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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-26 · 45 added, 37 removed, 151 unchanged (35% of the section changed)

7 unchanged sentences

Information required by this item is set forth in “Report of Management on F.N.B.

Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” in Item 8 of this Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a – 15(f) and 15d –15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 2023 to which this report relates that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 2024 to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2024, no director or officer of FNB adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVES OFFICERS AND CORPORATE GOVERNANCE

Information relating to this item is provided in our definitive proxy statement to be filed with the SEC in connection with our annual meeting of stockholders to be held May 8, 2024.

Such information is incorporated herein by reference.

Certain information regarding executive officers is included under the caption “Information About Our Executive Officers" after Part I, Item 4, of this Report.

Certain information regarding executive officers is included under the caption “Information About Our Executive Officers" in the "Business" section of this Report.

The other information required by this item will be set forth in the following sections of our definitive proxy statement to be filed with the SEC in connection with our 2025 annual meeting of shareholders (the "2025 Proxy Statement"), which will be filed with the SEC pursuant to Regulation 14A within 120 days of our fiscal year ended December 31, 2024, and this information is incorporated herein by reference.

• Proposal 1.

Election of Our Board of Directors

• Corporate Governance

• Executive Officers

• Security Ownership of Certain Beneficial Owners—Delinquent Section 16(a) Report

Insider Trading Policy

We have adopted the F.N.B.

Corporation Insider Trading Policy, which governs, among other things, the purchase, sale and/or disposition of our securities by directors, officers and employees, as well as by the Corporation itself.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

A copy of the F.N.B.

Corporation Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

Information relating to this item is provided in FNB’s definitive proxy statement to be filed with the SEC in connection with our annual meeting of stockholders to be held May 8, 2024.

Such information is incorporated herein by reference.

Neither the Report of the Compensation Committee nor the Report of the Audit Committee shall be deemed filed with the SEC, but shall be deemed furnished to the SEC in this Report, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent that FNB specifically incorporates it by reference.

Information regarding our executive compensation will be set forth in the following sections of the 2025 Proxy Statement and this information is incorporated herein by reference.

• Compensation Committee Interlocks and Insider Participation

• Compensation Discussion and Analysis

• Compensation Committee Report

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

With the exception of the equity compensation plan information provided below, the information relating to this item is provided in our definitive proxy statement to be filed with the SEC in connection with our annual meeting of stockholders to be held May 8, 2024.

Such information is incorporated herein by reference.

Information concerning security ownership of certain beneficial owners and management not otherwise included herein will be set forth in the 2025 Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners”, and such information is incorporated herein by reference.

The following table provides information related to equity compensation plans as of December 31, 2024:

20 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to this item is provided in our definitive proxy statement to be filed with the SEC in connection with our annual meeting of stockholders to be held May 8, 2024.

Such information is incorporated herein by reference.

Information regarding certain relationships and related transactions will be set forth in the following sections of the 2025 Proxy Statement, and such information is incorporated herein by reference:

• Corporate Governance—Related Persons Transactions

• Corporate Governance—Director Independence

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to this item is provided in our definitive proxy statement to be filed with the SEC in connection with our annual meeting of stockholders to be held May 8, 2024.

Such information is incorporated herein by reference.

Our independent registered public accounting firm is Ernst and Young LLP , located in Pittsburgh, PA and their Public Company Accounting Oversight Board (United States) firm identification number is 42 .

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Information regarding principal accountant fees and services will be set forth in the 2025 Proxy Statement under the heading “Audit and Non-Audit Fees”, and such information is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) FINANCIAL STATEMENTS

3 unchanged sentences

Exhibit Number Description

Plan of Conversion of F.N.B.

Corporation (incorporated by reference to Exhibit 2.1.

to FNB’s Current Report on Form 8-K filed on August 30, 2016).

Agreement and Plan of Merger, dated as of July 12, 2021, between F.N.B.

7 unchanged sentences

Corporation, effective as of August 30, 2016 (Incorporated by reference to Exhibit 3.1.

of FNB’s Current Report on Form 8-K filed on August 30, 2016).

of FNB’s Current Report on Form 8-K12B filed on August 30, 2016).

