

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 23, 2023, F.N.B. Corporation announced financial results for the quarter ended December 31, 2022. A copy of the press release announcing our results for the quarter ended December 31, 2022 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated January 23, 2023 announcing the financial results of F.N.B. Corporation for the quarter ended December 31, 2022.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: January 24, 2023

fnb-20221018FNB CORP/PA/0000037808false00000378082022-10-182022-10-180000037808exch:XNYSus-gaap:CommonStockMember2022-10-182022-10-180000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2022-10-182022-10-18

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

Date of Report (Date of earliest event reported): October 18, 2022

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 18, 2022, F.N.B. Corporation announced financial results for the quarter ended September 30, 2022. A copy of the press release announcing our results for the quarter ended September 30, 2022 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated October 18, 2022 announcing the financial results of F.N.B. Corporation for the quarter ended September 30, 2022.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: October 19, 2022

fnb-20220720FNB CORP/PA/0000037808false00000378082022-07-202022-07-200000037808exch:XNYSus-gaap:CommonStockMember2022-07-202022-07-200000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2022-07-202022-07-20

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

Date of Report (Date of earliest event reported): July 20, 2022

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 20, 2022, F.N.B. Corporation announced financial results for the quarter ended June 30, 2022. A copy of the press release announcing our results for the quarter ended June 30, 2022 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated July 20, 2022 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2022.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: July 21, 2022

fnb-20220418FNB CORP/PA/0000037808false00000378082022-04-182022-04-180000037808exch:XNYSus-gaap:CommonStockMember2022-04-182022-04-180000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2022-04-182022-04-18

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

Date of Report (Date of earliest event reported): April 18, 2022

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 18, 2022, F.N.B. Corporation announced financial results for the quarter ended March 31, 2022. A copy of the press release announcing our results for the quarter ended March 31, 2022 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated April 18, 2022 announcing the financial results of F.N.B. Corporation for the quarter ended March 31, 2022.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: April 19, 2022

fnb-20220119FNB CORP/PA/0000037808false00000378082022-01-192022-01-190000037808us-gaap:CommonStockMemberexch:XNYS2022-01-192022-01-190000037808us-gaap:SeriesEPreferredStockMemberexch:XNYS2022-01-192022-01-19

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

Date of Report (Date of earliest event reported): January 19, 2022

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation)

001-3194025-1255406 (Commission File Number)(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street,Pittsburgh, PA15212 (Address of Principal Executive Offices)(Zip Code)

(800) 555-5455

(Registrant's telephone number, including area code)

N/A (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 Instructions 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 ClassTrading Symbol(s)Name of Exchange on which Registered Common Stock, par value $0.01 per shareFNBNew York Stock Exchange

Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew York Stock Exchange

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. ☐

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 19, 2022, F.N.B. Corporation announced financial results for the quarter ended December 31, 2021. A copy of the press release announcing our results for the quarter ended December 31, 2021 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit NumberDescription 99.1Press release dated January 19, 2022 announcing the financial results of F.N.B. Corporation for the quarter ended December 31, 2021.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

F.N.B. CORPORATION

(Registrant)

By:/s/ Vincent J. Calabrese, Jr. Name:Vincent J. Calabrese, Jr. Title:Chief Financial Officer (Principal Financial Officer)

Dated: January 20, 2022