FNB CORP/PA/ 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Management on F.N.B. Corporation’s Internal Control Over Financial Reporting February 27, 2025 F.N.B. Corporation’s internal control over financial reporting is a process effected by the Board of Directors, management, and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with U.S. generally accepted accounting principles. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and the Board of Directors; and (3) provide reasonable assurance regarding prevention, or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements. Management is responsible for establishing and maintaining effective internal control over financial reporting. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 framework). Based on that assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting is effective based on the criteria established in Internal Control – Integrated Framework (2013 framework). Ernst & Young LLP, independent registered public accounting firm, has audited our internal control over financial reporting as stated in their Report of Independent Registered Public Accounting Firm. F.N.B. Corporation /s/ Vincent J. Delie, Jr. By: Vincent J. Delie, Jr. Chairman, President and Chief Executive Officer /s/ Vincent J. Calabrese, Jr. By: Vincent J. Calabrese, Jr. Chief Financial Officer 75 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of F.N.B. Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of F.N.B. Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates. 76 Table of Contents Allowance for Credit Losses (ACL) Description of the Matter At December 31, 2024, the Company’s net loan and lease portfolio was $33.9 billion with an associated ACL of $422.8 million. As discussed in Note 1 to the consolidated financial statements, the ACL is based on management’s evaluation of the current estimate of lifetime credit losses at the balance sheet date. Management makes the estimate using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts under the Current Estimated Credit Losses (CECL) methodology. The ACL is composed of three components including quantitative reserves, including the impact of management’s reasonable and supportable forecast of economic conditions; asset specific reserves; and qualitative reserves. The qualitative reserve captures the following factors, among others: regulatory, legal and technological environments; competition; forecast uncertainty; and events such as natural disasters. The qualitative factors are necessary for management to capture risks not addressed by the quantitative models or reflected in the data used by the quantitative models. In many cases, qualitative factors are intended to capture the Company’s expert credit judgment and as such are especially challenging to audit. How We Addressed the Matter in Our Audit We evaluated the design and tested the operating effectiveness of the Company’s controls over the ACL process, which include, among others, management’s review and approval controls designed to assess the need for and level of qualitative factor adjustments to the ACL and the support for management’s assessment. To test the qualitative factor adjustments, we evaluated the appropriateness of management’s methodology and assessed the basis for the adjustments and whether all relevant risks were reflected in the ACL. With the help of our specialists, we evaluated the conceptual soundness of the models used to develop the allowance for credit losses, including the appropriateness of the qualitative framework. Regarding the measurement of the qualitative factors, we evaluated the relevance and reliability of the internal and external data used to inform management’s estimate, considered the existence of new or contrary information and evaluated the consistency of management’s application of their qualitative framework. We evaluated the overall ACL, inclusive of the qualitative factor adjustments, and whether the amount appropriately reflects a reasonable estimate of lifetime losses by comparing the overall ACL to historical losses, peer data and other relevant information. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1993. Pittsburgh, Pennsylvania February 27, 2025 77 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of F.N.B. Corporation Opinion on Internal Control Over Financial Reporting We have audited F.N.B. Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, F.N.B. Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on F.N.B. Corporation’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania February 27, 2025 78 Table of Contents F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in millions, except share and per share data) December 31 2024 2023 Assets Cash and due from banks $ 416 $ 447 Interest-bearing deposits with banks 2,003 1,129 Cash and Cash Equivalents 2,419 1,576 Debt securities available for sale (amortized cost of $ 3,620 and $ 3,460 ; allowance for credit losses of $ 0 and $ 0 ) 3,466 3,254 Debt securities held to maturity (fair value of $ 3,644 and $ 3,593 ; allowance for credit losses of $ 0 and $ 0 ) 3,979 3,911 Loans held for sale (includes $ 214 and $ 150 measured at fair value) (1) 218 488 Loans and leases, net of unearned income of $ 106 and $ 91 (includes $ 53 and $ 45 measured at fair value) (1) 33,939 32,323 Allowance for credit losses on loans and leases ( 423 ) ( 406 ) Net Loans and Leases 33,516 31,917 Premises and equipment, net 536 461 Goodwill 2,478 2,477 Core deposit and other intangible assets, net 51 69 Bank owned life insurance 660 660 Other assets 1,302 1,345 Total Assets $ 48,625 $ 46,158 Liabilities Deposits: Non-interest-bearing demand $ 9,761 $ 10,222 Interest-bearing demand 16,668 14,809 Savings 3,178 3,465 Certificates and other time deposits 7,500 6,215 Total Deposits 37,107 34,711 Short-term borrowings 1,256 2,506 Long-term borrowings 3,012 1,971 Other liabilities 948 920 Total Liabilities 42,323 40,108 Shareholders’ Equity Preferred stock Issued – 0 and 110,877 shares - $ 0.01 par value — 107 Common stock - $ 0.01 par value Authorized – 500,000,000 shares Issued – 375,018,433 and 374,939,537 shares 4 4 Additional paid-in capital 4,695 4,692 Retained earnings 1,952 1,669 Accumulated other comprehensive loss ( 169 ) ( 235 ) Treasury stock – 15,402,776 and 16,110,120 shares at cost ( 180 ) ( 187 ) Total Shareholders’ Equity 6,302 6,050 Total Liabilities and Shareholders’ Equity $ 48,625 $ 46,158 (1) Amount represents loans for which we have elected the fair value option. See Note 25. See accompanying Notes to Consolidated Financial Statements 79 Table of Contents F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in millions, except per share data) Year Ended December 31 2024 2023 2022 Interest Income Loans and leases, including fees $ 1,985 $ 1,754 $ 1,117 Securities: Taxable 196 150 117 Tax-exempt 28 28 27 Other 43 41 24 Total Interest Income 2,252 1,973 1,285 Interest Expense Deposits 754 495 108 Short-term borrowings 99 78 25 Long-term borrowings 119 83 32 Total Interest Expense 972 656 165 Net Interest Income 1,280 1,317 1,120 Provision for credit losses 80 72 64 Net Interest Income After Provision for Credit Losses 1,200 1,245 1,056 Non-Interest Income Service charges 91 82 86 Interchange and card transaction fees 52 52 51 Trust services 46 43 39 Insurance commissions and fees 22 23 24 Securities commissions and fees 31 28 24 Capital markets income 24 27 35 Mortgage banking operations 27 21 21 Dividends on non-marketable equity securities 25 21 12 Bank owned life insurance 17 12 12 Net securities gains (losses) ( 34 ) ( 67 ) — Other 15 12 19 Total Non-Interest Income 316 254 323 Non-Interest Expense Salaries and employee benefits 504 462 426 Net occupancy 79 70 68 Equipment 98 91 76 Outside services 96 84 73 Marketing 21 17 16 FDIC insurance 41 61 20 Bank shares and franchise taxes 14 14 14 Other 108 116 133 Total Non-Interest Expense 961 915 826 Income Before Income Taxes 555 584 553 Income taxes 90 99 114 Net Income 465 485 439 Preferred stock dividends 6 8 8 Net Income Available to Common Shareholders $ 459 $ 477 $ 431 Earnings per Common Share Basic $ 1.27 $ 1.32 $ 1.23 Diluted $ 1.27 $ 1.31 $ 1.22 See accompanying Notes to Consolidated Financial Statements 80 Table of Contents F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Dollars in millions) Year Ended December 31 2024 2023 2022 Net income $ 465 $ 485 $ 439 Other comprehensive income (loss): Securities available for sale: Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 4 , $ 16 and $( 79 ) 14 57 ( 277 ) Reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $( 7 ), $( 15 ) and $ 0 27 52 — Derivative instruments: Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $( 4 ), $( 2 ) and $( 9 ) ( 14 ) ( 8 ) ( 30 ) Reclassification adjustment for gains (losses) included in net income, net of tax expense (benefit) of $ 9 , $ 5 and $ 2 32 19 8 Pension and postretirement benefit obligations: Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $( 2 ), $( 1 ) and $( 1 ) 7 2 4 Other Comprehensive Income (Loss) 66 122 ( 295 ) Comprehensive Income (Loss) $ 531 $ 607 $ 144 See accompanying Notes to Consolidated Financial Statements 81 Table of Contents F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Dollars in millions, except per share data) Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Balance at January 1, 2022 $ 107 $ 3 $ 4,109 $ 1,110 $ ( 62 ) $ ( 117 ) $ 5,150 Comprehensive income (loss) 439 ( 295 ) 144 Dividends declared: Preferred stock: $ 72.52 /share ( 8 ) ( 8 ) Common stock: $ 0.48 /share ( 171 ) ( 171 ) Issuance of common stock — 1 ( 7 ) ( 6 ) Issuance of common stock – acquisitions 1 569 570 Repurchase of common stock ( 43 ) ( 43 ) Restricted stock compensation 17 17 Balance at December 31, 2022 107 4 4,696 1,370 ( 357 ) ( 167 ) 5,653 Comprehensive income (loss) 485 122 607 Dividends declared: Preferred stock: $ 72.52 /share ( 8 ) ( 8 ) Common stock: $ 0.48 /share ( 174 ) ( 174 ) Issuance of common stock — ( 22 ) ( 4 ) 16 ( 10 ) Repurchase of common stock ( 36 ) ( 36 ) Restricted stock compensation 18 18 Balance at December 31, 2023 107 4 4,692 1,669 ( 235 ) ( 187 ) 6,050 Comprehensive income (loss) 465 66 531 Dividends declared: Preferred stock: $ 18.13 /share ( 2 ) ( 2 ) Common stock: $ 0.48 /share ( 175 ) ( 175 ) Redemption of preferred stock ( 107 ) ( 4 ) ( 111 ) Issuance of common stock — ( 14 ) — 10 ( 4 ) Repurchase of common stock ( 3 ) ( 3 ) Restricted stock compensation 17 17 Adoption of new accounting standard ( 1 ) ( 1 ) Balance at December 31, 2024 $ — $ 4 $ 4,695 $ 1,952 $ ( 169 ) $ ( 180 ) $ 6,302 See accompanying Notes to Consolidated Financial Statements 82 Table of Contents F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions) Year Ended December 31 2024 2023 2022 Operating Activities Net income $ 465 $ 485 $ 439 Adjustments to reconcile net income to net cash flows provided by (used in) operating activities: Depreciation, amortization and accretion 67 78 73 Provision for credit losses 80 72 64 Deferred tax expense (benefit) 45 ( 6 ) 11 Net securities (gains) losses 34 67 — Loans originated for sale ( 1,455 ) ( 1,114 ) ( 1,042 ) Loans sold 1,391 1,071 1,239 Net (gains) losses on sale of loans ( 18 ) ( 5 ) ( 38 ) Net change in: Interest receivable ( 4 ) ( 34 ) ( 42 ) Interest payable ( 5 ) 38 21 Bank owned life insurance, excluding purchases — ( 7 ) ( 6 ) Other, net 42 ( 222 ) 499 Net cash flows provided by (used in) operating activities 642 423 1,218 Investing Activities Net change in loans and leases, excluding sales and transfers ( 2,113 ) ( 2,442 ) ( 2,831 ) Debt securities available for sale: Purchases ( 1,280 ) ( 1,008 ) ( 880 ) Sales 231 581 459 Maturities/payments 860 517 735 Debt securities held to maturity: Purchases ( 419 ) ( 190 ) ( 1,200 ) Maturities/payments 358 369 569 Increase in premises and equipment ( 139 ) ( 88 ) ( 95 ) Net cash received (paid) in business acquisitions — — 188 Net proceeds from sales of portfolio loans 799 — — Net cash flows provided by (used in) investing activities ( 1,703 ) ( 2,261 ) ( 3,055 ) Financing Activities Net change in: Demand (non-interest-bearing and interest-bearing) and savings accounts 1,112 ( 2,662 ) ( 108 ) Time deposits 1,282 2,600 366 Short-term borrowings ( 1,249 ) 1,134 ( 179 ) Proceeds from issuance of long-term borrowings 1,379 1,230 381 Repayment of long-term borrowings ( 341 ) ( 352 ) ( 231 ) Redemption of preferred stock ( 111 ) — — Repurchases of common stock ( 3 ) ( 36 ) ( 43 ) Cash dividends paid: Preferred stock ( 2 ) ( 8 ) ( 8 ) Common stock ( 175 ) ( 174 ) ( 171 ) Other, net 12 8 11 Net cash flows provided by (used in) financing activities 1,904 1,740 18 Net Increase (Decrease) in Cash and Cash Equivalents 843 ( 98 ) ( 1,819 ) Cash and cash equivalents at beginning of year 1,576 1,674 3,493 Cash and Cash Equivalents at End of Year $ 2,419 $ 1,576 $ 1,674 See accompanying Notes to Consolidated Financial Statements 83 Table of Contents F.N.B. CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The terms “FNB,” “the Corporation,” “we,” “us” and “our” throughout this Report mean F.N.B. Corporation and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, F.N.B. Corporation. When we refer to "FNBPA" in this Report, we mean our bank subsidiary, First National Bank of Pennsylvania, and its subsidiaries. NATURE OF OPERATIONS F.N.B. Corporation, headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. Our market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina; and Charleston, South Carolina. As of December 31, 2024, we had 349 branches throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington D.C. and Virginia. We provide a full range of commercial banking, consumer banking, and wealth management solutions through our subsidiary network which is led by our largest affiliate, FNBPA, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. Consumer banking provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance. NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our accompanying Consolidated Financial Statements and these Notes to Consolidated Financial Statements include subsidiaries in which we have a controlling financial interest. We own and operate FNBPA, FNTC, First National Investment Services Company, LLC, FNBIA, FNIA, Bank Capital Services, LLC, F.N.B. Capital Corporation, LLC and Waubank Securities, LLC, and include results for each of these entities in the accompanying Consolidated Financial Statements. Companies in which we hold a controlling financial interest, or are a VIE, in which we have the power to direct the activities of an entity that most significantly impact the entity’s economic performance and have an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE, are consolidated. For a voting interest entity, a controlling financial interest is generally where we hold more than 50% of the outstanding voting shares. VIEs in which we do not hold the power to direct the activities of the entity that most significantly impact the entity’s economic performance or an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE are not consolidated. Investments in companies that are not consolidated are accounted for using the equity method when we have the ability to exert significant influence. Investments in private investment partnerships that are accounted for under the equity method or the cost method are included in other assets and our proportional interest in the equity investments’ earnings are included in other non-interest income. Investment interests accounted for under the cost and equity methods are periodically evaluated for impairment. The accompanying Consolidated Financial Statements include all adjustments that are necessary, in the opinion of management, to fairly reflect our financial position and results of operations in accordance with GAAP. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to the current period presentation. Such reclassifications had no impact on our net income and shareholders' equity. Events occurring subsequent to December 31, 2024 have been evaluated for potential recognition or disclosure in the Consolidated Financial Statements through the date of the filing of the Consolidated Financial Statements with the SEC. Use of Estimates Our accounting and reporting policies conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements. Actual results could materially differ from those estimates. Material estimates that are particularly susceptible to significant changes include the ACL, fair value of financial instruments, goodwill and other intangible assets, and income taxes and DTAs. 84 Table of Contents Adoption of New Accounting Standards Reference Rate Reform. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), as amended, which provides optional guidance for a limited period of time to ease the potential burden in accounting for changes in financial reporting brought about by RRR for affected contractual modifications of floating rate financial instruments indexed to interbank offering rates and hedge accounting relationships. The expedients, exceptions and elections provided by RRR are permitted to be adopted any time through December 31, 2024 and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for certain optional expedients elected for certain hedging relationships existing as of December 31, 2024. In general, RRR provides, when certain criteria are met, optional expedients and exceptions regarding the accounting for contract modifications, hedging relationships and other transactions affected by RRR. It also allows for a one-time transfer or sale of qualifying HTM securities. We adopted RRR on October 1, 2020, and the guidance was followed until the Update terminated on December 31, 2024. The adoption did not have a material impact on our consolidated financial position or results of operations. Accounting for Investments in Tax Credit Structures. Effective January 1, 2024, we adopted the provision of ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which permits reporting entities to make an accounting policy election to account for tax equity investments using the proportional amortization method if certain conditions are met. The election is to be made on a tax-credit-program-by-tax-credit-program basis and should be applied consistently to all investments within an elected tax credit program. Upon the adoption of ASU 2023-02, we elected to apply the proportional amortization method of accounting to our qualifying historic and new market tax credit investments. The proportional amortization method recognizes the amortized cost of the investment as a component of income tax expense on the consolidated statements of income and as a component of operating activities within other assets and other liabilities on the consolidated statements of cash flows. We historically applied proportional amortization to the majority of our LIHTC investments. LIHTCs that do not meet the requirements of the proportional amortization method are recognized using the equity method. See Note 11, "Variable Interest Entities" for additional information. Business Combinations Business combinations are accounted for by applying the acquisition method . Under the acquisition method, identifiable assets acquired and liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date are measured at their fair values as of that date, and are recognized separately from goodwill. Results of operations of the acquired entities are included in the Consolidated Statements of Income from the date of acquisition. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash items in transit and amounts due from the FRB and other depository institutions (including interest-bearing deposits). Debt Securities Debt securities can be classified as trading, HTM or AFS securities. As of December 31, 2024 and 2023, we did not hold any trading debt securities. Interest income on debt securities includes amortization of purchase premiums or accretion of discounts. Premiums and discounts on debt securities are generally amortized on the level-yield method without anticipating prepayments, except for MBS where prepayments are anticipated. Premiums on callable debt securities are amortized to their earliest call date. A debt security is placed on non-accrual when principal or interest becomes greater than 90 days delinquent. Interest accrued but not received for a security placed on non-accrual is reversed against interest income. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. HTM debt securities are securities that management has the positive intent and ability to hold until their maturity. Such securities are carried at amortized cost. For certain HTM securities we have an expectation of zero expected credit losses. Based on a long history with no credit losses, high credit ratings, guarantees, and/or implied risk-free characteristics, we expect the non-payment risk associated with our UST, Fannie Mae, Freddie Mac, FHLB, Ginnie Mae and SBA securities to be zero, and accordingly, have no ACL on those securities. We believe that these qualitative factors are indicators that historical credit loss information should be nominally impacted, if at all, by current conditions and R&S forecasts. As such, we believe that without 85 Table of Contents a change in these indicators, we may continue to assume zero credit losses on securities concluded to exhibit those factors. We also have a portfolio of HTM debt securities where we do not expect credit losses to be zero. This portfolio consists of high-grade municipal securities. To calculate the expected credit losses on these securities we group securities by major security type, rating and maturity and apply respective cumulative default rates from a third-party data provider. The baseline credit loss estimate is adjusted using a qualitative approach to account for potential variability in probabilities of default data for current conditions and R&S forecasts. Where available, expected credit losses take into consideration any enhancement a security has such as insurance, a guarantee or state aid. Debt securities that are not classified as trading or HTM are classified as AFS and are carried at fair value. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. Impairment may result from credit deterioration of the issuer or collateral underlying the security. In performing an assessment of whether any decline in fair value is due to a credit loss, all relevant information is considered at the individual security level. For AFS debt securities in an unrealized loss position, we first determine whether we have the intent to sell, or it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If the criteria for intent or requirement to sell is met, the security’s amortized cost is written down to fair value and the write down is charged against the ACL with any incremental impairment reported in earnings in the Provision for Credit Losses line on the Consolidated Statements of Income. For AFS debt securities that do not meet the criteria for intent or requirement to sell, we evaluate whether the decline in fair value has resulted from credit losses or other factors. We first qualitatively evaluate each security to assess whether a potential credit loss exists. If as a result of this qualitative analysis we expect to get all of our principal back, then we conclude that the present value of expected cash flows equals or exceeds its amortized cost and no credit loss exists. If it was determined that a potential credit loss exists, we compare the present value of cash flows expected to be collected with our amortized cost basis. The credit loss is recorded through the ACL and limited to the amount the fair value is less than the amortized cost basis. We have made an accounting policy election for each major security type of AFS debt securities to adjust the effective interest rate used to discount expected cash flows to consider the timing of expected cash flows resulting from expected prepayments. Impairment for noncredit-related factors is recorded in OCI, net of income taxes. Changes in the ACL are recorded as a provision for credit loss expense. Losses are charged against the ACL when an AFS debt security is not collectible or when we believe the criteria regarding the intent or requirement to sell is met. Securities Sold Under Agreements to Repurchase Securities sold under agreements to repurchase are accounted for as collateralized financing transactions and are recorded at the amounts at which the securities were sold plus accrued interest. Securities, generally U.S. government and federal agency securities, pledged as collateral under these financing arrangements cannot be sold or repledged by the secured party. The fair value of collateral either received from or provided to a third party is continually monitored and additional collateral is obtained or is requested to be returned to us as deemed appropriate. Derivative Instruments and Hedging Activities From time to time, we may enter into derivative transactions principally to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on future cash flows. Foreign exchange derivatives are entered into to accommodate the needs of customers. All derivative instruments are carried at fair value on the Consolidated Balance Sheets as either an asset or liability. Accounting for the changes in fair value of a derivative is dependent upon whether it has been designated in a formal, qualifying hedging relationship. For derivatives in qualifying hedging relationships, we formally document all relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking each hedge transaction. Cash flows from hedging activities are classified in the same category as the items hedged. Changes in fair value of a derivative instrument that has been designated and qualifies as a cash flow hedge, including any ineffectiveness, are recorded in AOCI, net of tax. Amounts are reclassified from AOCI to the Consolidated Statements of Income in the same line item used to present the earnings effect of the hedged item in the period or periods in which the hedged transaction affects earnings. At the hedge’s inception, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instruments have been highly effective in offsetting changes in fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. At each reporting period thereafter, a statistical regression or qualitative analysis is performed to evaluate hedge effectiveness. If it is determined a derivative instrument has not been or will not continue to be highly effective as a hedge, hedge accounting is discontinued. 86 Table of Contents We also enter into interest rate swap agreements to meet the interest rate risk management needs of qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. We then enter into positions with a derivative counterparty in order to offset our exposure on the fixed components of the customer agreements. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. We seek to minimize counterparty credit risk by entering into transactions with only high-quality institutions and using collateral agreements and other contract provisions. These arrangements meet the definition of derivatives, but are not designated as qualifying hedging relationships. The interest rate swap agreement with the loan customer and with the counterparty are reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any changes in fair value recognized in current period earnings. Loans Held for Sale and Loan Commitments Certain of our residential mortgage loans are originated or purchased for sale in the secondary mortgage loan market. We make an automatic election to account for all originated or purchased residential mortgage loans held for sale under the FVO. The FVO election is intended to better reflect the underlying economics and better facilitate the economic hedging of the loans. The FVO is applied on an instrument-by-instrument basis and is an irrevocable election. Additionally, with the election of the FVO, fees and costs associated with the origination and acquisition of residential mortgage loans held for sale are expensed as incurred, rather than deferred. Changes in fair value under the FVO are recorded in mortgage banking operations non-interest income on the Consolidated Statements of Income. Fair value is determined on the basis of rates obtained in the respective secondary market for the type of loan held for sale. Gain or loss on the sale of loans is recorded in mortgage banking operations non-interest income. Interest income on loans held for sale is recorded in interest income. We routinely issue IRLCs for residential mortgage loans that we intend to sell. These IRLCs are considered derivatives. We also enter into loan sale commitments to sell these loans when funded to mitigate the risk that the market value of residential mortgage loans may decline between the time the rate commitment is issued to the customer and the time we sell the loan. These loan sale commitments are also derivatives. Both types of derivatives are recorded at fair value on the Consolidated Balance Sheets with changes in fair value recorded in mortgage banking operations non-interest income. We also originate loans guaranteed by the SBA for the purchase of businesses, business startups, business expansion, equipment and working capital. All SBA loans are underwritten and documented as prescribed by the SBA. SBA loans originated with the intention to sell on the secondary market are classified as held for sale and carried at the lower of cost or fair value. At the time of the sale, we allocate the carrying value of the entire loan between the guaranteed portion sold and the unguaranteed portion retained based on their relative fair value which results in a discount recorded on the retained portion of the loan. The guaranteed portion is typically sold at a premium and the gain is recognized in other income for any net premium received in excess of the relative fair value of the portion of the loan transferred. The net carrying value of the retained portion of the loans is included in the appropriate commercial loan classification for disclosure purposes. Loans Loans we intend to hold for the foreseeable future or until maturity or payoff are reported at amortized cost, net of the ACL. Amortized cost primarily consists of the principal balances outstanding, deferred origination fees or costs and premiums or discounts on purchased loans. Interest income on loans is computed over the term of the loans using the effective interest method. Loan origination fees or costs, premiums or discounts are deferred and amortized over the term of the loan or loan commitment period as an adjustment to the related loan yield. Non-performing Loans We place loans on non-accrual status and discontinue interest accruals on loans generally when principal or interest is due and has remained unpaid for a certain number of days, unless the loan is both well secured and in the process of collection. Commercial loans and leases are placed on non-accrual at 90 days, installment loans are placed on non-accrual at 120 days and residential mortgages and consumer lines of credit are generally placed on non-accrual at 180 days, though we may place a loan on non-accrual prior to these past due thresholds as warranted. When a loan is placed on non-accrual status, all unpaid accrued interest is reversed against interest income and the amortization of deferred fees and costs is suspended. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate ability to collect the remaining principal and interest is reasonably assured. Loans are charged-off against the ACL and recoveries of amounts previously charged-off are credited to the ACL when realized. 87 Table of Contents Allowance for Credit Losses on Loans and Leases We estimate the ACL on loans and leases using relevant available information, from internal and external sources, relating to past events, current conditions, and R&S forecasts under the CECL methodology. The ACL is measured on a collective (pool) basis when similar risk characteristics exist. Our portfolio segmentation is characterized by similarities in initial measurement, risk attributes, and the manner in which we monitor and assess credit risk and is comprised of commercial real estate, commercial and industrial, commercial leases, commercial other, direct installment, residential mortgages, indirect installment and consumer lines of credit. The ACL on loans and leases represents our current estimate of lifetime credit losses in our loan portfolio at the balance sheet date. In determining the ACL, we estimate expected future losses for the loan's entire contractual term adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications. The ACL is the sum of three components: quantitative (formulaic or pooled) reserves; asset specific / individual loan reserves; and qualitative (judgmental) reserves. Quantitative Component We use a non-discounted cash flow factor-based approach to estimate expected credit losses that include component probability of default (PD)/LGD/exposure at default (EAD) models as well as less complex estimation methods for smaller loan portfolios. • PD: This component model is used to estimate the likelihood that a borrower will cease making payments as agreed. The major contributors to this are the borrower credit attributes and macro-economic trends. • LGD: This component model is used to estimate the loss on a loan once a loan is in default. • EAD: Estimates the loan balance at the time the borrower stops making payments. For all term loans, an amortization based formulaic approach is used for account level EAD estimates. We calculate EAD using a portfolio specific method in each of our revolving product portfolios. Asset Specific / Individual Component Loans that do not share risk characteristics are generally evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. We have elected to apply the practical expedient to measure expected credit losses of a collateral dependent asset using the fair value of the collateral, less any costs to sell. Individual reserves are determined as follows: • For commercial loans in default which are greater than or equal to $ 1.0 million, individual reserves are determined based on an analysis of the present value of the loan's expected future cash flows, the loan's observable market value, or the fair value of the collateral less costs to sell. • For commercial and consumer loans in default which are below $ 1.0 million, an established LGD percentage is multiplied by the loan balance and the results are aggregated for purposes of measuring specific reserve impairment. Qualitative Component The ACL also includes identified qualitative factors related to distinctive risk factors, changes in current economic conditions that may not be reflected in quantitatively derived results, and other relevant factors to ensure the ACL reflects our best estimate of CECL. While our reserve methodologies strive to reflect all relevant risk factors, there continues to be uncertainty associated with, but not limited to, potential imprecision in the estimation process due to the inherent time lag of obtaining information and normal variations between estimates and actual outcomes. We may adjust reserves to reflect such risks. The ACL also includes factors that may not be directly measured in the determination of individual or collective reserves. Such qualitative factors may include: • Lending policies and procedures, including changes in policies and underwriting standards and practices for collections, write-offs, and recoveries; • The experience, ability, and depth of lending, investment, collection, and other relevant personnel; 88 Table of Contents • The quality of the institution’s credit review function; • Concentrations of credit or changes in the level of such concentration; • The effect of other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters and other relevant factors; and • Forecast uncertainty and imprecision. Liability for Credit Losses on Unfunded Lending-Related Commitments The AULC is management's estimate of credit losses inherent in our unfunded loan commitments, such as commercial and industrial revolving loan facilities, commercial real estate construction projects and home equity lines of credit, and is included in other liabilities on the Consolidated Balance Sheets. The AULC is estimated over the contractual period in which we are exposed to credit risk for obligations which are not unconditionally cancellable by us. The AULC is adjusted through provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated useful life. Consistent with our estimation process on our loan and lease portfolio, we use a non-discounted cash flow factor-based approach to estimate expected credit losses that include component PD/LGD/EAD models as well as less complex estimation methods for smaller portfolios. Purchased Credit Deteriorated Loans and Leases We have purchased loans and leases, some of which have experienced more than insignificant credit deterioration since origination and have established criteria to assess whether a purchased financial asset, or group of assets, should be accounted for as PCD on the acquisition date. The selection of which criteria to apply, or the addition of new criteria, to a specific acquisition will be based on the facts and circumstances at the time of review, as well as the availability of information supplied by the acquiree. Generally, more-than-insignificant deterioration in credit quality since origination would include risk ratings of special mention or below, inconsistency of loan payments, non-accrual status at the time of acquisition, or loans modified in a TDM, in bankruptcy or for regulatory purposes. PCD loans are recorded at the amount paid. The initial ACL is determined using the same methodology as other loans held for investment on a collective basis and is allocated to individual loans. The sum of the loan’s purchase price and the ACL becomes the initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized or accreted into interest income over the life of the loan. Subsequent changes to the ACL are recorded through the provision for credit losses. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are expensed over the lesser of the asset’s estimated useful life or the term of the lease including renewal periods when reasonably assured. Useful lives are dependent upon the nature and condition of the asset and range from 3 to 39 years. Maintenance and repairs are charged to expense as incurred, while major improvements are capitalized and amortized to expense over the identified useful life. Premises and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cloud Computing Arrangements W e evaluate fees paid for cloud computing arrangements to determine if those arrangements include the purchase of or license to use software that should be accounted for separately as internal-use software. If a contract includes the purchase or license to use software that should be accounted for separately as internal-use software, the contract is amortized over the software’s identified useful life in amortization of intangibles. For contracts that do not include a software license, the contract is accounted for as a service contract with fees paid recorded in other non-interest expense. Other Real Estate Owned OREO is comprised principally of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations. OREO acquired in settlement of indebtedness is included in other assets initially at fair value of the asset less estimated selling costs. Subsequent to acquisition, OREO is accounted for at the lower of amortized cost or fair value less estimated selling costs. Changes to the value subsequent to transfer are recorded in non-interest expense along with direct operating expenses. Gains or losses not previously recognized resulting from sales of OREO are recognized in non-interest income on the date of sale. 89 Table of Contents Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are amortized over their estimated useful lives and subject to periodic impairment testing. Core deposit intangibles are primarily amortized over 10 years using accelerated methods. Customer renewal lists are amortized over their estimated useful lives which range from eight to 13 years. Goodwill and other intangibles are subject to impairment testing at the reporting unit level, which must be conducted at least annually. We perform impairment testing during the fourth quarter of each year, or more frequently if impairment indicators exist. We also continue to monitor other intangibles for impairment and to evaluate carrying amounts, as necessary. Quarterly, we perform a goodwill impairment assessment. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors include, among other things, macroeconomic conditions, industry and market considerations, financial performance of the respective reporting unit and other relevant entity- and reporting-unit specific considerations. If we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. If the quantitative assessment results in the fair value of the reporting unit exceeding its carrying value, goodwill of the reporting unit is considered not impaired; however, if the carrying value of the reporting unit exceeds its fair value, an impairment charge is recorded for the excess, limited to the amount of goodwill assigned to a reporting unit. Determining the fair value of a reporting unit under the goodwill impairment test is judgmental and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparables. Loan Servicing Rights We have two primary classes of servicing rights, residential mortgage loan servicing and SBA-guaranteed loan servicing. We recognize the right to service residential mortgage loans and SBA-guaranteed loans for others as an asset whether we purchase the servicing rights or as a result from a sale of loans that we originated or purchased when the servicing is contractually separated from the underlying loan and retained by us. We initially record servicing rights at fair value in other assets on the Consolidated Balance Sheets. Subsequently, servicing rights are measured at the lower of cost or fair value. Servicing rights are amortized in proportion to, and over the period of, estimated net servicing income in mortgage banking operations non-interest income for residential mortgage loans and other non-interest income for SBA-guaranteed loans. The amount and timing of estimated future net cash flows are updated based on actual results and updated projections. MSRs are separated into pools based on common risk characteristics of the underlying loans and evaluated for impairment at least quarterly. SBA-guaranteed servicing rights are evaluated for impairment at least quarterly on an aggregate basis. Impairment, if any, is recognized when carrying value exceeds the fair value as determined by calculating the present value of expected net future cash flows. If impairment exists at the pool level for residential mortgage loans or on an aggregate basis for SBA-guaranteed loans, the servicing right is written down through a valuation allowance and is charged against mortgage banking operations non-interest income or other non-interest income, respectively. Bank Owned Life Insurance We have purchased life insurance policies on certain current and former directors, officers and employees for which the Corporation is the owner and beneficiary. These policies are recorded in the Consolidated Balance Sheets at their cash surrender value, or the amount that could be realized by surrendering the policies. Tax-exempt income from death benefits and changes in the net cash surrender value are recorded in BOLI non-interest income. Low Income Housing Tax Credit Partnerships We invest in various affordable housing projects that qualify for LIHTCs. The net investments are recorded in other assets on the Consolidated Balance Sheets. These investments generate a return through the realization of federal tax credits. We use the 90 Table of Contents proportional amortization method to account for a majority of our investments in these entities. LIHTCs that do not meet the requirements of the proportional amortization method are recognized using the equity method. Leases We determine if an arrangement is, or contains, a lease at inception of the contract. As a lessee, we consider a contract to be, or contain, a lease if the contract conveys the right to control the use of an identified asset in exchange for consideration. We recognize in our Consolidated Balance Sheets the obligation to make lease payments and a right-of-use asset representing our right to use the underlying asset for the lease term. For an operating lease, the right-of-use asset and lease liability are included in other assets and other liabilities , respectively. Finance leases are included in premises and equipment , and other liabilities . We do not record leases with an initial term of 12 months or less on the Consolidated Balance Sheets, instead we recognize lease expense for these leases on a straight-line basis over the lease term. Right-of-use assets and liabilities are initially measured at the present value of lease payments over the lease term, discounted using the interest rate implicit in the lease at the commencement date. Right-of-use assets are adjusted for any lease payments made prior to lease commencement, lease incentives, and accrued rent. If the rate implicit in the lease cannot be readily determined, we discount the lease using our incremental borrowing rate which is derived by reference to FNB's secured borrowing rate. Our leases may include options to extend or terminate the lease. When it is reasonably certain that we will exercise such an option, the lease term includes those periods. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized using the effective interest method. Certain of our lease agreements include variable rental payments based on a percentage of transactions and others include variable rental payments that periodically adjust to rates and charges stated in the agreements. Variable costs, such as maintenance expenses, property taxes, property insurance, transaction-based lease payments and index-based rate increases, are expensed as incurred. Right-of-use assets are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. For operating leases, if deemed impaired, the right-of-use asset is written down and the remaining balance is subsequently amortized on a straight-line basis. We have real estate lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. As a lessor, when a lease meets certain criteria indicating that we effectively have transferred control of the underlying asset to the customer, the lease is classified as a sales-type lease. When a lease does not meet the criteria for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing lease. When none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease. Both sales-type leases and direct financing leases are recognized as a net investment in the lease on the Consolidated Balance Sheets. The net investment comprises the lease receivable including any residual value of the underlying asset that is guaranteed by the customer or any other third party unrelated to us and the unguaranteed residual value of the underlying asset. Operating lease income is recognized over the lease term on a straight-line basis. We do not evaluate whether sales taxes and similar taxes imposed by a governmental authority on lease transactions and collected by us are our primary obligation as owner of the underlying leased asset and exclude from lease income all taxes collected. Revenue from Contracts with Customers We earn certain revenues from contracts with customers. These revenues are recognized when control of the promised services is transferred to the customers in an amount that reflects the consideration we expect to be entitled to in an exchange for those services. In determining the appropriate revenue recognition for our contracts with customers, we consider whether the contract has commercial substance and is approved by both parties with identifiable contractual rights, payment terms, and the collectability of consideration is probable. Generally, we satisfy our performance obligations upon the completion of services at the amount to which we have the right to invoice or charge under contracts with an original expected duration of one year or less. We apply this guidance on a portfolio basis to contracts with similar characteristics and for which we believe the results would not differ materially from applying this guidance to individual contracts. Our services provided under contracts with customers are transferred at the point in time when the services are rendered. Generally, we do not defer incremental direct costs to obtain contracts with customers that would be amortized in one year or less under the practical expedient. These costs are recognized as expense, primarily salary and benefit expense, in the period incurred. 91 Table of Contents Deposit Services . We recognize revenue on deposit services based on published fees for services provided. Demand and savings deposit customers have the right to cancel their depository arrangements and withdraw their deposited funds at any time without prior notice. When services involve deposited funds that can be retrieved by customers without penalties, we consider the service contract term to be day-to-day, where each day represents the renewal of the contract. The contract does not extend beyond the services performed and revenue is recognized at the end of the contract term (daily) as the performance obligation is satisfied. No deposit services fees exist for long-term deposit products beyond early withdrawal penalties, which are earned on these products at the time of early termination. Revenues from deposit services fees are reduced where we have a history of waived or reduced fees by customer request or due to a customer service issue, by historical experience, or another acceptable method in the same period as the related revenues. Revenues from deposit services are reported in the Consolidated Statements of Income as service charges and in the Community Banking segment as non-interest income. Wealth Management Services. Wealth advisory and trust services are provided on a month-to-month basis and invoiced as services are rendered. Fees are based on a fixed amount, or a scale based on the level of services provided or assets under management. The customer has the right to terminate their services agreement at any time. We determine the value of services performed based on the fee schedule in effect at the time the services are performed. Revenues from wealth advisory and trust services are reported in the Consolidated Statements of Income as trust services and securities commissions and fees, and in the Wealth segment as non-interest income. Insurance Services. Insurance services include full-service insurance brokerage services offering numerous lines of commercial and personal insurance through major carriers to businesses and individuals within our geographic markets. We recognize revenue on insurance contracts in effect based on contractually specified commission payments on premiums that are paid by the customer to the insurance carrier. Contracts are cancellable at any time, and we have no performance obligation to the customers beyond the time the insurance is placed into effect. Revenues from insurance services are reported in the Consolidated Statements of Income as insurance commissions and fees, and in the Insurance segment in the Business Segments footnote as non-interest income. Other Services. Other services primarily consist of fees generated from various ancillary revenue streams including capital markets revenue and miscellaneous consumer fees. A large portion of capital markets revenue consists of swap fee income, and this income is recognized during the period of swap execution. Revenues from other services are recognized when, or as, the performance obligation is satisfied and are reported in the Consolidated Statements of Income as non-interest income. Income Taxes We file a consolidated federal income tax return. The provision for federal and state income taxes is based on income reported on the Consolidated Financial Statements, rather than the amounts reported on the respective income tax returns. DTAs and DTLs are computed using tax rates expected to apply to taxable income in the years in which those assets and liabilities are expected to be realized. The effect on DTAs and DTLs resulting from a change in tax rates is recognized as income or expense in the period that the change in tax rates is enacted. We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are applied in the calculation of certain tax credits and in the calculation of the deferred income tax expense or benefit associated with certain DTAs and DTLs. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period. We recognize interest and/or penalties related to income tax matters in income tax expense. We assess the likelihood that we will be able to recover our DTAs. If recovery is not likely, we will increase our valuation allowance against the DTAs that are unlikely to be recovered by recording a provision for income taxes. We believe that we will ultimately recover the DTAs recorded on our Consolidated Balance Sheets. We periodically review the tax positions we take on our tax return and apply a more likely than not recognition threshold for all tax positions that are uncertain. The amount recognized in the Consolidated Financial Statements is the largest amount of tax benefit that is greater than 50 % likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. 92 Table of Contents Marketing Costs Marketing costs are generally expensed as incurred. Per Share Amounts Earnings per common share is computed using net income available to common shareholders, which is net income adjusted for preferred stock dividends. Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of unvested shares of restricted stock. Diluted earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options and restricted shares, as calculated using the treasury stock method. Adjustments to net income available to common shareholders and the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share. The assumed proceeds from applying the treasury stock method when computing diluted earnings per share excludes the amount of excess tax benefits that would have been recognized in accumulated paid-in capital. Retirement Plans We sponsor retirement plans for our employees. The calculation of the obligations and related expenses under these plans requires use of actuarial valuation methods and assumptions. The plans utilize assumptions and methods including reflecting trust assets at their fair value for the qualified pension plans and recognizing the overfunded and underfunded status of the plans on our Consolidated Balance Sheets. Gains and losses, prior service costs and credits are recognized in AOCI, net of tax, until they are amortized, or immediately upon curtailment. Stock-Based Compensation Our stock-based compensation awards require the measurement and recognition of compensation expense, based on estimated fair values, for all stock-based awards, including stock options and restricted stock units, made to employees and stock awards made to directors. Generally, these restricted stock unit awards to employees vest over a three-year service period and the stock awards made to non-employee directors vest over a one-year period. We are required to estimate the fair value of stock-based awards on the date of grant. For time-based awards, the value of the award is recognized as expense in our Consolidated Statements of Income over the shorter of requisite service periods or the period through the date that the employee first becomes eligible to retire. We granted restricted stock unit awards with multiple conditions, both performance and market conditions. These awards are accounted for by considering the market condition in the grant date fair value and recognizing compensation expense over the service period based on the grant date fair value and the probability that the performance condition will be met. We account for forfeitures as they occur. 93 Table of Contents NOTE 2. NEW ACCOUNTING STANDARDS The following table summarizes accounting pronouncements issued by the FASB that we recently adopted or will be adopting in the future. TABLE 2.1 Standard Description Financial Statements Impact Income Statement ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses This Update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statement. Specifically, entities must disaggregate any relevant expense caption that includes one or more of the following natural expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A). Additionally, this Update also requires entities to disclose selling expense on both annual and interim bases. This Update does not change the requirements for the presentation of expenses on the face of the income statement. This Update is to be applied prospectively for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted. We are currently evaluating the effect this Update will have on the related disclosure and our processes, systems, and controls related to disclosure. Income Taxes ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures This Update requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in the tabular rate reconciliation table. Additionally, entities must provide more details regarding reconciling items in some categories if the items are equal to or greater than a specified quantitative threshold. This Update also requires all entities to annually disclose income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and further disaggregated by jurisdiction based on a specified quantitative threshold. This Update is to be applied using a prospective method with an option to apply it retrospectively for each period presented and will be effective as of January 1, 2025. Early adoption is permitted. We are adopting this ASU using a prospective method for the period beginning January 1, 2025. The adoption of this Update is not expected to have a material impact on our consolidated financial statements. 94 Table of Contents Standard Description Financial Statements Impact Segment Reporting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure This Update requires all public entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required in annual disclosures. This Update is to be applied using a retrospective method to all prior periods presented and is effective for annual periods beginning on January 1, 2024, and will be effective for interim periods beginning on January 1, 2025. Early adoption is permitted. We adopted this Update on a retrospective basis for the annual period ending December 31, 2024 and for the interim period beginning January 1, 2025. The adoption of this ASU does not have a material impact on our consolidated financial statements. Tax Equity Investments ASU 2023-02, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method This Update expands the use of the proportional amortization method of accounting, previously only allowable for LIHTC investments, to equity investments in other tax credit structures that meet certain criteria. The Update also removed the specialized guidance for LIHTC investments that are not accounted for using the proportional amortization method or equity method and require that those investments are accounted for using Topic 321 regarding equity investments. This Update is to be applied using either a modified retrospective or a retrospective method and will be effective as of January 1, 2024. Early adoption of this Update is permitted. We adopted this Update on January 1, 2024 on a modified retrospective basis for tax credit programs that are eligible to apply proportional amortization. As a result, we recorded a reduction of $ 0.5 million in retained earnings for the cumulative effect of the adoption. 95 Table of Contents NOTE 3. SECURITIES The amortized cost and fair value of AFS debt securities are presented in the table below. There was no ACL associated with the AFS portfolio at December 31, 2024 and December 31, 2023. Accrued interest receivable on AFS debt securities totaled $ 14.3 million and $ 9.6 million at December 31, 2024 and 2023, respectively, and is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets. Accordingly, we have excluded accrued interest receivable from both the fair value and amortized cost basis of AFS debt securities. TABLE 3.1 (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Debt Securities AFS: December 31, 2024 U.S. Treasury $ 274 $ 1 $ ( 1 ) $ 274 U.S. government agencies 53 — — 53 U.S. government-sponsored enterprises 302 — ( 2 ) 300 Residential MBS: Agency MBS 714 — ( 20 ) 694 Agency collateralized mortgage obligations 796 — ( 98 ) 698 Agency commercial MBS 1,420 3 ( 35 ) 1,388 States of the U.S. and political subdivisions (municipals) 24 — ( 2 ) 22 Other debt securities 37 — — 37 Total debt securities AFS $ 3,620 $ 4 $ ( 158 ) $ 3,466 (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Debt Securities AFS: December 31, 2023 U.S. Treasury $ 422 $ — $ ( 2 ) $ 420 U.S. government agencies 78 1 — 79 U.S. government-sponsored enterprises 227 — ( 4 ) 223 Residential MBS: Agency MBS 814 — ( 62 ) 752 Agency collateralized mortgage obligations 946 — ( 114 ) 832 Agency commercial MBS 905 9 ( 30 ) 884 States of the U.S. and political subdivisions (municipals) 30 — ( 3 ) 27 Other debt securities 38 — ( 1 ) 37 Total debt securities AFS $ 3,460 $ 10 $ ( 216 ) $ 3,254 96 Table of Contents The amortized cost and fair value of HTM debt securities are presented in the following table. The ACL for the HTM portfolio was $ 0.25 million and $ 0.28 million at December 31, 2024 and 2023, respectively. Accrued interest receivable on HTM debt securities totaled $ 14.6 million and $ 14.7 million at December 31, 2024 and 2023, respectively, and is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets. Accordingly, we have excluded accrued interest receivable from both the fair value and amortized cost basis of HTM debt securities. TABLE 3.2 (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Debt Securities HTM: December 31, 2024 U.S. Treasury $ 1 $ — $ — $ 1 U.S. government-sponsored enterprises 29 — — 29 Residential MBS: Agency MBS 901 1 ( 96 ) 806 Agency collateralized mortgage obligations 714 — ( 95 ) 619 Agency commercial MBS 1,326 2 ( 44 ) 1,284 States of the U.S. and political subdivisions (municipals) 992 — ( 103 ) 889 Other debt securities 16 — — 16 Total debt securities HTM $ 3,979 $ 3 $ ( 338 ) $ 3,644 (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Debt Securities HTM: December 31, 2023 U.S. government agencies $ 1 $ — $ — $ 1 U.S. government-sponsored enterprises 68 — — 68 Residential MBS: Agency MBS 1,057 2 ( 101 ) 958 Agency collateralized mortgage obligations 824 — ( 104 ) 720 Agency commercial MBS 929 4 ( 43 ) 890 States of the U.S. and political subdivisions (municipals) 1,017 2 ( 77 ) 942 Other debt securities 15 — ( 1 ) 14 Total debt securities HTM $ 3,911 $ 8 $ ( 326 ) $ 3,593 During 2024, we sold $ 231.4 million of AFS securities resulting in a realized loss of $ 34.0 million as part of a proactive balance sheet management strategy. We reinvested the proceeds from the sale of these AFS securities with an average yield of 1.41 % into securities yielding 4.78 % with a similar duration and convexity profile. During 2023, we sold $ 648.7 million of AFS securities resulting in a realized loss of $ 67.4 million as part of a proactive balance sheet management strategy. We reinvested the proceeds of these AFS securities sold with an average yield of 1.08 % into securities with yields approximately 350 basis points higher and a similar duration and convexity profile. There were no significant gross gains or gross losses realized on securities during the twelve months ended December 31, 2022. Unrealized losses on the AFS and HTM portfolios are due to the increase in market interest rates with 85.7 % of these securities backed or sponsored by the U.S. government as of December 31, 2024. 97 Table of Contents As of December 31, 2024, the amortized cost and fair value of debt securities, by contractual maturities, were as follows: TABLE 3.3 Available for Sale Held to Maturity (in millions) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 162 $ 161 $ 34 $ 34 Due after one year but within five years 482 481 70 65 Due after five years but within ten years 21 20 223 207 Due after ten years 25 24 711 629 690 686 1,038 935 Residential MBS: Agency MBS 714 694 901 806 Agency collateralized mortgage obligations 796 698 714 619 Agency commercial MBS 1,420 1,388 1,326 1,284 Total debt securities $ 3,620 $ 3,466 $ 3,979 $ 3,644 Actual maturities may differ from contractual terms because security issuers may have the right to call or prepay obligations with or without penalties. Periodic principal payments are received on residential MBS based on the payment patterns of the underlying collateral. Following is information relating to securities pledged: TABLE 3.4 December 31 2024 2023 (dollars in millions) Securities pledged (carrying value): To secure public deposits, trust deposits and for other purposes as required by law $ 6,271 $ 6,190 As collateral for short-term borrowings 182 250 Securities pledged as a percent of total securities 86.7 % 89.9 % 98 Table of Contents Following are summaries of the fair values of AFS debt securities in an unrealized loss position for which an ACL has not been recorded, segregated by security type and length of time in a continuous loss position: TABLE 3.5 Less than 12 Months 12 Months or More Total (dollars in millions) # Fair Value Unrealized Losses # Fair Value Unrealized Losses # Fair Value Unrealized Losses Debt Securities AFS December 31, 2024 U.S. Treasury 3 $ 74 $ ( 1 ) 2 $ 75 $ — 5 $ 149 $ ( 1 ) U.S. government agencies 6 11 — 12 25 — 18 36 — U.S. government-sponsored enterprises 2 75 — 7 126 ( 2 ) 9 201 ( 2 ) Residential MBS: Agency MBS 9 235 ( 1 ) 92 355 ( 19 ) 101 590 ( 20 ) Agency collateralized mortgage obligations — — — 66 698 ( 98 ) 66 698 ( 98 ) Agency commercial MBS 23 709 ( 8 ) 20 359 ( 27 ) 43 1,068 ( 35 ) States of the U.S. and political subdivisions (municipals) — — — 10 22 ( 2 ) 10 22 ( 2 ) Other debt securities — — — 4 10 — 4 10 — Total 43 $ 1,104 $ ( 10 ) 213 $ 1,670 $ ( 148 ) 256 $ 2,774 $ ( 158 ) Less than 12 Months 12 Months or More Total (dollars in millions) # Fair Value Unrealized Losses # Fair Value Unrealized Losses # Fair Value Unrealized Losses Debt Securities AFS December 31, 2023 U.S. Treasury — $ — $ — 2 $ 73 $ ( 2 ) 2 $ 73 $ ( 2 ) U.S. government agencies 2 4 — 12 36 — 14 40 — U.S. government-sponsored enterprises 1 25 — 7 123 ( 4 ) 8 148 ( 4 ) Residential MBS: Agency MBS — — — 104 750 ( 62 ) 104 750 ( 62 ) Agency collateralized mortgage obligations — — — 71 832 ( 114 ) 71 832 ( 114 ) Agency commercial MBS 1 32 — 20 377 ( 30 ) 21 409 ( 30 ) States of the U.S. and political subdivisions (municipals) — — — 13 27 ( 3 ) 13 27 ( 3 ) Other debt securities 2 9 — 7 17 ( 1 ) 9 26 ( 1 ) Total 6 $ 70 $ — 236 $ 2,235 $ ( 216 ) 242 $ 2,305 $ ( 216 ) We evaluated the AFS debt securities that were in an unrealized loss position at December 31, 2024. Based on the credit ratings and implied government guarantee for these securities, we concluded the loss position is temporary and caused by the significant movement of interest rates since 2022 and does not reflect any expected credit losses. We do not intend to sell these AFS debt securities and it is not more likely than not that we will be required to sell these securities before the recovery of their amortized cost basis. 99 Table of Contents Credit Quality Indicators We use credit ratings and the most recent financial information to help evaluate the credit quality of our credit-related AFS and HTM securities portfolios. Management reviews the credit profile of each issuer on an annual basis, and more frequently as needed. Based on the nature of the issuers and current conditions, we have determined that securities backed by the UST, Fannie Mae, Freddie Mac, FHLB, Ginnie Mae, and the SBA have zero expected credit loss. Our municipal bond portfolio with a carrying amount of $ 1.0 billion as of December 31, 2024 is highly rated with an average rating of AA and 99 % of the portfolio is rated A or better. All of the securities in the municipal portfolio are general obligation bonds. Geographically, municipal bonds support our primary footprint as 59 % of the securities are from municipalities located in the primary states within which we conduct business. The average holding size of the securities in the municipal bond portfolio is $ 2.5 million. The ACL on the HTM municipal bond portfolio is calculated on each bond using: • The bond’s underlying credit rating, time to maturity and exposure amount; • Credit enhancements that improve the bond’s credit rating (e.g., insurance); and • Moody’s U.S. Municipal Bond Default and Recovery Rates, 1970-2023. By using these components, we derive the expected credit loss on the HTM general obligation municipal bond portfolio. We further refine the expected credit loss by factoring in economic forecast data using our Commercial and Industrial Non-Manufacturing loan portfolio forecast adjustment as derived through our assessment of the loan portfolio as a proxy for our municipal bond portfolio. Our corporate bond portfolio, with a carrying amount of $ 53.5 million as of December 31, 2024 consists of debentures of banks within our footprint. The average holding size of the securities in the corporate bond portfolio is $ 3.4 million. The ACL on the HTM corporate bond portfolio is calculated using: • The bond’s credit rating, time to maturity and exposure amount; • Moody’s Annual Default Study, 02/26/2024; and • The most recent financial statements. By using these components, we derive the expected credit loss on the HTM corporate bond portfolio. We further refine the expected credit loss by factoring in economic forecast data using our bank-wide loan portfolio forecast adjustment as derived through our assessment of FNBPA's loan portfolio as a proxy for our corporate bond portfolio. For the years ending December 31, 2024 and 2023, we had no significant provision expense and no charge-offs or recoveries for the securities portfolio. The ACL on the HTM portfolio was $ 0.25 million, consisting of $ 0.07 million relating to the municipal bond portfolio and $ 0.18 million relating to other debt securities, as of December 31, 2024, and $ 0.06 million relating to the municipal bond portfolio and $ 0.22 million relating to other debt securities as of December 31, 2023. The AFS securities portfolios did no t have an ACL at December 31, 2024 or 2023. At December 31, 2024 and 2023, there were no securities that were past due or on non-accrual at either date. 100 Table of Contents NOTE 4. OTHER SECURITIES Following is a summary of non-marketable equity securities: TABLE 4.1 December 31 2024 2023 (in millions) Federal Home Loan Bank stock $ 187 $ 218 Federal Reserve Bank stock 142 142 Other non-marketable equity securities 1 1 Total non-marketable equity securities $ 330 $ 361 We are a member of the FHLB of Pittsburgh and the FRB of Cleveland. Both institutions require members to purchase and hold a specified minimum level of stock based upon their membership, level of borrowings, collateral balances or participation in other programs. The FHLB and FRB stock is restricted in that they can only be sold back to the respective institutions. These non-marketable equity securities are included in other assets on the Consolidated Balance Sheets. The investments are carried at cost and evaluated for impairment periodically based on the ultimate recoverability of the par value. We determined there was no impairment at December 31, 2024 and 2023. NOTE 5. LOANS AND LEASES Accrued interest receivable on loans and leases, which totaled $ 128.4 million at December 31, 2024 and $ 128.6 million at December 31, 2023, is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets for both periods and is not included in the following tables. Loans and Leases by Portfolio Segment Following is a summary of total loans and leases, net of unearned income: TABLE 5.1 December 31 2024 2023 (in millions) Commercial real estate $ 12,705 $ 12,305 Commercial and industrial 7,550 7,482 Commercial leases 765 599 Other 144 110 Total commercial loans and leases 21,164 20,496 Direct installment 2,676 2,741 Residential mortgages 7,986 6,640 Indirect installment 739 1,149 Consumer lines of credit 1,374 1,297 Total consumer loans 12,775 11,827 Total loans and leases, net of unearned income $ 33,939 $ 32,323 101 Table of Contents The remaining accretable discount included in the amortized cost of acquired loans was $ 31.6 million and $ 42.6 million at December 31, 2024 and 2023, respectively. The loans and leases portfolio categories are comprised of the following types of loans, where in each case the LGD is dependent on the nature and value of the respective collateral: • Commercial real estate includes both owner-occupied and non-owner-occupied loans, including construction loans, secured by commercial properties where operational cash flows on owner-occupied properties, including rents paid by stand-alone business customers, or rents received by our borrowers from their tenant(s) on both a property and global basis are the primary default risk drivers; • Commercial and industrial includes loans to businesses that are not secured by real estate where the borrower's leverage and cash flows from operations are the primary default risk drivers; • Commercial leases consist of leases for new or used equipment where the borrower's cash flow from operations is the primary default risk driver; • Other is comprised primarily of credit cards and mezzanine loans where the borrower's cash flow from operations is the primary default risk driver; • Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans where the primary default risk driver is the borrower's employment status and income; • Residential mortgages consist of conventional and jumbo mortgage loans, including construction loans, for 1-4 family properties where the primary default risk driver is the borrower's employment status and income; • Indirect installment is comprised of loans originated by approved third parties and underwritten by us, primarily automobile loans where the primary default risk driver is the borrower's employment status and income; and • Consumer lines of credit include home equity lines of credit and consumer lines of credit that are either unsecured or secured by collateral other than home equity where the primary default risk driver is the borrower's employment status and income. During 2024, we sold $ 0.8 billion in indirect auto loans. We recognized a $ 9.0 million loss during 2024 related to the sales. The related servicing asset was not significant at December 31, 2024. In the fourth quarter of 2023, we transferred $ 355 million of indirect automobile loans to the held-for-sale portfolio so those loans were not in the indirect installment portfolio balance in Table 5.1 at December 31, 2023. The loans and leases portfolio consists principally of loans to individuals and small- and medium-sized businesses within our primary market in seven states and the District of Columbia. Our primary market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina; and Charleston, South Carolina. The following table shows occupancy information relating to commercial real estate loans: TABLE 5.2 December 31 2024 2023 Commercial real estate: Percent owner-occupied 29.0 % 29.0 % Percent non-owner-occupied 71.0 71.0 102 Table of Contents We have extended credit to certain directors and executive officers and their related interests. These related-party loans were made in the ordinary course of business under normal credit terms and do not involve more than a normal risk of collection. Following is a summary of the activity for these related-party loans during 2024: TABLE 5.3 (in millions) Balance at beginning of period $ 12 New loans 1 Repayments ( 8 ) Other 1 Balance at end of period $ 6 Credit Quality We monitor the credit quality of our loan portfolio using several performance measures based on payment activity and borrower performance. We use an internal risk rating assigned to a commercial loan or lease at origination, summarized below. TABLE 5.4 Rating Category Definition Pass in general, the condition of the borrower and the performance of the loan is satisfactory or better Special Mention in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring Substandard in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected Doubtful in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable The use of these internally assigned credit quality categories within the commercial loan and lease portfolio permits our use of transition matrices to establish a basis which is then impacted by quantitative inputs from our econometric model forecasts over the R&S period. Our internal credit risk grading system is based on past experiences with similarly graded loans and leases and conforms to regulatory categories. In general, loan and lease risk ratings within each category are reviewed on an ongoing basis according to our policy for each class of loans and leases. Each quarter, we analyze the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan and lease portfolio. Loans and leases within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans and leases that migrate toward the Substandard or Doubtful credit categories. Accordingly, we apply higher risk factors to Substandard and Doubtful credit categories. 103 Table of Contents The following table summarizes the designated loan rating category by loan class including term loans on an amortized cost basis by origination year and year-to-date gross charge-offs by originating year: TABLE 5.5 December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total (in millions) COMMERCIAL Commercial Real Estate: Risk Rating: Pass $ 1,405 $ 1,661 $ 2,025 $ 1,984 $ 1,200 $ 3,235 $ 197 $ 11,707 Special Mention 1 10 177 52 107 181 37 565 Substandard 2 16 119 43 55 195 3 433 Total commercial real estate 1,408 1,687 2,321 2,079 1,362 3,611 237 12,705 Commercial real estate current period gross charge-offs — 0.8 1.0 15.0 10.5 11.3 — 38.6 Commercial and Industrial: Risk Rating: Pass 1,241 1,079 1,074 647 461 669 1,861 7,032 Special Mention 6 20 57 74 12 63 41 273 Substandard 4 50 11 33 8 59 80 245 Total commercial and industrial 1,251 1,149 1,142 754 481 791 1,982 7,550 Commercial and industrial current period gross charge-offs 0.1 3.9 1.5 1.8 6.0 7.6 — 20.9 Commercial Leases: Risk Rating: Pass 331 184 106 60 26 39 — 746 Special Mention — 1 — — — 1 — 2 Substandard — 6 2 4 5 — — 17 Total commercial leases 331 191 108 64 31 40 — 765 Commercial leases current period gross charge-offs — — — — — 0.3 — 0.3 Other Commercial: Risk Rating: Pass 12 62 — — — 5 65 144 Total other commercial 12 62 — — — 5 65 144 Other commercial current period gross charge-offs — — — — — 4.2 — 4.2 Total commercial loans and leases 3,002 3,089 3,571 2,897 1,874 4,447 2,284 21,164 104 Table of Contents December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total (in millions) CONSUMER Direct Installment: Current 346 277 621 683 341 396 — 2,664 Past due — 1 3 1 1 6 — 12 Total direct installment 346 278 624 684 342 402 — 2,676 Direct installment current period gross charge-offs — 0.2 0.3 0.2 — 1.1 — 1.8 Residential Mortgages: Current 1,663 1,478 1,598 1,417 728 1,048 — 7,932 Past due 2 15 6 5 1 25 — 54 Total residential mortgages 1,665 1,493 1,604 1,422 729 1,073 — 7,986 Residential mortgages current period gross charge-offs 0.1 0.6 0.3 0.2 — 1.4 — 2.6 Indirect Installment: Current 396 24 67 142 49 42 — 720 Past due 1 3 6 6 2 1 — 19 Total indirect installment 397 27 73 148 51 43 — 739 Indirect installment current period gross charge-offs 0.2 1.8 4.5 3.2 0.5 1.6 — 11.8 Consumer Lines of Credit: Current 8 29 51 13 1 117 1,141 1,360 Past due — — 1 1 — 10 2 14 Total consumer lines of credit 8 29 52 14 1 127 1,143 1,374 Consumer lines of credit current period gross charge-offs — 0.1 0.1 0.1 — 1.3 — 1.6 Total consumer loans 2,416 1,827 2,353 2,268 1,123 1,645 1,143 12,775 Total loans and leases $ 5,418 $ 4,916 $ 5,924 $ 5,165 $ 2,997 $ 6,092 $ 3,427 $ 33,939 Total charge-offs $ 0.4 $ 7.4 $ 7.7 $ 20.5 $ 17.0 $ 28.8 $ — $ 81.8 105 Table of Contents December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total (in millions) COMMERCIAL Commercial Real Estate: Risk Rating: Pass $ 1,508 $ 2,133 $ 2,298 $ 1,449 $ 1,131 $ 2,711 $ 230 $ 11,460 Special Mention 10 66 76 136 105 197 5 595 Substandard 5 27 27 13 59 104 15 250 Total commercial real estate 1,523 2,226 2,401 1,598 1,295 3,012 250 12,305 Commercial real estate current period gross charge-offs 0.2 0.4 0.4 0.7 0.2 10.5 — 12.4 Commercial and Industrial: Risk Rating: Pass 1,509 1,369 844 575 370 585 1,773 7,025 Special Mention 12 3 56 2 12 35 35 155 Substandard 34 26 62 9 24 58 89 302 Total commercial and industrial 1,555 1,398 962 586 406 678 1,897 7,482 Commercial and industrial current period gross charge-offs 0.1 0.3 1.0 1.0 2.2 46.6 — 51.2 Commercial Leases: Risk Rating: Pass 247 134 82 47 24 41 — 575 Special Mention — 1 — — — 1 — 2 Substandard 7 3 4 7 1 — — 22 Total commercial leases 254 138 86 54 25 42 — 599 Commercial leases current period gross charge-offs — — — — — — — — Other Commercial: Risk Rating: Pass 39 — — — — 8 63 110 Total other commercial 39 — — — — 8 63 110 Other commercial current period gross charge-offs — — — — — 4.5 — 4.5 Total commercial loans and leases 3,371 3,762 3,449 2,238 1,726 3,740 2,210 20,496 106 Table of Contents December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total (in millions) CONSUMER Direct Installment: Current 340 712 784 392 136 364 — 2,728 Past due — 1 — 1 1 10 — 13 Total direct installment 340 713 784 393 137 374 — 2,741 Direct installment current period gross charge-offs — 0.2 0.1 0.1 — 0.2 — 0.6 Residential Mortgages: Current 1,421 1,686 1,516 799 343 819 1 6,585 Past due 3 6 5 3 3 35 — 55 Total residential mortgages 1,424 1,692 1,521 802 346 854 1 6,640 Residential mortgages current period gross charge-offs — — — — — 0.7 — 0.7 Indirect Installment: Current 311 387 238 100 42 49 — 1,127 Past due 2 8 8 2 1 1 — 22 Total indirect installment 313 395 246 102 43 50 — 1,149 Indirect installment current period gross charge-offs 0.4 4.3 3.7 0.6 0.3 1.4 — 10.7 Consumer Lines of Credit: Current 38 61 14 2 3 117 1,044 1,279 Past due — 1 1 — — 13 3 18 Total consumer lines of credit 38 62 15 2 3 130 1,047 1,297 Consumer lines of credit current period gross charge-offs 0.1 — — — — 0.9 — 1.0 Total consumer loans 2,115 2,862 2,566 1,299 529 1,408 1,048 11,827 Total loans and leases $ 5,486 $ 6,624 $ 6,015 $ 3,537 $ 2,255 $ 5,148 $ 3,258 $ 32,323 Total charge-offs $ 0.8 $ 5.2 $ 5.2 $ 2.4 $ 2.7 $ 64.8 $ — $ 81.1 We use delinquency transition matrices within the consumer and other loan classes to establish the basis for the R&S forecast portion of the credit risk. Each month, management analyzes payment and volume activity, FICO scores and Debt-to-Income (DTI) scores and other external factors such as unemployment, to determine how consumer loans are performing. 107 Table of Contents Non-Performing and Past Due The following table provides an analysis of the aging of loans by class. TABLE 5.6 (in millions) 30-89 Days Past Due ≥ 90 Days Past Due and Still Accruing Non- Accrual Total Past Due Current Total Loans and Leases Non-accrual with No ACL December 31, 2024 Commercial real estate $ 26 $ — $ 88 $ 114 $ 12,591 $ 12,705 $ 24 Commercial and industrial 10 — 52 62 7,488 7,550 19 Commercial leases 1 — 2 3 762 765 — Other 1 — 2 3 141 144 — Total commercial loans and leases 38 — 144 182 20,982 21,164 43 Direct installment 8 2 2 12 2,664 2,676 — Residential mortgages 38 9 7 54 7,932 7,986 — Indirect installment 16 1 2 19 720 739 — Consumer lines of credit 8 2 4 14 1,360 1,374 — Total consumer loans 70 14 15 99 12,676 12,775 — Total loans and leases $ 108 $ 14 $ 159 $ 281 $ 33,658 $ 33,939 $ 43 (in millions) 30-89 Days Past Due > 90 Days Past Due and Still Accruing Non- Accrual Total Past Due Current Total Loans and Leases Non-accrual with No ACL December 31, 2023 Commercial real estate $ 21 $ — $ 42 $ 63 $ 12,242 $ 12,305 $ 18 Commercial and industrial 9 — 39 48 7,434 7,482 7 Commercial leases 2 — 3 5 594 599 — Other 1 1 — 2 108 110 — Total commercial loans and leases 33 1 84 118 20,378 20,496 25 Direct installment 7 1 5 13 2,728 2,741 — Residential mortgages 38 7 10 55 6,585 6,640 — Indirect installment 19 1 2 22 1,127 1,149 — Consumer lines of credit 10 2 6 18 1,279 1,297 — Total consumer loans 74 11 23 108 11,719 11,827 — Total loans and leases $ 107 $ 12 $ 107 $ 226 $ 32,097 $ 32,323 $ 25 108 Table of Contents Following is a summary of non-performing assets: TABLE 5.7 December 31 2024 2023 (dollars in millions) Non-accrual loans $ 159 $ 107 Total non-performing loans and leases 159 107 Other real estate owned 3 3 Total non-performing assets $ 162 $ 110 Asset quality ratios: Non-performing loans and leases / total loans and leases 0.47 % 0.33 % Non-performing assets plus 90 days or more past due / total loans and leases plus OREO 0.52 0.38 The carrying value of residential-secured consumer OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure amounted to $ 1.2 million at both December 31, 2024 and December 31, 2023. The recorded investment of residential-secured consumer OREO for which formal foreclosure proceedings are in process at December 31, 2024 and 2023 totaled $ 10.6 million and $ 9.4 million, respectively. Approximately $ 155.0 million of commercial loans are collateral dependent at December 31, 2024. Repayment is expected to be substantially made through the operation or sale of the collateral on the loan. These loans are primarily secured by business assets or commercial real estate. Loan Modifications During the period, there are loans whose contractual terms have been modified in a manner that grants a concession to a borrower experiencing financial difficulties. These modifications typically result from loss mitigation activities and could include a term extension, interest rate reduction, principal forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. Accrued interest receivable on loan modifications totaled $ 0.2 million and $ 0.4 million at December 31, 2024 and December 31, 2023, respectively, and is excluded from the amortized cost of loan modifications in the tables that follow. 109 Table of Contents The following table shows the amortized cost basis at the end of the reporting period of the loans modified during the period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable, type of concession granted and the financial effect of the modifications made to borrowers experiencing financial difficulty: TABLE 5.8 (dollars in millions) Amortized Cost Basis % of Total Class of Financing Receivable Financial Effect Twelve Months Ended December 31, 2024 Term Extension Commercial real estate $ 0.3 — % The modified loans had an average increase in term of 7 months, extending the maturity date. Commercial and industrial 0.1 — Modifications were made with no material financial effect. Direct installment 1.5 0.06 The modified loans had an average increase in term of 65 months, extending the maturity date. Residential mortgages 7.3 0.09 The modified loans had an average increase in term of 70 months, extending the maturity date. Consumer lines of credit 1.3 0.09 The modified loans had an average increase in term of 221 months, extending the maturity date. Total 10.5 Rate Reduction Residential mortgages 0.1 — Modifications were made with no material financial effect. Total 0.1 Term Extension and Rate Reduction Commercial real estate 17.6 0.14 The terms were extended, with a weighted average yield reduction of 190 basis points. Commercial and industrial 15.5 0.21 The modified loans had an average increase in term of 6 months, at a reduced rate. Residential mortgages 1.3 0.02 Modifications were made with no material financial effect. Consumer lines of credit 0.2 0.01 Modifications were made with no material financial effect. Total 34.6 Balloon Payment Commercial real estate 0.7 0.01 Modifications were made with no material financial effect. Consumer lines of credit 0.2 0.03 Modifications were made with no material financial effect. Total 0.9 Other Commercial real estate 2.0 0.02 3 to 12 month payment deferrals with no income being earned on these loans. Commercial and industrial 5.2 0.07 Temporarily lowered monthly payments, 3 to 9 month payment deferral or temporary interest only payments while borrowers were in work-out. Total 7.2 Total Outstanding Modified $ 53.3 110 Table of Contents (dollars in millions) Amortized Cost Basis % of Total Class of Financing Receivable Financial Effect Twelve Months Ended December 31, 2023 Term Extension Commercial real estate $ 21.5 0.17 % The modified loans had an average increase in term of 15 months, extending the maturity date. Commercial and industrial 20.6 0.28 The modified loans had an average increase in term of 34 months, extending the maturity date. Direct installment 1.7 0.06 The modified loans had an average increase in term of 90 months, extending the maturity date. Residential mortgages 3.8 0.06 The modified loans had an average increase in term of 91 months, extending the maturity date. Consumer lines of credit 0.5 0.04 The repayment on the loans modified was extended, lowering the monthly repayment. Total 48.1 Term Extension and Rate Reduction Commercial and industrial 0.1 — The term was extended, with a weighted average yield reduction of 462 basis points. Direct installment 0.4 0.01 The modified loans had an average increase in term of 319 months, extending the maturity date. Residential mortgages 0.8 0.01 The term was extended, with a weighted average yield reduction of 267 basis points. Consumer lines of credit 0.7 0.05 The term was extended, with a weighted average yield reduction of 266 basis points. Total 2.0 Other Commercial real estate 8.3 0.07 The modified loans had an average increase in term of 6 months, extending the maturity date. Direct installment 0.1 — Multiple modifications were made with no material financial effect. Residential mortgages 0.1 — Multiple modifications were made with no material financial effect. Consumer lines of credit 0.6 0.05 Primarily changed to a payment schedule with a fixed rate reduction of 508 basis points. Total 9.1 Total Outstanding Modified $ 59.2 Some loan modifications may not ultimately result in the full collection of principal and interest, as modified, and may result in potential incremental losses which are factored into the ACL. There were no additional funds committed to borrowers whose loans were modified during 2024, compared to $ 0.1 million during 2023. Commercial loans over $ 1.0 million whose terms have been modified may be placed on non-accrual, individually analyzed and measured based on the fair value of the underlying collateral. Our ACL includes specific reserves for commercial loans modified. There were $ 8.1 million and $ 5.3 million in specific reserves for commercial loans modified at December 31, 2024 and 2023, respectively, and pooled reserves for individual loans of $ 1.8 million and $ 2.0 million for those same periods, respectively, based on loan segment LGD. Upon default, the amount of the recorded investment of the modified loan balance in excess of the fair value of the collateral, less estimated selling costs, is generally considered a confirmed loss and is charged-off against the ACL. All other classes of loans whose terms have been modified are pooled and measured based on the loan segment LGD. Our ACL included pooled reserves for these classes of loans of $ 3.4 million and $ 3.8 million as of December 31, 2024 and 2023, respectively. Upon default of an individual loan, our charge-off policy is followed for that class of loan. 111 Table of Contents Following is a summary of loans modified in a manner that grants a concession to a borrower experiencing financial difficulties, by class, for which there was a payment default, excluding loans that have been paid off and/or sold. Default occurs when a loan is 90 days or more past due or in non-accrual and is within 12 months of restructuring. TABLE 5.9 Amortized cost basis of modified financing receivables that subsequently defaulted: (in millions) Term Extension Term Extension and Rate Reduction Balloon Payment Other Total Outstanding Modified December 31, 2024 Commercial real estate $ 0.3 $ — $ 0.7 $ 5.9 $ 6.9 Commercial and industrial 18.4 15.5 — 5.5 39.4 Total commercial loans and leases 18.7 15.5 0.7 11.4 46.3 Direct installment 0.7 — — — 0.7 Residential mortgages 4.7 0.4 — — 5.1 Total consumer loans 5.4 0.4 — — 5.8 Total $ 24.1 $ 15.9 $ 0.7 $ 11.4 $ 52.1 (in millions) Term Extension Term Extension and Rate Reduction Other Total Outstanding Modified December 31, 2023 Commercial real estate $ 0.4 $ — $ 5.2 $ 5.6 Commercial and industrial 21.5 0.3 — 21.8 Total commercial loans and leases 21.9 0.3 5.2 27.4 Direct installment 0.1 — — 0.1 Residential mortgages 0.3 0.3 — 0.6 Consumer lines of credit 0.1 — — 0.1 Total consumer loans 0.5 0.3 — 0.8 Total $ 22.4 $ 0.6 $ 5.2 $ 28.2 112 Table of Contents We closely monitor the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months: TABLE 5.10 Payment status - amortization cost basis: (in millions) Current 30-89 Days Past Due 90+ Days Past Due December 31, 2024 Commercial real estate $ 20.5 $ — $ — Commercial and industrial 20.8 — — Total commercial loans and leases 41.3 — — Direct installment 1.2 0.3 — Residential mortgages 5.5 1.8 1.5 Consumer lines of credit 1.4 0.3 — Total consumer loans 8.1 2.4 1.5 Total $ 49.4 $ 2.4 $ 1.5 (in millions) Current 30-89 Days Past Due 90+ Days Past Due December 31, 2023 Commercial real estate $ 20.7 $ 9.1 $ — Commercial and industrial 20.8 — — Total commercial loans and leases 41.5 9.1 — Direct installment 1.9 0.3 — Residential mortgages 2.8 1.7 0.1 Consumer lines of credit 1.6 0.2 — Total consumer loans 6.3 2.2 0.1 Total $ 47.8 $ 11.3 $ 0.1 NOTE 6. ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES The ACL is maintained for credit losses expected in the existing loan and lease portfolio and is presented as a reserve against loans and leases on the Consolidated Balance Sheets. Loan and lease losses are charged off against the ACL, with recoveries of amounts previously charged off credited to the ACL. Provisions for credit losses are charged to operations based on management’s periodic evaluation of the appropriate level of the ACL. 113 Table of Contents Following is a summary of changes in the ACL, by loan and lease class: TABLE 6.1 (in millions) Balance at Beginning of Year Charge- Offs Recoveries Net Charge- Offs Provision for Credit Losses Balance at End of Year Year Ended December 31, 2024 Commercial real estate $ 166.6 $ ( 38.6 ) $ 2.5 $ ( 36.1 ) $ 36.4 $ 166.9 Commercial and industrial 87.8 ( 20.9 ) 9.3 ( 11.6 ) 9.4 85.6 Commercial leases 21.2 ( 0.3 ) 0.1 ( 0.2 ) 1.9 22.9 Other 3.7 ( 4.2 ) 1.4 ( 2.8 ) 3.4 4.3 Total commercial loans and leases 279.3 ( 64.0 ) 13.3 ( 50.7 ) 51.1 279.7 Direct installment 33.8 ( 1.8 ) 1.1 ( 0.7 ) ( 4.0 ) 29.1 Residential mortgages 70.5 ( 2.6 ) 1.2 ( 1.4 ) 26.8 95.9 Indirect installment 12.8 ( 11.8 ) 2.6 ( 9.2 ) 5.9 9.5 Consumer lines of credit 9.2 ( 1.6 ) 0.9 ( 0.7 ) 0.1 8.6 Total consumer loans 126.3 ( 17.8 ) 5.8 ( 12.0 ) 28.8 143.1 Total allowance for credit losses on loans and leases 405.6 ( 81.8 ) 19.1 ( 62.7 ) 79.9 422.8 Allowance for unfunded loan commitments 21.5 — — — ( 0.1 ) 21.4 Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 427.1 $ ( 81.8 ) $ 19.1 $ ( 62.7 ) $ 79.8 $ 444.2 (in millions) Balance at Beginning of Year Charge- Offs Recoveries Net Charge- Offs Provision for Credit Losses Balance at End of Year Year Ended December 31, 2023 Commercial real estate $ 162.1 $ ( 12.4 ) $ 4.4 $ ( 8.0 ) $ 12.5 $ 166.6 Commercial and industrial 102.1 ( 51.2 ) 3.8 ( 47.4 ) 33.1 87.8 Commercial leases 13.5 — — — 7.7 21.2 Other 4.0 ( 4.5 ) 1.0 ( 3.5 ) 3.2 3.7 Total commercial loans and leases 281.7 ( 68.1 ) 9.2 ( 58.9 ) 56.5 279.3 Direct installment 35.9 ( 0.6 ) 0.6 — ( 2.1 ) 33.8 Residential mortgages 55.5 ( 0.7 ) 0.5 ( 0.2 ) 15.2 70.5 Indirect installment 17.3 ( 10.7 ) 2.3 ( 8.4 ) 3.9 12.8 Consumer lines of credit 11.3 ( 1.0 ) 0.8 ( 0.2 ) ( 1.9 ) 9.2 Total consumer loans 120.0 ( 13.0 ) 4.2 ( 8.8 ) 15.1 126.3 Total allowance for credit losses on loans and leases 401.7 ( 81.1 ) 13.4 ( 67.7 ) 71.6 405.6 Allowance for unfunded loan commitments 21.4 — — — 0.1 21.5 Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 423.1 $ ( 81.1 ) $ 13.4 $ ( 67.7 ) $ 71.7 $ 427.1 114 Table of Contents (in millions) Balance at Beginning of Period Charge- Offs Recoveries Net Charge- Offs Provision for Credit Losses Allowance for PCD Loans and Leases at Acquisition Balance at End of Period Year Ended December 31, 2022 Commercial real estate $ 156.5 $ ( 12.5 ) $ 4.1 $ ( 8.4 ) $ 8.0 $ 6.0 $ 162.1 Commercial and industrial 87.4 ( 7.4 ) 5.9 ( 1.5 ) 12.7 3.5 102.1 Commercial leases 14.7 ( 0.1 ) — ( 0.1 ) ( 1.1 ) — 13.5 Other 2.6 ( 3.4 ) 1.0 ( 2.4 ) 3.8 — 4.0 Total commercial loans and leases 261.2 ( 23.4 ) 11.0 ( 12.4 ) 23.4 9.5 281.7 Direct installment 26.4 ( 0.6 ) 0.7 0.1 8.9 0.5 35.9 Residential mortgages 33.1 ( 0.6 ) 0.5 ( 0.1 ) 21.2 1.3 55.5 Indirect installment 13.5 ( 6.1 ) 2.2 ( 3.9 ) 7.7 — 17.3 Consumer lines of credit 10.1 ( 1.0 ) 1.1 0.1 0.6 0.5 11.3 Total consumer loans 83.1 ( 8.3 ) 4.5 ( 3.8 ) 38.4 2.3 120.0 Total allowance for credit losses on loans and leases 344.3 ( 31.7 ) 15.5 ( 16.2 ) 61.8 11.8 401.7 Allowance for unfunded loan commitments 19.1 — — — 2.3 — 21.4 Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 363.4 $ ( 31.7 ) $ 15.5 $ ( 16.2 ) $ 64.1 $ 11.8 $ 423.1 Following is a summary of changes in the AULC by portfolio segment: TABLE 6.2 Year Ended December 31 2024 2023 2022 (in millions) Balance at beginning of period $ 21.5 $ 21.4 $ 19.1 Provision for unfunded loan commitments and letters of credit: Commercial portfolio 0.1 0.3 2.3 Consumer portfolio ( 0.2 ) ( 0.2 ) — Balance at end of period $ 21.4 $ 21.5 $ 21.4 The model used to calculate the ACL is dependent on the portfolio composition and credit quality, as well as historical experience, current conditions and forecasts of economic conditions and interest rates. Specifically, the following considerations are incorporated into the ACL calculation: • a third-party macroeconomic forecast scenario; • a 24-month R&S forecast period for macroeconomic factors with a reversion to the historical mean on a straight-line basis over a 12-month period; and • the historical through-the-cycle mean was calculated using an expanded period to include a prior recessionary period. At December 31, 2024 and 2023, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment. For our ACL calculation at December 31, 2024, the macroeconomic variables that we utilized included, but were not limited to: (i) the purchase only Housing Price Index, which increases 7.4 % over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 3.9 % over our R&S forecast period, (iii) S&P Volatility, which increases 34.9 % in 2025 and 2.5 % in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through the cycle period. Macroeconomic variables that we utilized for our ACL calculation as of December 31, 2023 included, but were not limited to: (i) the purchase only Housing Price Index, which increases 5.3 % over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 115 Table of Contents 0.1 % over our R&S forecast period, (iii) S&P Volatility, which decreases 4.0 % in 2024 and 2.9 % in 2025 and (iv) bankruptcies, which increase steadily over the R&S forecast period but average below the historical through the cycle period. The ACL on loans and leases of $ 422.8 million at December 31, 2024 increased $ 17.2 million, or 4.3 %, from December 31, 2023. Our ending ACL coverage ratio was 1.25 % at both December 31, 2024 and December 31, 2023. Total provision for credit losses for the year ended December 31, 2024 was $ 79.8 million, compared to $ 71.8 million in 2023. Net charge-offs were $ 62.7 million during 2024, compared to $ 67.7 million during 2023, which included an isolated $ 31.9 million commercial loan charge-off due to indications of alleged fraud and subsequent bankruptcy filings by our borrower and its primary supplier. NOTE 7. LOAN SERVICING Mortgage Loan Servicing We retain the servicing rights on certain mortgage loans sold. The unpaid principal balance of mortgage loans serviced for others is listed below: TABLE 7.1 December 31 2024 2023 (in millions) Mortgage loans sold with servicing retained $ 6,429 $ 5,729 The following table summarizes activity relating to mortgage loans sold with servicing retained: TABLE 7.2 Year Ended December 31 2024 2023 2022 (in millions) Mortgage loans sold with servicing retained $ 1,280 $ 980 $ 1,056 Pre-tax net gains (losses) resulting from above loan sales (1) 21 3 ( 12 ) Mortgage servicing fees (1) 15 14 13 (1) Recorded in mortgage banking operations on the Consolidated Statements of Income. Following is a summary of activity relating to MSRs: TABLE 7.3 Year Ended December 31 2024 2023 2022 (in millions) Balance at beginning of period $ 59.5 $ 52.8 $ 44.4 Additions 16.6 11.3 13.0 Payoffs and curtailments ( 3.4 ) ( 2.2 ) ( 4.4 ) Impairment (charge) / recovery 0.1 ( 0.2 ) 2.5 Amortization / other ( 2.3 ) ( 2.2 ) ( 2.7 ) Balance at end of period $ 70.5 $ 59.5 $ 52.8 Fair value, beginning of period $ 71.8 $ 68.6 $ 46.0 Fair value, end of period 86.3 71.8 68.6 We had a $ 0.1 million valuation allowance for MSRs as of December 31, 2024 and $ 0.2 million as of December 31, 2023. The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and the use of independent third-party valuations. Changes in prepayment 116 Table of Contents speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSRs and as interest rates increase, mortgage loan prepayments decline, which results in an increase in the fair value of MSRs. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time. Following is a summary of the sensitivity of the fair value of MSRs to changes in key assumptions: TABLE 7.4 December 31 2024 2023 (dollars in millions) Weighted average life (months) 96 92 Constant prepayment rate (annualized) 7.6 % 7.9 % Discount rate 10.3 % 10.2 % Effect on fair value due to change in interest rates: +2.00% $ 6 $ 7 +1.00% 5 5 +0.50% 3 3 +0.25% 2 2 -0.25% ( 2 ) ( 2 ) -0.50% ( 5 ) ( 4 ) -1.00% ( 11 ) ( 8 ) -2.00% ( 20 ) ( 21 ) -3.00% ( 34 ) ( 42 ) The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changes in assumptions to fair value may not be linear. Also, in this table, the effects of an adverse variation in a particular assumption on the fair value of MSRs is calculated without changing any other assumptions, while in reality, changes in one factor may result in changing another, which may magnify or contract the effect of the change. 117 Table of Contents NOTE 8. PREMISES AND EQUIPMENT Following is a summary of premises and equipment: TABLE 8.1 December 31 2024 2023 (in millions) Land $ 66 $ 65 Premises 343 279 Equipment 510 468 Finance leases 44 34 963 846 Accumulated depreciation ( 427 ) ( 385 ) Total premises and equipment, net $ 536 $ 461 Depreciation expense for premises and equipment is presented in the following table: TABLE 8.2 December 31 2024 2023 2022 (in millions) Depreciation expense for premises and equipment $ 64 $ 59 $ 49 NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS The following table shows a rollforward of goodwill by line of business: TABLE 9.1 (in millions) Community Banking Wealth Manage- ment Insurance Total Balance at January 1, 2023 $ 2,446 $ 8 $ 23 $ 2,477 Goodwill additions — — — — Balance at December 31, 2023 2,446 8 23 2,477 Goodwill additions — — 1 1 Balance at December 31, 2024 $ 2,446 $ 8 $ 24 $ 2,478 There were no material changes to goodwill during 2024 and 2023. 118 Table of Contents The following table shows a summary of core deposit intangibles and customer renewal lists: TABLE 9.2 (in millions) Core Deposit Intangibles Customer Renewal Lists Total December 31, 2024 Gross carrying amount $ 258 $ 18 $ 276 Accumulated amortization ( 209 ) ( 16 ) ( 225 ) Net carrying amount $ 49 $ 2 $ 51 December 31, 2023 Gross carrying amount $ 258 $ 18 $ 276 Accumulated amortization ( 192 ) ( 15 ) ( 207 ) Net carrying amount $ 66 $ 3 $ 69 Core deposit intangibles are being amortized primarily over 10 years using accelerated methods. Customer renewal lists are being amortized over their estimated useful lives, which range from eight to 13 years. The following table summarizes amortization expense recognized: TABLE 9.3 December 31 2024 2023 2022 (in millions) Amortization expense $ 18 $ 20 $ 14 Following is a summary of the expected amortization expense on finite-lived intangible assets, assuming no new additions, for each of the five years following December 31, 2024: TABLE 9.4 (in millions) 2025 $ 16 2026 12 2027 8 2028 6 2029 4 Total $ 46 Goodwill and other intangible assets are tested annually for impairment, and more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. We completed this test in 2024 and 2023 and determined that our goodwill and other intangible assets are not impaired. NOTE 10. LEASES We have operating leases primarily for certain branches, office space, land, and office equipment. We have finance leases for certain branches. Our operating leases expire at various dates through the year 2046 and generally include one or more options to renew. Our finance leases expire at various dates through the year 2051 and generally include one or more options to renew. The exercise of lease renewal options is at our sole discretion. As of December 31, 2024, we had operating lease right-of-use assets and operating lease liabilities of $ 195.6 million and $ 236.6 million, respectively, including $ 71.3 million operating right-of-use assets and $ 102.0 million operating lease liabilities with a related party. As of December 31, 2024, we had finance lease right-of-use assets and finance lease liabilities of $ 39.0 million and $ 41.1 million, respectively. 119 Table of Contents Our operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2024, we have certain operating lease agreements, primarily for administrative office space, that are expected to commence in 2025 with lease terms of up to 15 years. At commencement, it is expected that these leases will add approximately $ 17.2 million in right-of-use assets and $ 17.7 million in other liabilities. In late 2024, the majority of FNB's Pittsburgh-based employees moved into the new headquarters building, consolidating several offices, subsidiaries and support departments under one roof to create opportunities for continued efficiency, collaboration and productivity improvements. The related party operating lease is accounted for in a manner consistent with all other leases on the basis of the legally enforceable terms and conditions of the lease and the related party represents a VIE for which we are not the primary beneficiary. The components of lease expense were as follows: TABLE 10.1 Twelve Months Ended December 31, (dollars in millions) 2024 2023 2022 Operating lease cost $ 41 $ 34 $ 30 Short-term lease cost 1 — 1 Variable lease cost 5 5 4 Finance lease cost 3 3 1 Total lease cost $ 50 $ 42 $ 36 Other information related to leases is as follows: TABLE 10.2 Twelve Months Ended December 31, (dollars in millions) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 34 $ 29 Operating cash flows from finance leases $ 1 $ 1 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 27 $ 62 Finance leases $ 10 $ 7 Weighted average remaining lease term (years): Operating leases 11 11 Finance leases 18 20 Weighted average discount rate: Operating leases 3.9 % 3.6 % Finance leases 3.5 % 3.2 % 120 Table of Contents Future cash flows of lease liabilities are as follows: TABLE 10.3 (in millions) Operating Leases Finance Leases Total Leases December 31, 2024 0 - 12 months $ 34 $ 2 $ 36 13 - 24 months 31 3 34 25 - 36 months 28 3 31 37 - 48 months 25 3 28 49 - 60 months 23 3 26 Later years 157 42 199 Total lease payments 298 56 354 Less: imputed interest ( 61 ) ( 15 ) ( 76 ) Present value of lease liabilities $ 237 $ 41 $ 278 As a lessor we offer commercial leasing services to customers in need of new or used equipment primarily within our market areas of Pennsylvania, Ohio, Maryland, North Carolina, South Carolina and West Virginia. Additional information relating to commercial leasing is provided in Note 5, “Loans and Leases” in the Notes to Consolidated Financial Statements. NOTE 11. VARIABLE INTEREST ENTITIES We evaluate our interest in certain entities to determine if these entities meet the definition of a VIE and whether we are the primary beneficiary and required to consolidate the entity based on the variable interest we held both at inception and when there is a change in circumstances that requires a reconsideration. Unconsolidated VIEs The following table provides a summary of the assets and liabilities included in our Consolidated Financial Statements, as well as the maximum exposure to losses, associated with our interests related to VIEs for which we hold an interest, but are not the primary beneficiary. Additionally, we have an operating lease with a related party with a maximum exposure to loss of $ 71.3 million. For further information about this unconsolidated VIE, please see Note 10, “Leases.” TABLE 11.1 (in millions) Total Assets Total Liabilities Maximum Exposure to Loss December 31, 2024 Trust preferred securities (1) $ 3 $ 73 $ — Tax credit partnerships 164 68 164 Other investments 34 — 34 Total $ 201 $ 141 $ 198 December 31, 2023 Trust preferred securities (1) $ 3 $ 73 $ — Tax credit partnerships 143 62 143 Other investments 40 6 40 Total $ 186 $ 141 $ 183 (1) Represents our investment in unconsolidated subsidiaries. 121 Table of Contents Trust-Preferred Securities We have certain wholly-owned trusts whose assets, liabilities, equity, income and expenses are not included within our Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing TPS, from which the proceeds are then invested in our junior subordinated debentures, which are reflected in our Consolidated Balance Sheets as junior subordinated debt. The TPS are the obligations of the trusts, and as such, are not consolidated within our Consolidated Financial Statements. See the Borrowings footnote for additional information relating to our TPS. Each issue of the junior subordinated debentures has an interest rate equal to the corresponding TPS distribution rate. We have the right to defer payment of interest on the debentures at any time, or from time-to-time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the related debentures. During any such extension period, distributions to the TPS will also be deferred and our ability to pay dividends on our common stock will be restricted. Periodic cash payments and payments upon liquidation or redemption with respect to TPS are guaranteed by us to the extent of funds held by the trusts. The guarantee ranks subordinate and junior in right of payment to all our indebtedness to the same extent as the junior subordinated debt. The guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by us. Affordable Housing, Historic and New Market Tax Credit Partnerships We make equity investments as a limited partner in various partnerships of affordable housing (LIHTC), historic tax credit (HTC) and new market tax credit (NMTC) programs pursuant to Sections 42, 47 and 45d of the Internal Revenue Code, respectively. The purpose of many of these investments is to support initiatives associated with the CRA while earning a satisfactory return. The activities of the LIHTC partnerships include the development and operation of multi-family housing that is leased to qualifying residential tenants. HTC partnerships allow us to make investments in projects that involve the rehabilitation of historic structures, often combining our investments with bank financing. NMTC partnerships are designed to channel investments into distressed communities, fostering community development and stimulating economic growth. These tax credit partnerships are generally located in communities where we have a banking presence and meet the definition of a VIE; however, we are not the primary beneficiary of the entities, as the general partner or managing member has both the power to direct the activities that most significantly impact the economic performance of the entities and the obligation to absorb losses beyond our own equity investment. We apply the proportional amortization method of accounting for our investments in LIHTC partnerships. Effective January 1, 2024, upon the adoption of ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , we also began applying the proportional amortization method of accounting to our investments in HTC and NMTC partnerships. The proportional amortization method recognizes the amortized cost of the investments in these tax credit partnerships as a component of income tax expense on the Consolidated Statements of Income. Prior to the adoption of ASU 2023-02, we applied the equity method of accounting to the investments in HTC and NMTC partnerships. The adoption of ASU 2023-02 did not have a material impact on our consolidated financial statements. We record our investment in tax credit partnerships as a component of other assets. The following table presents the balances of our LIHTC, HTC and NMTC investments and related unfunded commitments: TABLE 11.2 December 31 2024 2023 (in millions) Tax credit investments included in other assets $ 96 $ 81 Unfunded tax credit investments 68 62 In the first quarter of 2024, we adopted ASU 2023-02, resulting in the amortization of HTC and NMTC investments being recognized in the provision for income taxes as of the adoption of this standard. These activities were previously recognized in non-interest expense. 122 Table of Contents The following table summarizes the impact of these tax credit investments on the provision for income taxes in our Consolidated Statements of Income: TABLE 11.3 Year Ended December 31 (in millions) 2024 2023 2022 Provision for income taxes: Amortization of tax credit investments under proportional method $ 21 $ 15 $ 14 Tax credits from tax credit investments ( 21 ) ( 16 ) ( 15 ) Other tax benefits related to tax credit investments ( 3 ) ( 2 ) ( 2 ) Total impact on provision for income taxes $ ( 3 ) $ ( 3 ) $ ( 3 ) Other Investments Other investments we also consider to be unconsolidated VIEs include investments in Small Business Investment Companies and other equity method investments. NOTE 12. DEPOSITS Following is a summary of deposits: TABLE 12.1 December 31 2024 2023 (in millions) Non-interest-bearing demand $ 9,761 $ 10,222 Interest-bearing demand 16,668 14,809 Savings 3,178 3,465 Certificates and other time deposits: Less than $100,000 3,434 2,992 $100,000 through $250,000 2,054 1,637 Greater than $250,000 2,012 1,586 Total certificates and other time deposits 7,500 6,215 Total deposits $ 37,107 $ 34,711 Following is a summary of the scheduled maturities of certificates and other time deposits for the years following December 31, 2024: TABLE 12.2 (in millions) 2025 $ 6,902 2026 445 2027 74 2028 45 2029 33 Later years 1 Total $ 7,500 123 Table of Contents NOTE 13. SHORT-TERM BORROWINGS Following is a summary of short-term borrowings: TABLE 13.1 December 31 2024 2023 (in millions) Securities sold under repurchase agreements $ 165 $ 233 Federal Home Loan Bank advances 585 1,900 Federal funds purchased 370 260 Subordinated notes 136 113 Total short-term borrowings $ 1,256 $ 2,506 Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next-day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount at least equal to the outstanding balance. Of the total short-term FHLB advances, $ 335.0 million, or 57.3 %, had overnight maturities as of December 31, 2024, compared to $ 450.0 million, or 23.7 %, as of December 31, 2023. At December 31, 2024, none of the short-term FHLB advances were swapped to fixed rates, compared to $ 400.0 million, or 21.1 %, as of December 31, 2023. Federal funds purchased are overnight funds borrowed from other financial institutions. Subordinated notes are unsecured and subordinated to our other indebtedness. The short-term subordinated notes mature within one year . The following represents weighted average interest rates on short-term borrowings: TABLE 13.2 December 31 2024 2023 2022 Year-to-date average 4.80 % 3.75 % 1.72 % Period-end 4.11 5.17 1.96 NOTE 14. LONG-TERM BORROWINGS Following is a summary of long-term borrowings: TABLE 14.1 December 31 2024 2023 (in millions) Federal Home Loan Bank advances $ 1,750 $ 1,200 Senior notes 847 349 Subordinated notes 74 82 Junior subordinated debt 73 73 Other subordinated debt 268 267 Total long-term borrowings $ 3,012 $ 1,971 124 Table of Contents Scheduled annual maturities for the long-term borrowings for the years following December 31, 2024 are as follows: TABLE 14.2 (in millions) 2025 $ 1,515 2026 311 2027 309 2028 127 2029 126 Later years 624 Total $ 3,012 Federal Home Loan Bank advances Our banking affiliate has available credit with the FHLB of $ 11.5 billion, of which $ 2.3 billion was utilized and included in short-term and long-term borrowings and $ 450.0 million was utilized for a letter of credit for pledging of public funds as of December 31, 2024. These advances are secured by $ 16.2 billion of loans collateralized by residential mortgages, home equity lines of credit, commercial real estate and FHLB stock. The short-term borrowings are scheduled to mature in various amounts periodically during 2025 while the long-term borrowings are scheduled to mature periodically through 2028. Effective interest rates paid on the long-term fixed-rate FHLB advances held during 2024 ranged from 3.69 % to 4.88 % and 4.23 % and 4.88 % for the year ended December 31, 2023. The effective interest rate paid on variable rate long-term FHLB advances was Overnight SOFR plus an average spread of 34 basis points for the three months ended December 31, 2024. There were no variable rate advances for the year ended December 31, 2023. Subordinated notes Subordinated notes are unsecured and subordinated to our other indebtedness. The subordinated notes mature in various amounts periodically through the year 2034. At December 31, 2024, all of the subordinated notes are redeemable by the holders prior to maturity at a discount equal to three to 12 months of interest, depending on the term of the note. We may require the holder to give 30 days prior written notice. No sinking fund is required and none has been established to retire the notes. The weighted average interest rates on the subordinated notes are presented in the following table: TABLE 14.3 December 31 2024 2023 2022 Subordinated notes weighted average interest rate 4.50 % 4.10 % 3.36 % Junior subordinated debt The junior subordinated debt is comprised of the debt securities issued by FNB, or companies we acquired, in relation to our four unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated VIEs and are included on the Consolidated Balance Sheets in long-term borrowings. One hundred percent of the common equity of each Trust is owned by FNB. The Trusts were formed for the purpose of issuing FNB-obligated mandatorily redeemable capital securities, or TPS to third-party investors. The proceeds from the sale of TPS and the issuance of common equity by the Trusts were invested in junior subordinated debt securities issued by FNB, which are the sole assets of each Trust. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our Financial Statements. The Trusts pay dividends on the TPS at the same rate as the distributions paid by us on the junior subordinated debt held by the Trusts. F.N.B. Statutory Trust II was formed by us, and the other three statutory trusts were assumed through acquisitions. The acquired statutory trusts were adjusted to fair value in conjunction with the various acquisitions. We record the distributions on the junior subordinated debt issued to the Trusts as interest expense. The TPS are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debt. The TPS are eligible for redemption, at any time, at our discretion. Under capital guidelines, the junior subordinated debt, net of our investments in the Trusts, is included in tier 2 capital. We have entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the TPS subject to the terms of each of the guarantees. 125 Table of Contents The following table provides information relating to the Trusts as of December 31, 2024: TABLE 14.4 (dollars in millions) Trust Preferred Securities Common Securities Junior Subordinated Debt Stated Maturity Date Interest Rate Rate Reset Factor F.N.B. Statutory Trust II $ 22 $ 1 $ 22 6/15/2036 6.27 % SOFR + 165 bps Yadkin Valley Statutory Trust I 25 1 23 12/15/2037 5.94 % SOFR + 132 bps FNB Financial Services Capital Trust I 25 1 23 9/30/2035 6.05 % SOFR + 146 bps Patapsco Statutory Trust I 5 — 5 12/15/2035 6.10 % SOFR + 148 bps Total $ 77 $ 3 $ 73 The SOFR rate used for the rate reset factors in the above table is the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points). Senior and other subordinated debt The following table provides information relating to our senior notes and other subordinated debt as of December 31, 2024. The subordinated notes are eligible for treatment as tier 2 capital for regulatory capital purposes. TABLE 14.5 (dollars in millions) Aggregate Principal Amount Issued Net Proceeds (6) Carrying Value Stated Maturity Date Interest Rate Senior Notes: 5.150 % Senior Notes due August 25, 2025 $ 350 $ 347 $ 350 8/25/2025 5.150 % 5.722 % Fixed-To-Floating Rate Senior Notes due December 11, 2030 (1) 500 497 497 12/11/2030 5.722 % Total senior notes 850 844 847 Other Subordinated Debt: 7.178 % Fixed-To-Floating Rate Subordinated Notes due 2029 (2) 120 118 119 2/14/2029 7.178 % 4.875 % Subordinated Notes due 2025 100 98 100 10/2/2025 4.875 % 7.726 % Fixed-To-Floating Rate Subordinated Notes due December 6, 2028 (3) (5) 25 26 24 12/6/2028 7.726 % 5.000 % Fixed-To-Floating Rate Subordinated Note due May 29, 2030 (4) (5) 25 24 25 5/29/2030 5.000 % Total other subordinated debt 270 266 268 Total $ 1,120 $ 1,110 $ 1,115 (1) Fixed rate until December 11, 2029, at which time it converts to a floating rate determined by the Compounded SOFR plus 193 basis points. (2) Floating rate effective February 14, 2024, determined by the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points) plus 240 basis points. (3) Floating rate effective December 6, 2023, determined by the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points) plus 302 basis points. (4) Fixed rate until May 29, 2025, at which time it converts to a floating rate determined by three-month SOFR plus 464 basis points. (5) Assumed from an acquisition and adjusted to fair value at the time of acquisition. (6) After deducting underwriting discounts and commissions and offering costs. For the debt assumed from acquisitions, this is the fair value of the debt at the time of the acquisition. Other Credit Availability Our banking affiliate has additional unused other wholesale credit availability of $ 7.3 billion as of December 31, 2024. 126 Table of Contents Borrowing Activity During the fourth quarter of 2024, we completed a debt offering in which we issued $ 500 million aggregate principal amount of 5.722 % fixed-rate / floating rate senior notes due in 2030. The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $ 496.7 million. These proceeds are expected to be used for general corporate purposes, which may include investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness. During the second quarter of 2023, we called $ 6 million in other subordinated debt acquired from the Union acquisition and we repurchased and retired $ 15 million in other subordinated debt assumed in a previous acquisition. Additionally, during the third quarter of 2023, $ 13.6 million in other subordinated debt assumed in a previous acquisition matured and we repurchased and retired $ 1 million in other subordinated debt acquired from the Howard acquisition. NOTE 15. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate risk, primarily by managing the amount, source, and duration of our assets and liabilities, and through the use of derivative instruments. Derivative instruments are used to reduce the effects that changes in interest rates may have on net income and cash flows. We also use derivative instruments to facilitate transactions on behalf of our customers. All derivatives are carried on the Consolidated Balance Sheets at fair value and do not take into account the effects of master netting arrangements we have with other financial institutions. Credit risk is included in the determination of the estimated fair value of derivatives. Derivative assets are reported in the Consolidated Balance Sheets in other assets while derivative liabilities are reported in other liabilities . Cash flow activity relating to derivative assets and derivative liabilities is reported in the other, net line in operating activities on the Consolidated Statements of Cash Flows. Changes in fair value are recognized in earnings except for certain changes related to derivative instruments designated as part of a cash flow hedging relationship, which are recognized in other comprehensive income. The following table presents notional amounts and gross fair values of our derivative assets and derivative liabilities which are not offset in the Consolidated Balance Sheets: TABLE 15.1 December 31 2024 2023 Notional Amount Fair Value Notional Amount Fair Value (in millions) Assets Liabilities Assets Liabilities Gross Derivatives Subject to master netting arrangements: Interest rate contracts – designated $ 2,400 $ — $ 6 $ 1,800 $ 1 $ — Interest rate swaps – not designated 5,901 96 16 5,660 74 35 Total subject to master netting arrangements 8,301 96 22 7,460 75 35 Not subject to master netting arrangements: Interest rate swaps – not designated 5,901 16 287 5,660 35 289 Interest rate lock commitments – not designated 417 1 4 239 5 — Forward delivery commitments – not designated 486 4 — 294 1 4 Credit risk contracts – not designated 819 — — 629 — — Total not subject to master netting arrangements 7,623 21 291 6,822 41 293 Total $ 15,924 $ 117 $ 313 $ 14,282 $ 116 $ 328 127 Table of Contents Certain derivative exchanges have enacted a rule change which in effect results in the legal characterization of variation margin payments for certain derivative contracts as settlement of the derivatives mark-to-market exposure and not collateral. Accordingly, we have changed our reporting of certain derivatives to record variation margin on trades cleared through these exchanges as settled. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument. We adopted RRR on October 1, 2020, and the guidance was followed until the Update terminated on December 31, 2024. As of October 16, 2020, we changed our valuation methodology to reflect changes made by central clearinghouses that changed the discounting methodology and interest calculation of cash migration from overnight index swap (OIS) to SOFR for U.S. dollar cleared interest rate swaps to better reflect prices obtainable in the markets in which we transact. Certain of these valuation methodology changes were applied to eligible hedging relationships. Accordingly, we have updated our hedge documentation to reflect the election of certain expedients and exceptions related to our cash flow hedging programs. The change in valuation methodology was applied prospectively as a change in accounting estimate and did not have a material impact on our consolidated financial position or results of operations. Derivatives Designated as Hedging Instruments under GAAP Interest Rate Contracts. We entered into interest rate derivative agreements to modify the interest rate characteristics of certain commercial loans and certain of our FHLB advances from variable rate to fixed rate in order to reduce the impact of changes in future cash flows due to market interest rate changes. These agreements are designated as cash flow hedges, in the form of interest rate swaps and collars, hedging the exposure to variability in expected future cash flows. The derivative’s gain or loss, including any ineffectiveness, is initially reported as a component of OCI and subsequently reclassified into earnings in the same line item associated with the forecasted transaction when the forecasted transaction affects earnings. The following table shows amounts reclassified from AOCI: TABLE 15.2 Amount of Gain (Loss) Recognized in OCI on Derivatives Location of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income Year Ended December 31, Year Ended December 31, (in millions) 2024 2023 2022 2024 2023 2022 Derivatives in cash flow hedging relationships: Interest rate contracts $ ( 18 ) $ ( 10 ) $ ( 39 ) Interest income (expense) $ ( 40 ) $ ( 24 ) $ ( 11 ) 128 Table of Contents The following table represents gains (losses) recognized in the Consolidated Statements of Income on cash flow hedging relationships: TABLE 15.3 Year Ended December 31, 2024 2023 2022 (in millions) Interest Income - Loans and Leases Interest Expense - Short-Term Borrowings Interest Income - Loans and Leases Interest Expense - Short-Term Borrowings Interest Income - Loans and Leases Interest Expense - Short-Term Borrowings Total amounts of income and expense line items presented in the Consolidated Statements of Income (the effects of cash flow hedges are included in these line items) $ 1,985 $ 99 $ 1,754 $ 78 $ 1,117 $ 25 The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships: Interest rate contracts: Amount of gain (loss) reclassified from AOCI into net income ( 47 ) 7 ( 46 ) 22 ( 8 ) ( 3 ) As of December 31, 2024, the maximum length of time over which forecasted interest cash flows are hedged is 5.0 years. In the twelve months that follow December 31, 2024, we expect to reclassify from the amount currently reported in AOCI net derivative losses of $ 16.6 million ($ 12.9 million net of tax), in association with interest on the hedged loans. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to December 31, 2024. There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to these cash flow hedges. Also, during the years ended December 31, 2024 and 2023, there were no gains or losses from cash flow hedge derivatives reclassified to earnings because it became probable that the original forecasted transactions would not occur. Derivatives Not Designated as Hedging Instruments under GAAP Interest Rate Swaps. We enter into interest rate swap agreements to meet the financing, interest rate and equity risk management needs of qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. Swap derivative transactions with customers are not subject to enforceable master netting arrangements and are generally secured by rights to non-financial collateral, such as real and personal property. We enter into positions with a derivative counterparty in order to offset our exposure on the fixed components of the customer interest rate swap agreements. We seek to minimize counterparty credit risk by entering into transactions only with high-quality financial dealer institutions. Interest rate swap agreements with loan customers and with the offsetting counterparties are reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as other income or other expense. Interest Rate Lock Commitments . IRLCs are an agreement to extend credit to a mortgage loan borrower, or an agreement to purchase a loan from a third-party originator, whereby the interest rate on the loan is set prior to funding. We are bound to fund the loan at a specified rate, regardless of whether interest rates have changed between the commitment date and the loan funding date, subject to the loan approval process. The borrower is not obligated to perform under the commitment. As such, outstanding IRLCs subject us to interest rate risk and related price risk during the period from the commitment to the borrower through the loan funding date, or commitment expiration. The IRLCs generally range between 30 to 360 days. The IRLCs are reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as mortgage banking operations non-interest income. 129 Table of Contents Forward Delivery Commitments . Forward delivery commitments on MBS are used to manage the interest rate and price risk of our IRLCs and mortgage loan held for sale inventory by fixing the forward sale price that will be realized upon sale of the mortgage loans into the secondary market. Historical commitment-to-closing ratios are considered to estimate the quantity of mortgage loans that will fund within the terms of the IRLCs. The forward delivery contracts are reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as mortgage banking operations non-interest income. Credit Risk Contracts. We purchase and sell credit protection under risk participation agreements to share with other counterparties some of the credit exposure related to interest rate derivative contracts or to take on credit exposure to generate revenue. We will make/receive payments under these agreements if a customer defaults on their obligation to perform under certain derivative swap contracts. Risk participation agreements sold with notional amounts totaling $ 603 million as of December 31, 2024 have remaining terms ranging from two months to 17 years. Under these agreements, our maximum exposure assuming a customer defaults on their obligation to perform under certain derivative swap contracts with third parties would be $ 0 and $ 0.1 million at December 31, 2024 and 2023, respectively. The fair values of risk participation agreements purchased and sold were $ 0.1 million and $ 0 , respectively, at December 31, 2024 and $ 0.2 million and $ 0.1 million, respectively, at December 31, 2023. The following table presents the effect of certain derivative financial instruments on the Consolidated Statements of Income: TABLE 15.4 Year Ended December 31, (in millions) Consolidated Statements of Income Location 2024 2023 2022 Interest rate swaps Non-interest income - other $ 1 $ ( 1 ) $ — Interest rate lock commitments Mortgage banking operations — — — Forward delivery contracts Mortgage banking operations 7 ( 3 ) ( 1 ) Credit risk contracts Non-interest income - other — — — Counterparty Credit Risk We are party to master netting arrangements with most of our swap derivative dealer counterparties. Collateral, usually marketable securities and/or cash, is exchanged between FNB and our counterparties, and is generally subject to thresholds and transfer minimums. For swap transactions that require central clearing, we post cash and securities to our clearing agency. Collateral positions are settled or valued daily, and adjustments to amounts received and pledged by us are made as appropriate to maintain proper collateralization for these transactions. Certain master netting agreements contain provisions that, if violated, could cause the counterparties to request immediate settlement or demand full collateralization under the derivative instrument. If we had breached our agreements with our derivative counterparties we would be required to settle our obligations under the agreements at the termination value and would be required to pay $ 0.2 million as of December 31, 2024 and no thing as of December 31, 2023, in excess of amounts previously posted as collateral with the respective counterparty. 130 Table of Contents The following table presents a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the Consolidated Balance Sheets to the net amounts that would result in the event of offset. Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below. TABLE 15.5 Gross Amounts Not Offset in the Consolidated Balance Sheets (in millions) Gross Amount Recognized Gross Amount Offset in the Consolidated Balance Sheets Net Amount Presented in the Consolidated Balance Sheets Financial Instruments Available for Offset Collateral Received/Pledged Net Amount December 31, 2024 Derivative Assets Subject to master netting arrangement $ 96 $ — $ 96 $ 16 $ 80 $ — Not subject to master netting arrangement 16 — 16 Total $ 112 $ — $ 112 Derivative Liabilities Subject to master netting arrangement $ 22 $ — $ 22 $ 16 $ 6 $ — Not subject to master netting arrangement 287 — 287 Total $ 309 $ — $ 309 December 31, 2023 Derivative Assets Subject to master netting arrangement $ 75 $ — $ 75 $ 34 $ 41 $ — Not subject to master netting arrangement 35 — 35 Total $ 110 $ — $ 110 Derivative Liabilities Subject to master netting arrangement $ 35 $ — $ 35 $ 34 $ 1 $ — Not subject to master netting arrangement 289 — 289 Total $ 324 $ — $ 324 NOTE 16. COMMITMENTS, CREDIT RISK AND CONTINGENCIES We have commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the Consolidated Balance Sheets. Our exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby letters of credit is essentially the same as that involved in extending loans and leases to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. 131 Table of Contents Following is a summary of off-balance sheet credit risk information: TABLE 16.1 December 31 2024 2023 (in millions) Commitments to extend credit $ 14,283 $ 13,656 Standby letters of credit 271 257 At December 31, 2024, funding of 80.1 % of the commitments to extend credit was dependent on the financial condition of the customer. We have the ability to withdraw such commitments at our discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties. Standby letters of credit are conditional commitments issued by us that may require payment at a future date. The credit risk involved in issuing letters of credit is actively monitored through review of the historical performance of our portfolios. Our AULC for commitments that are not unconditionally cancellable, which is included in other liabilities on the Consolidated Balance Sheets, was $ 21.4 million at December 31, 2024 and $ 21.5 million at December 31, 2023. Additional information relating to the AULC is provided in Note 6, "Allowance for Credit Losses on Loans and Leases" in the Notes to Consolidated Financial Statements. In addition to the above commitments, subordinated notes issued by FNB Financial Services, LP, a wholly-owned finance subsidiary, are fully and unconditionally guaranteed by FNB. These subordinated notes are included in the summaries of short-term borrowings and long-term borrowings in Notes 13 and 14. Other Legal Proceedings In the ordinary course of business, we may assert claims in legal proceedings against another party or parties, and likewise may be named as defendants in, or made parties to, pending and potential legal actions. Also, as regulated entities, we are subject to governmental and regulatory examinations, information-gathering requests, and may be subject to investigations and proceedings (both formal and informal). Such asserted or threatened claims, litigation, investigations, inquiries, regulatory and administrative proceedings typically entail matters that are considered incidental to the normal conduct of business. Claims for significant monetary damages may be asserted in many of these types of legal actions, while claims for disgorgement, reimbursement, restitution, penalties and/or other remedial actions or sanctions may be sought in regulatory matters. In these instances, if we determine that we have meritorious defenses, we will engage in an aggressive defense. However, if management determines, in consultation with counsel, that settlement of a matter is in the best interest of FNB and our shareholders, we may do so. It is inherently difficult to predict the eventual outcomes of such matters given their complexity and the particular facts and circumstances at issue in each of these matters. However, on the basis of our current knowledge and understanding, and advice of counsel, we do not believe that judgments, sanctions, settlement resolutions, regulatory actions, investigations, inquiries, settlements or orders, if any, that have arisen or may arise from these matters (either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage) will have a material adverse effect on our financial position or liquidity, although they could potentially have a material effect on net income in a given period. In view of the inherent unpredictability of outcomes in litigation and governmental and regulatory matters, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel legal theories or a large number of parties, as a matter of course, there is considerable uncertainty surrounding the timing or ultimate resolution of litigation and governmental and regulatory matters, including a possible eventual loss, financial or other commitments, fine, restitution, penalty, business or adverse reputational impact, if any, associated with each such matter. In accordance with applicable accounting guidance, we establish accruals for litigation and governmental and regulatory matters when those matters proceed to a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. We will continue to monitor such matters, including ongoing reviews, examinations, and investigations by banking regulatory agencies and other government authorities, for developments that could affect the amount of the accrual, and will adjust the accrual amount as appropriate. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably 132 Table of Contents estimable. We believe that our accruals for legal proceedings are appropriate and, in the aggregate, are not material to our consolidated financial position, although future accruals could have a material effect on net income in a given period. On February 5, 2024, we announced that Yadkin Bank and its successor by merger, FNBPA, reached a settlement with the DOJ and the State of North Carolina to resolve their fair lending concerns, which FNBPA disputes, related to the assessment of mortgage lending activities during a four-year period in the Winston-Salem and Charlotte, North Carolina markets that began prior to Yadkin’s merger with FNBPA in March 2017. The settlement includes FNBPA's commitment to provide $ 11.75 million in subsidies on mortgages and home equity loans originated in the Charlotte and Winston-Salem, North Carolina markets beginning in 2024 continuing until the full amount has been deployed. This subsidy amount is part of our existing, previously announced commitment to underserved communities, including the Winston-Salem and Charlotte markets. The settlement was not initiated through a referral by a federal bank regulatory agency or consumer complaint, and included no civil money penalties levied against FNBPA. NOTE 17. STOCK INCENTIVE PLANS Restricted Stock We issue restricted stock unit awards to key employees under our Incentive Compensation Plan (Plan). We issue time-based awards and performance-based awards under this Plan, both of which are based on a one to three-year vesting period. The grant-date fair value of the time-based awards is equal to the price of our common stock on the grant date. The fair value of the performance-based awards is based on a Monte-Carlo simulation valuation of our common stock as of the grant date. The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield. We granted 1,280,942 and 1,438,195 restricted stock units during 2024 and 2023, respectively, including 336,588 and 293,296 performance-based restricted stock units during those same periods, respectively. We have shareholder approval under the Plan to issue up to 14,000,000 shares of common stock, including 8,000,000 shares registered during the second quarter of 2024. As of December 31, 2024, we had 9,070,832 remaining shares available for awards under the Plan. The unvested restricted stock unit awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change in control as defined in the award agreements. The following table summarizes the activity relating to restricted stock units during the periods indicated: TABLE 17.1 2024 2023 2022 Units Weighted Average Grant Price per Share Units Weighted Average Grant Price per Share Units Weighted Average Grant Price per Share Unvested units outstanding at beginning of year 3,502,598 $ 12.89 4,821,182 $ 10.30 4,680,786 $ 9.71 Granted 1,280,942 14.05 1,438,195 12.71 1,266,821 13.07 Acquired — — — — 60,300 9.41 Net adjustment 379,357 — 191,021 — 575,264 9.58 Vested ( 1,531,209 ) 12.75 ( 2,311,364 ) 7.03 ( 1,702,099 ) 10.57 Forfeited/expired/canceled ( 60,377 ) 12.54 ( 636,436 ) 8.14 ( 243,062 ) 10.88 Dividend reinvestment — — — — 183,172 12.12 Unvested units outstanding at end of year 3,571,311 13.38 3,502,598 12.89 4,821,182 10.30 133 Table of Contents The following table provides certain information related to restricted stock units: TABLE 17.2 Year Ended December 31 2024 2023 2022 (in millions) Stock-based compensation expense $ 17 $ 18 $ 22 Tax benefit related to stock-based compensation expense 4 4 5 Fair value of units vested 20 18 21 As of December 31, 2024, there was $ 10.0 million of unrecognized compensation cost related to unvested restricted stock units. The components of the restricted stock units as of December 31, 2024 are as follows: TABLE 17.3 (dollars in millions) Service- Based Units Performance- Based Units Total Unvested restricted stock units 2,602,401 968,910 3,571,311 Unrecognized compensation expense $ 10 $ — $ 10 Intrinsic value $ 38 $ 14 $ 52 Weighted average remaining life (in years) 1.72 1.80 1.74 Stock Options All outstanding stock options were assumed from acquisitions and are fully vested. Upon consummation of our acquisitions, all outstanding stock options issued by the acquired companies were converted into equivalent FNB stock options. We issue shares of treasury stock or authorized but unissued shares to satisfy stock options exercised. The following table summarizes the activity relating to stock options during the periods indicated: TABLE 17.4 2024 Weighted Average Exercise Price per Share 2023 Weighted Average Exercise Price per Share 2022 Weighted Average Exercise Price per Share Options outstanding at beginning of year 103,690 $ 9.97 138,381 $ 9.32 167,327 $ 8.83 Assumed from acquisitions — — — — 29,396 8.08 Exercised ( 78,896 ) 9.75 ( 32,292 ) 7.34 ( 55,713 ) 7.23 Forfeited/expired ( 593 ) 8.24 ( 2,399 ) 8.08 ( 2,629 ) 8.22 Options outstanding and exercisable at end of year 24,201 10.72 103,690 9.97 138,381 9.32 The stock options outstanding and exercisable at December 31, 2024 have exercise prices ranging from $ 10.72 to $ 11.37 and expire on various dates through March 2025. 134 Table of Contents NOTE 18. RETIREMENT PLANS We sponsor the Retirement Income Plan (RIP), a qualified noncontributory defined benefit pension plan that has been frozen. The RIP covered employees who satisfied minimum age and length of service requirements. We also sponsor two supplemental non-qualified retirement plans that have been frozen. The ERISA Excess Retirement Plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would be provided under the RIP, if no limits were applied. The Basic Retirement Plan (BRP) is applicable to certain officers whom the Board of Directors designates. Officers participating in the BRP receive a benefit based on a target benefit percentage based on years of service at retirement and a designated tier as determined by the Board of Directors. When a participant retires, the benefit under the BRP is a monthly benefit equal to the participant's aggregate target benefit percentage multiplied by the participant’s highest average monthly cash compensation, including bonuses, during five consecutive calendar years within the last ten calendar years of employment before 2009. This monthly benefit is reduced by the monthly benefit the participant receives from the Social Security Administration, the RIP, the ERISA Excess Retirement Plan and the annuity equivalent of the automatic contributions paid to participants under the qualified 401(k) defined contribution plan and the ERISA Excess Lost Match Plan. The following table provides information relating to the accumulated benefit obligation, change in benefit obligation, change in plan assets, the plans’ funded status and the amount included in the Consolidated Balance Sheets for the qualified and non-qualified plans described above (collectively, the Plans): TABLE 18.1 December 31 2024 2023 Qualified Non-Qualified Total Qualified Non-Qualified Total (in millions) Accumulated benefit obligation $ 108 $ 14 $ 122 $ 116 $ 15 $ 131 Projected benefit obligation at beginning of year $ 116 $ 15 $ 131 $ 114 $ 16 $ 130 Interest cost 5 1 6 6 1 7 Actuarial loss (gain) ( 4 ) — ( 4 ) 5 — 5 Benefits paid ( 9 ) ( 2 ) ( 11 ) ( 9 ) ( 2 ) ( 11 ) Projected benefit obligation at end of year $ 108 $ 14 $ 122 $ 116 $ 15 $ 131 Fair value of plan assets at beginning of year $ 178 $ — $ 178 $ 170 $ — $ 170 Actual return on plan assets 15 — 15 17 — 17 Corporation contribution — 2 2 — 2 2 Benefits paid ( 9 ) ( 2 ) ( 11 ) ( 9 ) ( 2 ) ( 11 ) Fair value of plan assets at end of year $ 184 $ — $ 184 $ 178 $ — $ 178 Funded status of plans $ 76 $ ( 14 ) $ 62 $ 62 $ ( 15 ) $ 47 The unrecognized actuarial loss, prior service cost and net transition obligation are required to be recognized into earnings over the average remaining participant life due to the freezing of the RIP, which may, on a net basis, reduce future earnings. Actuarial assumptions used in the determination of the projected benefit obligation in the Plans are as follows: TABLE 18.2 Assumptions at December 31 2024 2023 Weighted average discount rate 5.48 % 4.99 % Rates of average increase in compensation levels n/a 3.30 The discount rate assumption at December 31, 2024 and 2023 was determined using a yield-curve based approach. A yield curve was produced for a universe containing the majority of U.S.-issued Aa-graded corporate bonds, all of which were non-callable (or callable with make-whole provisions), and after excluding the 10 % of the bonds with the highest and lowest yields. 135 Table of Contents The discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments. The rates of increase in compensation levels only pertains to the non-qualified plan for 2023. At the end of 2024, there were no participants accruing benefits under this plan, therefore the compensation level assumption was no longer used. The net periodic pension cost and OCI for the Plans included the following components: TABLE 18.3 Year Ended December 31 2024 2023 2022 (in millions) Interest cost $ 6 $ 7 $ 5 Expected return on plan assets ( 12 ) ( 11 ) ( 14 ) Actuarial loss amortization 2 2 2 Total pension cost (income) ( 4 ) ( 2 ) ( 7 ) Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): Current year actuarial (gain) loss ( 8 ) ( 1 ) ( 2 ) Amortization of actuarial loss ( 2 ) ( 2 ) ( 2 ) Total amount recognized in other comprehensive loss (income) ( 10 ) ( 3 ) ( 4 ) Total amount recognized in net periodic benefit cost (benefit) and other comprehensive loss (income) $ ( 14 ) $ ( 5 ) $ ( 11 ) The plans have an actuarial measurement date of December 31. Actuarial assumptions used in the determination of the net periodic pension cost in the Plans are as follows: TABLE 18.4 Assumptions for the Year Ended December 31 2024 2023 2022 Weighted average discount rate 4.99 % 5.34 % 2.72 % Expected long-term rate of return on assets 6.75 6.75 6.75 Rates of increase in compensation levels n/a 3.30 3.30 The rates of increase in compensation levels only pertains to the non-qualified plan for 2023 and 2022. At the end of 2024, there were no participants accruing benefits under this plan, therefore the compensation level assumption was no longer used. The expected long-term rate of return on plan assets has been established by considering historical and anticipated expected returns on the asset classes invested in by the pension trust and the allocation strategy currently in place among those classes. The change in plan assets reflects benefits paid from the qualified pension plans of $ 9.5 million and $ 9.3 million for 2024 and 2023, respectively. We did no t make a contribution to the RIP in 2024, 2023 and 2022. For the non-qualified pension plans, the change in plan assets reflects benefits paid from and contributions made to the plans in the same amount. This amount represents the actual benefit payments paid from general assets of $ 1.6 million for both 2024 and 2023. 136 Table of Contents The following table provides information regarding estimated future cash flows relating to the Plans at December 31, 2024: TABLE 18.5 (in millions) Expected employer contributions: 2025 $ — Expected benefit payments: 2025 12 2026 11 2027 11 2028 11 2029 11 2030 – 2034 49 The qualified pension plan contributions are deposited into a trust and the qualified benefit payments are made from trust assets. For the non-qualified plans, the contributions and the benefit payments are the same and reflect expected benefit amounts, which we pay from general assets. Our subsidiaries participate in a qualified 401(k) defined contribution plan under which employees may contribute a percentage of their salary. Employees are eligible to participate upon their first day of employment. Under this plan, we match 100 % of the first 6 % that the employee defers. Additionally, we may provide a performance-based company contribution of up to 3 % if we exceed annual financial goals. Our contribution expense is presented in the following table: TABLE 18.6 Year Ended December 31 2024 2023 2022 (in millions) 401(k) contribution expense $ 21 $ 21 $ 20 We also sponsor an ERISA Excess Lost Match Plan for certain officers. This plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would have been provided under the qualified 401(k) defined contribution plan, if no limits were applied. Pension Plan Investment Policy and Strategy Our investment strategy for the RIP is to diversify plan assets between a wide mix of securities within the equity and debt markets to allow the plan assets the opportunity to meet the expected long-term rate of return requirements, while minimizing short-term volatility. In this regard, the plan has targeted allocations within the equity securities category for domestic large cap, domestic mid cap, domestic small cap, emerging market and international securities. Within the debt securities category, the plan has targeted allocation levels for U.S. Treasury, U.S. agency and domestic investment-grade bonds. The following table presents asset allocations for our pension plans as of December 31, 2024 and 2023, and the target allocation for 2025, by asset category: TABLE 18.7 Target Allocation Percentage of Plan Assets December 31 2025 2024 2023 Asset Category Equity securities 45 - 65 60 % 65 % Debt securities 30 - 50 36 31 Cash equivalents 0 - 10 4 4 137 Table of Contents At December 31, 2024 and 2023, equity securities included 235,000 and 330,000 shares, respectively, of our common stock, representing 1.9 % and 2.6 % of total plan assets at December 31, 2024 and 2023, respectively. Dividends received on our common stock held by the Plan were $ 0.1 million for 2024 and $ 0.2 million for 2023. The fair values of our pension plan assets by asset category are as follows: TABLE 18.8 (in millions) Level 1 Level 2 Level 3 Total December 31, 2024 Asset Class Cash $ 8 $ — $ — $ 8 Equity securities: F.N.B. Corporation 3 — — 3 Other large-cap U.S. financial services companies 3 — — 3 Other large-cap U.S. companies 58 — — 58 Other equity 1 — — 1 Mutual fund equity investments: U.S. equity index funds: U.S. small-cap equity index funds 4 — — 4 U.S. mid-cap equity index funds 6 — — 6 Non-U.S. equities growth fund 15 — — 15 U.S. equity funds: U.S. mid-cap 12 — — 12 U.S. small-cap 4 — — 4 Other 4 — — 4 Fixed income securities: U.S. Treasury bonds 18 — — 18 U.S. government agencies — 26 — 26 Fixed income mutual funds: U.S. investment-grade fixed income securities 22 — — 22 Total $ 158 $ 26 $ — $ 184 138 Table of Contents (in millions) Level 1 Level 2 Level 3 Total December 31, 2023 Asset Class Cash $ 7 $ — $ — $ 7 Equity securities: F.N.B. Corporation 5 — — 5 Other large-cap U.S. financial services companies 2 — — 2 Other large-cap U.S. companies 62 — — 62 International companies 1 — — 1 Other equity 1 — — 1 Mutual fund equity investments: U.S. equity index funds: U.S. small-cap equity index funds 4 — — 4 U.S. mid-cap equity index funds 6 — — 6 Non-U.S. equities growth fund 14 — — 14 U.S. equity funds: U.S. mid-cap 13 — — 13 U.S. small-cap 4 — — 4 Other 4 — — 4 Fixed income securities: U.S. Treasury bonds — 3 — 3 U.S. government agencies — 32 — 32 Fixed income mutual funds: U.S. investment-grade fixed income securities 20 — — 20 Total $ 143 $ 35 $ — $ 178 The classifications for Level 1, Level 2 and Level 3 are discussed in Note 25, “Fair Value Measurements” . 139 Table of Contents NOTE 19. INCOME TAXES Income Tax Expense Federal and state income tax expense consist of the following: TABLE 19.1 Year Ended December 31 2024 2023 2022 (in millions) Current income taxes: Federal taxes $ 39 $ 93 $ 94 State taxes 6 12 9 Total current income taxes 45 105 103 Deferred income taxes: Federal taxes 41 ( 8 ) 9 State taxes 4 2 2 Total deferred income taxes 45 ( 6 ) 11 Total income taxes $ 90 $ 99 $ 114 The following table provides a reconciliation between the statutory tax rate and the actual effective tax rate: TABLE 19.2 Year Ended December 31 2024 2023 2022 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.5 1.9 1.5 Tax-exempt interest ( 1.5 ) ( 1.6 ) ( 1.6 ) Cash surrender value on BOLI ( 0.6 ) ( 0.5 ) ( 0.4 ) Tax credits ( 9.0 ) ( 7.3 ) ( 3.2 ) Tax credit cost amortization, net of tax benefits 3.2 2.3 2.2 FDIC premium disallowance 1.3 1.0 0.6 Other items 0.4 0.1 0.5 Effective tax rate 16.3 % 16.9 % 20.6 % The effective tax rates in 2024, 2023 and 2022, respectively, were lower than the 21 % statutory federal tax rate primarily due to the tax benefits resulting from renewable energy investment, historic and new market tax credits, tax-exempt income on investments and loans and income from BOLI. For the years ended December 31, 2024, 2023 and 2022, we recognized net investment tax credits, under Internal Revenue Code (IRC) section 48, of $ 28.4 million, $ 23.7 million and $ 0 , respectively, using the flow-through method of accounting for income tax credits. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax purposes. DTAs and DTLs are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. 140 Table of Contents The following table presents the tax effects of significant temporary differences that give rise to federal and state DTAs and DTLs: TABLE 19.3 December 31 2024 2023 (in millions) Deferred tax assets: Allowance for credit losses $ 95 $ 91 Discounts on loans acquired in a business combination 8 10 Net operating loss/tax credit carryforwards 44 45 Deferred compensation 17 16 Securities impairment 2 2 Lease liability 68 60 Net unrealized securities losses 39 56 Other 22 34 Total 295 314 Valuation allowance ( 34 ) ( 32 ) Total deferred tax assets 261 282 Deferred tax liabilities: Loan costs ( 13 ) ( 10 ) Depreciation ( 16 ) ( 8 ) Prepaid expenses ( 2 ) ( 1 ) Amortizable intangibles ( 16 ) ( 20 ) Pension and other defined benefit plans ( 13 ) ( 10 ) Lease financing ( 68 ) ( 40 ) Mortgage servicing rights ( 16 ) ( 13 ) Lease ROU asset ( 58 ) ( 57 ) Other ( 1 ) ( 2 ) Total deferred tax liabilities ( 203 ) ( 161 ) Net deferred tax assets $ 58 $ 121 We establish a valuation allowance when it is more likely than not that we will not be able to realize the benefit of the DTAs or when future deductibility is uncertain. Periodically, the valuation allowance is reviewed and adjusted based on management’s assessment of realizable DTAs. As of December 31, 2024, the valuation allowance of $ 33.7 million primarily includes unused federal and state net operating loss carryforwards expiring from 2025 to 2044 and $ 2.6 million of state tax credit carryforwards. We anticipate that neither the state net operating loss and state tax credit carryforwards nor the other net DTAs at certain of our subsidiaries will be utilized and, as such, have recorded a valuation allowance against the DTAs related to these items. As of December 31, 2024, we had approximately $ 60.3 million of federal net operating loss and built-in loss carryforwards from acquired companies. The utilization of these tax attributes is subject to annual limitations under Section 382 of the Internal Revenue Code, or a similar state-level statute, which will cause the utilization of these attributes to be deferred over a number of years, not to exceed beyond 2038. We have determined that we will likely have sufficient taxable income in the years during which these tax attributes are available to be utilized and, consequently, have determined that no additional valuation allowance against the recorded DTA is warranted. Uncertain Tax Positions We account for uncertainties in income taxes in accordance with ASC 740, Income Taxes . At December 31, 2024 and 2023, we have approximately $ 5.4 million and $ 5.0 million, respectively, of unrecognized tax benefits related to uncertain tax positions. As of December 31, 2024, $ 5.5 million of these net tax benefits, including accrued interest, would affect the effective tax rate if recognized. We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. 141 Table of Contents To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. A tabular reconciliation of the unrecognized tax benefits is not presented as the impact of changes to uncertain tax positions on our income tax expense was immaterial. We file numerous income tax returns in the U.S. federal jurisdiction and in several state jurisdictions. We are no longer subject to U.S. federal income tax examinations for years prior to 2021. With limited exception, we are no longer subject to state income tax examinations for years prior to 2021. We have an outstanding refund request on a final tax return from an acquisition. We do not anticipate a material reduction in the unrecognized tax benefit within the next twelve months from the expiration of statutes of limitations which would result in a reduction in income taxes. NOTE 20. OTHER COMPREHENSIVE INCOME (LOSS) The following table presents changes in AOCI, net of tax, by component: TABLE 20.1 (in millions) Unrealized Net Gains (Losses) on Debt Securities Available for Sale Unrealized Net Gains (Losses) on Derivative Instruments Unrecognized Pension and Postretirement Obligations Total Year Ended December 31, 2024 Balance at beginning of period $ ( 160 ) $ ( 33 ) $ ( 42 ) $ ( 235 ) Other comprehensive income (loss) before reclassifications 14 ( 14 ) 7 7 Amounts reclassified from AOCI 27 32 — 59 Net current period other comprehensive income (loss) 41 18 7 66 Balance at end of period $ ( 119 ) $ ( 15 ) $ ( 35 ) $ ( 169 ) The amounts reclassified from AOCI related to debt securities AFS are included in net securities gains (losses) on the Consolidated Statements of Income, while the amounts reclassified from AOCI related to derivative instruments in cash flow hedge programs are generally included in interest income on loans and leases on the Consolidated Statements of Income. The tax (benefit) expense amounts reclassified from AOCI in connection with the debt securities AFS and derivative instruments reclassifications are included in income taxes on the Consolidated Statements of Income. NOTE 21. EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per common share: TABLE 21.1 Year Ended December 31 2024 2023 2022 (dollars in millions, except per share data) Net income $ 465 $ 485 $ 439 Less: Preferred stock dividends 6 8 8 Net income available to common shareholders $ 459 $ 477 $ 431 Basic weighted average common shares outstanding 361,444,439 360,743,462 349,976,557 Net effect of dilutive stock options and restricted stock 1,193,165 2,154,344 4,075,640 Diluted weighted average common shares outstanding 362,637,604 362,897,806 354,052,197 Earnings per common share: Basic $ 1.27 $ 1.32 $ 1.23 Diluted $ 1.27 $ 1.31 $ 1.22 There were no anti-dilutive shares for the years ended December 31, 2024, 2023 and 2022. 142 Table of Contents NOTE 22. REGULATORY MATTERS FNB and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and ratios of total, tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined). Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future business and corporate strategies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FNB and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. FNB’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of December 31, 2024, the most recent notification from the federal banking agencies categorized FNB and FNBPA as “well-capitalized” under the respective regulatory frameworks. There are no conditions or events since the notification which management believes have changed this categorization. 143 Table of Contents Following are the capital ratios for FNB and FNBPA: TABLE 22.1 Actual Well-Capitalized Requirements (1) Minimum Capital Requirements plus Capital Conservation Buffer (dollars in millions) Amount Ratio Amount Ratio Amount Ratio As of December 31, 2024 F.N.B. Corporation: Total capital $ 4,635 12.35 % $ 3,755 10.00 % $ 3,942 10.50 % Tier 1 capital 3,971 10.58 2,253 6.00 3,191 8.50 Common equity tier 1 3,971 10.58 n/a n/a 2,628 7.00 Leverage 3,971 8.75 n/a n/a 1,816 4.00 Risk-weighted assets 37,546 FNBPA: Total capital $ 4,794 12.86 % $ 3,728 10.00 % $ 3,914 10.50 % Tier 1 capital 3,962 10.63 2,982 8.00 3,169 8.50 Common equity tier 1 3,882 10.41 2,423 6.50 2,610 7.00 Leverage 3,962 8.78 2,257 5.00 1,806 4.00 Risk-weighted assets 37,280 As of December 31, 2023 F.N.B. Corporation: Total capital $ 4,456 12.16 % $ 3,664 10.00 % $ 3,847 10.50 % Tier 1 capital 3,786 10.33 2,198 6.00 3,114 8.50 Common equity tier 1 3,680 10.04 n/a n/a 2,565 7.00 Leverage 3,786 8.72 n/a n/a 1,736 4.00 Risk-weighted assets 36,641 FNBPA: Total capital $ 4,559 12.50 % $ 3,647 10.00 % $ 3,829 10.50 % Tier 1 capital 3,769 10.34 2,917 8.00 3,100 8.50 Common equity tier 1 3,689 10.12 2,370 6.50 2,553 7.00 Leverage 3,769 8.71 2,164 5.00 1,731 4.00 Risk-weighted assets 36,466 (1) Reflects the well-capitalized standard under Regulation Y for F.N.B. Corporation and the prompt corrective action framework for FNBPA. The FRB eliminated the reserve requirement for thousands of depository institutions, although FNBPA still maintains deposits with the FRB for various services such as check clearing. Certain limitations exist under applicable law and regulations by regulatory agencies regarding dividend distributions to a parent by our subsidiaries. As of December 31, 2024, our subsidiaries had $ 549.4 million of retained earnings available for distribution to us without prior regulatory approval. Under current FRB regulations, FNBPA is limited in the amount it may lend to non-bank affiliates, including FNB. Such loans must be secured by specified collateral. In addition, any such loans to a non-bank affiliate may not exceed 10% of FNBPA’s capital and surplus and the aggregate of loans to all such affiliates may not exceed 20% of FNBPA’s capital and surplus. The maximum amount that may be borrowed by FNB affiliates under these provisions was $ 933.0 million at December 31, 2024. 144 Table of Contents NOTE 23. CASH FLOW INFORMATION Following is a summary of supplemental cash flow information: TABLE 23.1 Year Ended December 31 2024 2023 2022 (in millions) Interest paid on deposits and other borrowings $ 973 $ 619 $ 144 Income taxes paid 58 94 81 Transfers of loans to other real estate owned 2 2 2 Loans transferred to held for sale from portfolio 431 355 — Loans transferred to portfolio from held for sale 20 38 12 We did no t have any restricted cash as of December 31, 2024, 2023 or 2022. Supplemental non-cash information relating to the Howard and Union acquisitions is included in Note 27, Mergers and Acquisitions. NOTE 24. BUSINESS SEGMENTS We operate in three reportable segments: Community Banking, Wealth Management and Insurance. • The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, business credit, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. • The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage (under a third-party arrangement) and investment advisory services, mutual funds and annuities. • The Insurance segment includes a full-service insurance brokerage service offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM uses net interest income contributions, non-interest income, salary and employee benefits and net income for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for these measures when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses segment income contributions for evaluating pricing strategies and segment operating income to assess the performance of each segment by comparing the results of each segment with one another and in determining the compensation of certain employees. 145 Table of Contents The following table provides financial information for these segments of FNB. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of FNB, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments to reconcile to the Consolidated Financial Statements. TABLE 24.1 (in millions) Community Banking Wealth Manage- ment Insurance Parent and Other Consolidated At or for the Year Ended December 31, 2024 Interest income $ 2,246 $ — $ — $ 6 $ 2,252 Interest expense 941 — — 31 972 Net interest income (loss) 1,305 — — ( 25 ) 1,280 Provision for credit losses 79 — — 1 80 Non-interest income: Service charges 91 — — — 91 Interchange and card transaction fees 52 — — — 52 Trust services — 46 — — 46 Insurance commissions and fees 1 — 23 ( 2 ) 22 Securities commissions and fees — 31 — — 31 Capital markets income 21 — — 3 24 Mortgage banking operations 27 — — — 27 Other 31 — — ( 8 ) 23 Total non-interest income 223 77 23 ( 7 ) 316 Non-interest expense: Salaries and employee benefits 445 45 14 — 504 Other 426 9 5 17 457 Total non-interest expense 871 54 19 17 961 Income tax expense (benefit) 97 5 1 ( 13 ) 90 Net income (loss) $ 481 $ 18 $ 3 $ ( 37 ) $ 465 Total assets $ 48,295 $ 44 $ 31 $ 255 $ 48,625 Total loans and leases 33,895 — — 44 33,939 Total deposits 37,973 — — ( 866 ) 37,107 Market value of assets under management (1) — 9,523 — — 9,523 146 Table of Contents (in millions) Community Banking Wealth Manage- ment Insurance Parent and Other Consolidated At or for the Year Ended December 31, 2023 Interest income $ 1,967 $ — $ — $ 6 $ 1,973 Interest expense 624 — — 32 656 Net interest income (loss) 1,343 — — ( 26 ) 1,317 Provision for credit losses 72 — — — 72 Non-interest income: Service charges 82 — — — 82 Interchange and card transaction fees 52 — — — 52 Trust services — 43 — — 43 Insurance commissions and fees 1 — 22 — 23 Securities commissions and fees — 28 — — 28 Capital markets income 25 — — 2 27 Mortgage banking operations 21 — — — 21 Other ( 15 ) — — ( 7 ) ( 22 ) Total non-interest income 166 71 22 ( 5 ) 254 Non-interest expense: Salaries and employee benefits 406 41 14 1 462 Other 430 9 4 10 453 Total non-interest expense 836 50 18 11 915 Income tax expense (benefit) 106 5 1 ( 13 ) 99 Net income (loss) $ 495 $ 16 $ 3 $ ( 29 ) $ 485 Total assets $ 45,924 $ 40 $ 29 $ 165 $ 46,158 Total loans and leases 32,281 — — 42 32,323 Total deposits 35,127 — — ( 416 ) 34,711 Market value of assets under management (1) — 8,633 — — 8,633 147 Table of Contents (in millions) Community Banking Wealth Manage- ment Insurance Parent and Other Consolidated At or for the Year Ended December 31, 2022 Interest income $ 1,280 $ — $ — $ 5 $ 1,285 Interest expense 145 — — 20 165 Net interest income 1,135 — — ( 15 ) 1,120 Provision for credit losses 63 — — 1 64 Non-interest income: Service charges 86 — — — 86 Interchange and card transaction fees 51 — — — 51 Trust services — 39 — — 39 Insurance commissions and fees 1 — 23 — 24 Securities commissions and fees — 24 — — 24 Capital markets income 35 — — — 35 Mortgage banking operations 21 — — — 21 Other 46 1 1 ( 5 ) 43 Total non-interest income 240 64 24 ( 5 ) 323 Non-interest expense: Salaries and employee benefits 376 34 15 1 426 Other 381 8 5 6 400 Total non-interest expense 757 42 20 7 826 Income tax expense (benefit) 116 5 1 ( 8 ) 114 Net income (loss) $ 439 $ 17 $ 3 $ ( 20 ) $ 439 Total assets $ 43,586 $ 37 $ 33 $ 69 $ 43,725 Total loans and leases 30,216 — — 39 30,255 Total deposits 35,469 — — ( 699 ) 34,770 Market value of assets under management (1) — 7,843 — — 7,843 (1) The trust assets under management are not held on our Consolidated Balance Sheets. NOTE 25. FAIR VALUE MEASUREMENTS We use fair value measurements to record fair value adjustments to certain financial assets and liabilities and to determine fair value disclosures. Securities AFS, mortgage loans held for sale accounted for under FVO and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a non-recurring basis, such as certain impaired loans, OREO and certain other assets. Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. In determining fair value, we use various valuation approaches, including market, income and cost approaches. We follow an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, which are developed based on market data obtained from independent sources. Unobservable inputs reflect our assumptions about the assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances. 148 Table of Contents The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows: TABLE 25.1 Measurement Category Definition Level 1 Valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets. Level 2 Valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data. Level 3 Valuation is derived from other valuation methodologies including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies we use for financial instruments recorded at fair value on either a recurring or non-recurring basis: Securities Available For Sale These securities are recorded at fair value on a recurring basis. At December 31, 2024, 100.0 % of AFS securities used valuation methodologies involving market-based or market-derived information, collectively Level 1 and Level 2 measurements, to measure fair value. We closely monitor market conditions involving assets that have become less actively traded. If the fair value measurement is based upon recent observable market activity of such assets or comparable assets (other than forced or distressed transactions) that occur in sufficient volume, and do not require significant adjustment using unobservable inputs, those assets are classified as Level 1 or Level 2; if not, they are classified as Level 3. Making this assessment requires significant judgment. We use prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of AFS securities. We validate prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, and review of pricing information by corporate personnel familiar with market liquidity and other market-related conditions. Derivative Financial Instruments We determine fair value for derivatives using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects contractual terms of the derivative, including the period to maturity and uses observable market-based inputs, including interest rate curves and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives and IRLCs utilize Level 3 inputs. Credit valuation estimates of current credit spreads are used to evaluate the likelihood of our default and the default of our counterparties. However, as of December 31, 2024 and 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our non-IRLC derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative 149 Table of Contents valuations in their entirety are classified in Level 2 of the fair value hierarchy. The fair value of IRLCs is based upon the estimated fair value of the underlying mortgage loan, including the expected cash flows related to MSRs and the estimated percentage of IRLCs that will result in a closed mortgage loan, and is classified as Level 3. Loans Held For Sale Residential mortgage loans held for sale are carried at fair value under the FVO, an irrevocable election at time of origination. Fair value for residential mortgage loans held for sale, when recorded, is based on independent quoted market prices and is classified as Level 2. Residential mortgage loans held for sale that subsequently are not sold on the secondary market, are carried at fair value under the FVO and classified as Level 3. SBA loans held for sale are carried at lower of cost or fair value, for which, periodically, it may be necessary to record non-recurring fair value adjustments. Fair value for SBA loans held for sale, when recorded, is based on independent quoted market prices and is classified as Level 2. Indirect installment loans held for sale are carried at lower of cost or fair value, for which, periodically, it may be necessary to record non-recurring fair value adjustments. Fair value for indirect loans held for sale, when recorded, is based on the estimated sale price and classified as Level 3. Collateral Dependent Loans For commercial loans in default which are greater than or equal to $ 1.0 million, individual reserves are determined based on an analysis of the present value of the loan's expected future cash flows, the loan's observable market value, or the fair value of the collateral less costs to sell. For commercial and consumer loans in default which are below $ 1.0 million, an established LGD percentage is multiplied by the loan balance and the results are aggregated for purposes of measuring specific reserve. Collateral may be real estate and/or business assets including equipment, inventory and accounts receivable. We determine the fair value of real estate based on appraisals by licensed or certified appraisers. The value of business assets is generally based on amounts reported on the business’ financial statements. Management must rely on the financial statements prepared and certified by the borrower or their accountants in determining the value of these business assets on an ongoing basis, which may be subject to significant change over time. Based on the quality of information or statements provided, management may require the use of business asset appraisals and site-inspections to better value these assets. We may discount appraised and reported values based on management’s historical knowledge, changes in market conditions from the time of valuation or management’s knowledge of the borrower and the borrower’s business. Since not all valuation inputs are observable, we classify these non-recurring fair value determinations as Level 2 or Level 3 based on the lowest level of input that is significant to the fair value measurement. We review and evaluate these loans no less frequently than quarterly for additional write-down based on the same factors identified above. Other Real Estate Owned OREO is comprised principally of commercial and residential real estate properties obtained in partial or total satisfaction of loan obligations and these properties are subject to federal regulatory holding period requirements. OREO acquired in settlement of indebtedness is recorded at fair value less costs to sell. Subsequently, these assets are carried at the lower of carrying value or fair value less costs to sell. Accordingly, it may be necessary to record non-recurring fair value adjustments. Fair value is generally based upon appraisals by licensed or certified appraisers and other market information and is classified as Level 3. Other Assets - Mortgage Servicing Rights and Small Business Administration Servicing Assets We carry MSRs at the lower of cost or fair value, and therefore, they are subject to fair value measurements on a non-recurring basis. Since sales of MSRs tend to occur in private transactions and the precise terms and conditions of the sales are typically not readily available, there is a limited market to refer to in determining the fair value of MSRs. As such we rely primarily on a discounted cash flow model, incorporating assumptions about loan prepayment rates, discount rates, servicing costs and other economic factors, to estimate the fair value of our MSRs. We utilize a third-party vendor to perform the modeling to estimate the fair value of our MSRs. Since the valuation model uses significant unobservable inputs, we classify MSRs within Level 3. 150 Table of Contents We retain the servicing rights on SBA-guaranteed loans sold to investors. The standard sale structure under the SBA Secondary Participation Guaranty Agreement provides for us to retain a portion of the cash flow from the interest payment received on the SBA guaranteed portion of the loan, which is commonly known as a servicing spread. We utilize a third-party vendor to perform the modeling to estimate the fair value of our SBA servicing asset. Since the valuation model uses significant unobservable inputs, we classify SBA servicing assets within Level 3. The following table presents the balances of assets and liabilities measured at fair value on a recurring basis: TABLE 25.2 (in millions) Level 1 Level 2 Level 3 Total December 31, 2024 Assets Measured at Fair Value Debt securities available for sale U.S. Treasury $ 274 $ — $ — $ 274 U.S. government agencies — 53 — 53 U.S. government-sponsored enterprises — 300 — 300 Residential MBS Agency MBS — 694 — 694 Agency collateralized mortgage obligations — 698 — 698 Agency commercial MBS — 1,388 — 1,388 States of the U.S. and political subdivisions (municipals) — 22 — 22 Other debt securities — 37 — 37 Total debt securities available for sale 274 3,192 — 3,466 Loans held for sale — 214 — 214 Loans receivable — — 53 53 Derivative financial instruments Trading — 112 — 112 Not for trading — 4 1 5 Total derivative financial instruments — 116 1 117 Total assets measured at fair value on a recurring basis $ 274 $ 3,522 $ 54 $ 3,850 Liabilities Measured at Fair Value Derivative financial instruments Trading $ — $ 303 $ — $ 303 Not for trading — 6 4 10 Total derivative financial instruments — 309 4 313 Total liabilities measured at fair value on a recurring basis $ — $ 309 $ 4 $ 313 151 Table of Contents (in millions) Level 1 Level 2 Level 3 Total December 31, 2023 Assets Measured at Fair Value Debt securities available for sale U.S. Treasury $ 420 $ — $ — $ 420 U.S. government agencies — 79 — 79 U.S. government-sponsored enterprises — 223 — 223 Residential MBS Agency MBS — 752 — 752 Agency collateralized mortgage obligations — 832 — 832 Agency commercial MBS — 884 — 884 States of the U.S. and political subdivisions (municipals) — 27 — 27 Other debt securities — 37 — 37 Total debt securities available for sale 420 2,834 — 3,254 Loans held for sale — 150 — 150 Derivative financial instruments Trading — 109 — 109 Not for trading — 2 5 7 Total derivative financial instruments — 111 5 116 Total assets measured at fair value on a recurring basis $ 420 $ 3,095 $ 5 $ 3,520 Liabilities Measured at Fair Value Derivative financial instruments Trading $ — $ 324 $ — $ 324 Not for trading — 4 — 4 Total derivative financial instruments — 328 — 328 Total liabilities measured at fair value on a recurring basis $ — $ 328 $ — $ 328 152 Table of Contents The following table presents additional information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value: TABLE 25.3 (in millions) Other Debt Securities Loans Receivable Interest Rate Lock Commitments Total Year Ended December 31, 2024 Balance at beginning of period $ — $ — $ 5 $ 5 Purchases, issuances, sales and settlements: Issuances — — 1 1 Settlements — — ( 5 ) ( 5 ) Transfers into Level 3 — 53 — 53 Balance at end of period $ — $ 53 $ 1 $ 54 Year Ended December 31, 2023 Balance at beginning of period $ — $ — $ — $ — Purchases, issuances, sales and settlements: Issuances — — 6 6 Settlements — — ( 1 ) ( 1 ) Balance at end of period $ — $ — $ 5 $ 5 We review fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of Level 3 at fair value at the beginning of the period in which the changes occur. See the “Securities Available for Sale” discussion within this footnote for information relating to determining Level 3 fair values. During 2024, $ 53.2 million in loans receivable were measured using the FVO at Level 3 on a recurring basis. There were no transfers of assets or liabilities between the hierarchy levels during 2023. From time to time, we measure certain assets at fair value on a non-recurring basis. These adjustments to fair value usually result from the application of the lower of cost or fair value accounting or write-downs of individual assets. Valuation methodologies used to measure these fair value adjustments were previously described. For assets measured at fair value on a non-recurring basis still held at the Balance Sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios: TABLE 25.4 (in millions) Level 1 Level 2 Level 3 Total December 31, 2024 Collateral dependent loans $ — $ — $ 105 $ 105 Other assets - MSRs — — 1 1 Other assets - SBA servicing asset — — 1 1 Other real estate owned — — 2 2 December 31, 2023 Collateral dependent loans $ — $ — $ 35 $ 35 Indirect installment loans held for sale — — 338 338 Other assets - MSRs — — 12 12 Other assets - SBA servicing asset — — 1 1 Other real estate owned — — 2 2 153 Table of Contents The fair value amounts for collateral dependent loans and OREO in the table above were estimated at a date during the twelve months ended December 31, 2024 and 2023, respectively. Consequently, the fair value information presented is not necessarily as of the period’s end. Collateral dependent loans measured or re-measured at fair value on a non-recurring basis during 2024 had a carrying amount of $ 105.1 million, which includes an allocated ACL of $ 21.3 million. The ACL includes a provision applicable to the current period fair value measurements of $ 51.1 million, which was included in provision for credit losses for 2024. Indirect installment loans held for sale measured at fair value on a non-recurring basis during 2023 had a carrying amount of $ 338.3 million, which includes a valuation allowance of $ 16.7 million which was included in earnings for 2023. MSRs measured at fair value on a non-recurring basis had a carrying value of $ 0.9 million, which included a valuation allowance of $ 0.1 million, as of December 31, 2024. The valuation allowance includes a provision of $ 0.1 million included in earnings for 2024. SBA servicing assets measured at fair value on a non-recurring basis had a carrying value of $ 1.3 million. During 2024, the valuation allowance decreased $ 0.6 million to $ 0.6 million as of December 31, 2024, down from $ 1.2 million at December 31, 2023, which is reflected in the year-to-date provision expense. OREO measured at fair value on a non-recurring basis during 2024 had a carrying amount of $ 1.5 million which included a valuation allowance of $ 0.2 million, as of December 31, 2024. The valuation allowance includes a loss of $ 0.2 million, which was included in earnings for 2024. Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each financial instrument: Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable. For these short-term instruments, the carrying amount is a reasonable estimate of fair value. Securities. For both securities AFS and securities HTM, fair value equals the quoted market price from an active market, if available, and is classified within Level 1. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or pricing models, and is classified as Level 2. Where there is limited market activity or significant valuation inputs are unobservable, securities are classified within Level 3. Under current market conditions, assumptions used to determine the fair value of Level 3 securities have greater subjectivity due to the lack of observable market transactions. Loans and Leases. The fair value of fixed rate loans and leases is estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities less an illiquidity discount, as the fair value measurement represents an exit price from a market participants' viewpoint. The fair value of variable and adjustable-rate loans and leases approximates the carrying amount. Due to the significant judgment involved in evaluating credit quality, loans and leases are classified within Level 3 of the fair value hierarchy. Loan Servicing Rights . For both MSRs and SBA servicing rights, both classified as Level 3 assets, fair value is determined using a discounted cash flow valuation method. These models use significant unobservable inputs including discount rates, prepayment rates and cost to service which have greater subjectivity due to the lack of observable market transactions. Derivative Assets and Liabilities. See the “Derivative Financial Instruments” discussion included within this footnote . Deposits. The estimated fair value of demand deposits, savings accounts and certain money market deposits is the carrying amount at the reporting date because of the customers’ ability to withdraw funds immediately. While the deposits, given their nature, are not traded on an active market, they are payable on demand and offer floating market-based interest rates. As a result, given the value associated with our base deposits is not permitted to be captured in this estimate of fair value, the fair values presented contain little to no estimation uncertainty and are consistent with other Level 1 instruments. The fair value of fixed-maturity deposits is estimated by discounting future cash flows using rates currently offered for deposits of similar remaining maturities. Short-Term Borrowings. The carrying amounts for short-term borrowings approximate fair value for amounts that mature in 90 days or less. The fair value of subordinated notes is estimated by discounting future cash flows using rates currently offered. Long-Term Borrowings. The fair value of long-term borrowings is estimated by discounting future cash flows based on the market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. 154 Table of Contents Loan Commitments and Standby Letters of Credit. Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties. Also, unfunded loan commitments relate principally to variable rate commercial loans, typically are non-binding, and fees are not normally assessed on these balances. Nature of Estimates . Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable to other financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Further, because the disclosed fair value amounts were estimated as of the Balance Sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different. The fair values of our financial instruments are as follows: TABLE 25.5 Fair Value Measurements (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 December 31, 2024 Financial Assets Cash and cash equivalents $ 2,419 $ 2,419 $ 2,419 $ — $ — Debt securities available for sale 3,466 3,466 274 3,192 — Debt securities held to maturity 3,979 3,644 1 3,643 — Net loans and leases, including loans held for sale 33,734 32,648 — 214 32,434 Loan servicing rights 72 88 — — 88 Derivative assets 117 117 — 116 1 Accrued interest receivable 164 164 164 — — Financial Liabilities Deposits 37,107 37,070 29,607 7,463 — Short-term borrowings 1,256 1,256 1,256 — — Long-term borrowings 3,012 3,004 — 1,748 1,256 Derivative liabilities 313 313 — 309 4 Accrued interest payable 65 65 65 — — December 31, 2023 Financial Assets Cash and cash equivalents $ 1,576 $ 1,576 $ 1,576 $ — $ — Debt securities available for sale 3,254 3,254 420 2,834 — Debt securities held to maturity 3,911 3,593 — 3,593 — Net loans and leases, including loans held for sale 32,405 30,641 — 150 30,491 Loan servicing rights 61 73 — — 73 Derivative assets 116 116 — 111 5 Accrued interest receivable 160 160 160 — — Financial Liabilities Deposits 34,711 34,654 28,496 6,158 — Short-term borrowings 2,506 2,505 2,505 — — Long-term borrowings 1,971 1,928 — 1,192 736 Derivative liabilities 328 328 — 328 — Accrued interest payable 69 69 69 — — 155 Table of Contents NOTE 26. PARENT COMPANY FINANCIAL STATEMENTS The following is condensed financial information of F.N.B. Corporation (parent company only). In this information, the parent company’s investments in subsidiaries are stated at cost plus equity in undistributed earnings of subsidiaries since acquisition. This information should be read in conjunction with the Consolidated Financial Statements. TABLE 26.1 Balance Sheets (in millions) December 31 2024 2023 Assets Cash and cash equivalents $ 803 $ 375 Other assets 185 98 Investment in bank subsidiary 6,272 6,014 Investments in and advances to non-bank subsidiaries 581 572 Total Assets $ 7,841 $ 7,059 Liabilities Other liabilities $ 142 $ 110 Advances from affiliates 197 197 Long-term borrowings 1,193 695 Subordinated notes: Short-term 6 6 Long-term 1 1 Total Liabilities 1,539 1,009 Shareholders’ Equity 6,302 6,050 Total Liabilities and Shareholders’ Equity $ 7,841 $ 7,059 156 Table of Contents TABLE 26.2 Statements of Income (in millions) Year Ended December 31 2024 2023 2022 Income Dividend income from subsidiaries: Bank $ 307 $ 382 $ 254 Non-bank 2 3 6 309 385 260 Interest income 23 16 16 Other income 1 1 — Total Income 333 402 276 Expenses Interest expense 53 47 34 Other expenses 29 21 17 Total Expenses 82 68 51 Income Before Taxes and Equity in Undistributed Income of Subsidiaries 251 334 225 Income tax benefit 14 15 9 265 349 234 Equity in undistributed income of subsidiaries: Bank 194 130 200 Non-bank 6 6 5 Net Income $ 465 $ 485 $ 439 157 Table of Contents TABLE 26.3 Statements of Cash Flows (in millions) Year Ended December 31 2024 2023 2022 Operating Activities Net income $ 465 $ 485 $ 439 Adjustments to reconcile net income to net cash flows from operating activities: Undistributed earnings from subsidiaries ( 200 ) ( 136 ) ( 203 ) Other, net ( 6 ) ( 4 ) — Net cash flows provided by (used in) operating activities 259 345 236 Investing Activities Net increase in advances to subsidiaries — ( 75 ) ( 18 ) Payment for further investment in subsidiaries ( 3 ) ( 9 ) 3 Increase in premises and equipment ( 47 ) ( 8 ) — Net cash received in business combinations — — 9 Net cash flows provided by (used in) investing activities ( 50 ) ( 92 ) ( 6 ) Financing Activities Decrease in long-term debt — ( 331 ) ( 3 ) Increase in long-term debt 499 2 351 Redemption of preferred stock ( 111 ) — — Other, net 8 ( 29 ) ( 32 ) Cash dividends paid: Preferred stock ( 2 ) ( 8 ) ( 8 ) Common stock ( 175 ) ( 174 ) ( 171 ) Net cash flows provided by (used in) financing activities 219 ( 540 ) 137 Net Increase (Decrease) in Cash and Cash Equivalents 428 ( 287 ) 367 Cash and cash equivalents at beginning of year 375 662 295 Cash and Cash Equivalents at End of Year $ 803 $ 375 $ 662 Cash paid during the year for: Interest $ 54 $ 48 $ 34 NOTE 27. MERGERS AND ACQUISITIONS Howard Bancorp, Inc. On January 22, 2022, we completed our acquisition of Howard, a bank holding company headquartered in Baltimore City, Maryland. The acquisition enhanced our presence in the Mid-Atlantic Region. Additionally, cost savings, efficiencies and other benefits were realized from the combined operations. On the acquisition date, Howard had assets with a net book value of approximately $ 2.4 billion, including $ 1.8 billion in both loans and deposits. The acquisition was valued at approximately $ 443 million and resulted in the issuance of 34,074,495 shares of our common stock in exchange for 18,930,329 shares of Howard common stock. We also acquired restricted stock units and the fully vested outstanding stock options of Howard. This merger was accounted for in accordance with the acquisition method of accounting. Fair values for all assets and liabilities are presented in Table 3.1. Determining the fair value of assets and liabilities is a complex process involving significant judgment regarding estimates and assumptions used to calculate fair values. We have completed the review of valuations for the acquired assets and liabilities. Goodwill related to the Howard acquisition was recorded in the Community Banking business segment and is not deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange for tax purposes. We did not record any merger expenses relating to the Howard acquisition in 2024 or 2023. Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. We consider various factors in connection with the identification of more-than-insignificant deterioration in credit, including 158 Table of Contents but not limited to nonperforming status, delinquency, risk ratings, loan modification classification, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment. As part of the Howard acquisition, we acquired PCD loans and leases of $ 186.9 million. We established an ACL at acquisition of $ 10.0 million with a corresponding gross-up to the amortized cost of the PCD loans and leases. The non-credit discount on the PCD loans and leases was $ 5.4 million and the Day 1 fair value was $ 171.5 million. The initial provision expense for non-PCD loans associated with the Howard acquisition was $ 19.1 million. We integrated the systems and the operating activities of Howard into FNB in February 2022. Due to that integration, it is impracticable to disclose the revenue from the Howard assets acquired and income before income taxes subsequent to the acquisition. UB Bancorp On December 9, 2022, we completed our acquisition of Union, a bank holding company based in Greenville, North Carolina. This acquisition further increases our presence in North Carolina and adds low-cost granular deposits which continue to be value accretive in the current economic environment. On the acquisition date, Union had assets with a net book value of approximately $ 1.1 billion, including $ 0.7 billion in loans and $ 1.0 billion in deposits. The acquisition was valued at approximately $ 126 million and resulted in the issuance of 9,672,691 shares of our common stock in exchange for 6,008,123 shares of Union common stock. This merger was accounted for in accordance with the acquisition method of accounting. Fair values for all assets and liabilities are presented in Table 3.1. Determining the fair value of assets and liabilities is a complex process involving significant judgment regarding estimates and assumptions used to calculate fair values. We have completed the review of valuations for the acquired assets and liabilities. Goodwill related to the Union acquisition was recorded in the Community Banking business segment and is not deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange for tax purposes. We incurred merger expenses relating to the Union acquisition of $ 2.2 million in 2023. We recorded core deposit intangibles of $ 41 million which reflect the much higher cost of alternative funding given the higher interest rate environment at the time of acquisition. Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. We consider various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to non-performing status, delinquency, risk ratings, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination. For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment. As part of the Union acquisition, we acquired PCD loans and leases of $ 36.9 million. We established an ACL at acquisition of $ 1.8 million with a corresponding gross-up to the amortized cost of the PCD loans and leases. The non-credit discount on the PCD loans and leases was $ 0.5 million and the Day 1 fair value was $ 34.7 million. The initial provision expense for non-PCD loans associated with the Union acquisition was $ 9.4 million. We integrated the systems and the operating activities of Union in December 2022. Due to that integration, it is impracticable to disclose the revenue from the Union assets acquired and income before income taxes subsequent to the acquisition. 159 Table of Contents The following table summarizes the amounts recorded on the consolidated balance sheets as of the respective acquisition dates in conjunction with the Howard and Union acquisitions discussed above. TABLE 27.1 (in millions) Howard Union Fair value of consideration paid $ 443 $ 126 Fair value of identifiable assets acquired: Cash and cash equivalents 75 113 Securities 321 212 Loans 1,780 652 Core deposit and other intangible assets 19 41 Fixed and other assets 156 59 Total identifiable assets acquired 2,351 1,077 Fair value of liabilities assumed: Deposits 1,831 956 Borrowings 247 30 Other liabilities 7 3 Total liabilities assumed 2,085 989 Fair value of net identifiable assets acquired 266 88 Goodwill recognized $ 177 $ 38 160 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE NONE.