Bylaws of F.N.B.

Corporation, effective as of February 21, 2024.

(filed herewith).

Deposit Agreement, dated as of November 1, 2013, by and between F.N.B.

Corporation and Computershare Limited (successor in interest to Registrar and Transfer Company), as Depositary (incorporated by reference to Exhibit 4.1.

of FNB’s Current Report on Form 8-K filed on November 1, 2013).

Specimen Stock Certificate for Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (incorporated by reference to Exhibit 4.5.

of FNB’s Amendment No.

1 to Form 8-A filed on August 30, 2016).

Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3.

Assignment and Assumption Agreement between and among FNB, Computershare Trust Company, N.A., as successor-in-interest to Registrar and Transfer Company, and The Bank of New York Mellon, dated May 10, 2017 (Incorporated by reference to Exhibit 4.1 of FNB’S Current Report on Form 8-K filed on May 15, 2017).

Amendment to Deposit Agreement made on May 10, 2017 between FNB and The Bank of New York Mellon (Incorporated by reference to Exhibit 4.2 of FNB’s Current Report on Form 8-K filed on May 15, 2017).

(Incorporated by reference to Exhibit 3.2 of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

4.8 Description of the Registrants securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

12 unchanged sentences

of FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No.

Corporation 2022 Incentive Compensation Plan.

(Incorporated by reference to Annex B of FNB’s 2022 Proxy Statement filed on March 25, 2022).

Corporation 2022 Incentive Compensation Plan amended and restated March 11, 2024.

(Incorporated by reference to Annex D of FNB’s 2024 Proxy Statement filed on March 29, 2024).

Form of Indemnification Agreement for directors.

1 unchanged sentence

of FNB’s Current Report on Form 8-K filed on September 23, 2008).

Exhibit Number Description

Form of Indemnification Agreement for officers.

9 unchanged sentences

of FNB’s Current Report on Form 8-K filed on February 26, 2013).

Form of Performance-Based Restricted Stock Unit Award Agreement (ROATCE).

Form of Combined Performance-Based Restricted Stock Unit Award and Performance Unit Award Agreement (ROATCE).

(filed herewith).

Form of Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ICG Growth).

(filed herewith).

Form of Combined Performance-Based Restricted Stock Unit Award and Performance Unit Award Agreement (ROATCE).

(Incorporated by reference to Exhibit 10.15A.

of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

Form of Performance-Based Restricted Stock Unit Award Agreement (ICG Growth).

Form of Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ICG Growth).

(Incorporated by reference to Exhibit 10.15B.

5 unchanged sentences

of FNB's Current Report on Form 8-K filed on April 19, 2022).

Exhibit Number Description

Form of director Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 of FNB's Quarterly report on Form 10-Q for the quarter ended June 30, 2022 filed on August 5, 2022).

2 unchanged sentences

of FNB's Quarterly report on Form 10-Q for the quarter ended September 30, 2022 filed on November 4, 2022).

Employment Agreement between First National Bank of Pennsylvania and Gary Guerrieri (Incorporated by reference to Exhibit 10.1.

Amended and Restated Employment Agreement between First National Bank of Pennsylvania and Gary Guerrieri (Incorporated by reference to Exhibit 10.1.

of FNB's Current Report on Form 8-K filed on December 6, 2023).

2 unchanged sentences

of FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009).

19.1 Insider Trading Policy.

(filed herewith).

Subsidiaries of the Registrant.

10 unchanged sentences

(furnished herewith).

Corporation Compensation Recoupment (Clawback) Policy (filed herewith).

Corporation Compensation Recoupment (Clawback) Policy.

( Incorporated by reference to Exhibit 97.

of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

13 unchanged sentences

Chairman, President and Chief Executive Officer

Date February 27, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

7 unchanged sentences

(Principal Financial Officer)

Dutey Corporate Controller and Senior Vice President February 26, 2024

Dutey Corporate Controller February 27, 2025

Dutey (Principal Accounting Officer)

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures