What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 330 added, 177 removed, 1281 unchanged (28% of the section changed)

43 unchanged sentences

(1) Amount represents loans for which we have elected the fair value option.

See Note 18 .

See accompanying Notes to Consolidated Financial Statements (unaudited)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Interest Income

3 unchanged sentences

Tax-exempt 7 7 14 14

Other 18 8 35 17

Total Interest Income 583 557 1,142 1,100

17 unchanged sentences

Bank owned life insurance 4 4 9 7

Other 6 3 9 8

Total Non-Interest Income 91 88 179 176

7 unchanged sentences

Bank shares and franchise taxes 4 4 8 8

Other 26 22 48 41

Total Non-Interest Expense 247 227 493 464

10 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(In millions)

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 130 $ 123 $ 247 $ 245

2 unchanged sentences

Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 6 , $ 1 , $ 15 and $( 3 )

19 2 52 ( 11 )

Derivative instruments:

Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 1 , $ 0 , $ 3 and $( 3 )

4 ( 3 ) 12 ( 12 )

Reclassification adjustment for gains (losses) included in net income, net of tax expense (benefit) of $ 1 , $ 2 , $ 3 and $ 4

12 unchanged sentences

Income (Loss) Treasury

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Balance at beginning of period $ 4 $ 4,694 $ 1,740 $ ( 250 ) $ ( 182 ) $ 6,006

Comprehensive income (loss) 123 7 130

Dividends declared on common stock - $ 0.12 /share

( 43 ) ( 43 )

Issuance of common stock — ( 6 ) — 4 ( 2 )

Repurchase of common stock ( 3 ) ( 3 )

Restricted stock compensation 2 2

Balance at end of period $ 4 $ 4,690 $ 1,820 $ ( 243 ) $ ( 181 ) $ 6,090

Three Months Ended June 30, 2025

Balance at beginning of period $ 4 $ 4,696 $ 2,025 $ ( 121 ) $ ( 186 ) $ 6,418

Comprehensive income (loss) 130 29 159

Dividends declared on common stock - $ 0.12 /share

( 43 ) ( 43 )

Issuance of common stock — ( 8 ) — 5 ( 3 )

Repurchase of common stock ( 10 ) ( 10 )

Restricted stock compensation 3 3

Balance at end of period $ 4 $ 4,691 $ 2,112 $ ( 92 ) $ ( 191 ) $ 6,524

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Treasury

Six Months Ended June 30, 2024

Balance at beginning of period $ 107 $ 4 $ 4,692 $ 1,669 $ ( 235 ) $ ( 187 ) $ 6,050

Comprehensive income (loss) 245 ( 8 ) 237

Dividends declared:

6 unchanged sentences

Issuance of common stock — ( 14 ) — 9 ( 5 )

Repurchase of common stock ( 3 ) ( 3 )

Restricted stock compensation 12 12

1 unchanged sentence

Balance at end of period $ — $ 4 $ 4,690 $ 1,820 $ ( 243 ) $ ( 181 ) $ 6,090

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Balance at beginning of period $ — $ 4 $ 4,695 $ 1,952 $ ( 169 ) $ ( 180 ) $ 6,302

Comprehensive income (loss) 247 77 324

Dividends declared on common stock:

$ 0.12 /share

Dividends declared on common stock - $ 0.24 /share

( 87 ) ( 87 )

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

Three Months Ended

(In millions)

Six Months Ended

Operating Activities

44 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

The terms “FNB,” “the Corporation,” “we,” “us” and “our” throughout this Report mean F.N.B.

10 unchanged sentences

and Charleston, South Carolina.

As of March 31, 2025, we had 351 branches throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington D.C.

As of June 30, 2025, we had 351 branches throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington D.C.

and Virginia.

19 unchanged sentences

Such reclassifications had no impact on our net income and shareholders' equity.

Events occurring subsequent to March 31, 2025 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.

Events occurring subsequent to June 30, 2025 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.

Certain information and Note disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

23 unchanged sentences

We are currently evaluating the effect this Update will have on related disclosures and our processes, systems, and controls related to the disclosures.

Standard Description Financial Statements Impact

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 is effective as of January 1, 2025.

Early adoption is permitted.

We adopted this ASU using the prospective method for the period beginning January 1, 2025.

The adoption of this Update did not have a material impact on our consolidated financial statements.

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 is 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 Update did not have a material impact on our consolidated financial statements.

INVESTMENT 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 March 31, 2025 and December 31, 2024.

Accrued interest receivable on AFS debt securities totaled $ 14.4 million at March 31, 2025 and $ 14.3 million at December 31, 2024, and is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets.

There was no ACL associated with the AFS portfolio at June 30, 2025 and December 31, 2024.

Accrued interest receivable on AFS debt securities totaled $ 14.7 million at June 30, 2025 and $ 14.3 million at December 31, 2024, 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.

1 unchanged sentence

Debt Securities AFS:

March 31, 2025

June 30, 2025

Treasury $ 274 $ 1 $ — $ 275

government agencies 45 — — 45

government-sponsored enterprises 303 — ( 1 ) 302

GSE 304 — ( 1 ) 303

Residential MBS:

Agency MBS 780 5 ( 11 ) 774

Agency collateralized mortgage obligations 761 — ( 83 ) 678

Agency CMO 727 — ( 75 ) 652

Agency commercial MBS 1,475 16 ( 20 ) 1,471

8 unchanged sentences

government agencies 53 — — 53

government-sponsored enterprises 302 — ( 2 ) 300

GSE 302 — ( 2 ) 300

Residential MBS:

Agency MBS 714 — ( 20 ) 694

Agency collateralized mortgage obligations 796 — ( 98 ) 698

Agency CMO 796 — ( 98 ) 698

Agency commercial MBS 1,420 3 ( 35 ) 1,388

4 unchanged sentences

The amortized cost and fair value of HTM debt securities are presented in the following table.

The ACL for the HTM portfolio was $ 0.24 million and $ 0.25 million at March 31, 2025 and December 31, 2024, respectively.

Accrued interest receivable on HTM debt securities totaled $ 14.0 million and $ 14.6 million at March 31, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets.

The ACL for the HTM portfolio was $ 0.19 million and $ 0.25 million at June 30, 2025 and December 31, 2024, respectively.

Accrued interest receivable on HTM debt securities totaled $ 15.2 million and $ 14.6 million at June 30, 2025 and December 31, 2024, 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.

1 unchanged sentence

Debt Securities HTM:

March 31, 2025

June 30, 2025

Treasury $ 1 $ — $ — $ 1

government-sponsored enterprises 29 — — 29

GSE 30 — — 30

Residential MBS:

Agency MBS 826 2 ( 69 ) 759

Agency collateralized mortgage obligations 689 — ( 81 ) 608

Agency CMO 664 — ( 74 ) 590

Agency commercial MBS 1,597 14 ( 25 ) 1,586

7 unchanged sentences

Treasury $ 1 $ — $ — $ 1

government-sponsored enterprises 29 — — 29

GSE 29 — — 29

Residential MBS:

Agency MBS 901 1 ( 96 ) 806

Agency collateralized mortgage obligations 714 — ( 95 ) 619

Agency CMO 714 — ( 95 ) 619

Agency commercial MBS 1,326 2 ( 44 ) 1,284

3 unchanged sentences

Total debt securities HTM $ 3,979 $ 3 $ ( 338 ) $ 3,644

There were no significant gross gains or gross losses realized on investment securities during the three months ended March 31, 2025 or 2024.

There were no significant gross gains or gross losses realized on investment securities during the six months ended June 30, 2025 or 2024.

Net unrealized losses on the AFS and HTM portfolios are primarily due to the increase in market interest rates since the time of purchase, with 86.3 % of these securities backed or sponsored by the U.S.

government as of March 31, 2025.

As of March 31, 2025, the amortized cost and fair value of debt securities, by contractual maturities, were as follows:

government as of June 30, 2025.

As of June 30, 2025, the amortized cost and fair value of debt securities, by contractual maturities, were as follows:

Available for Sale Held to Maturity

8 unchanged sentences

Agency MBS 780 774 826 759

Agency collateralized mortgage obligations 761 678 689 608

Agency CMO 727 652 664 590

Agency commercial MBS 1,475 1,471 1,597 1,586

3 unchanged sentences

Following is information relating to investment securities pledged:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

12 unchanged sentences

Debt Securities AFS

March 31, 2025

Treasury 1 $ 25 $ — 2 $ 75 $ — 3 $ 100 $ —

June 30, 2025

government agencies 2 $ 3 $ — 10 $ 21 $ — 12 $ 24 $ —

government-sponsored enterprises — — — 7 127 ( 1 ) 7 127 ( 1 )

GSE 3 75 — 6 103 ( 1 ) 9 178 ( 1 )

Residential MBS:

Agency MBS 1 — — 92 302 ( 11 ) 93 302 ( 11 )

Agency collateralized mortgage obligations — — — 66 678 ( 83 ) 66 678 ( 83 )

Agency CMO — — — 66 652 ( 75 ) 66 652 ( 75 )

Agency commercial MBS 6 162 ( 1 ) 20 352 ( 19 ) 26 514 ( 20 )

14 unchanged sentences

government agencies 6 11 — 12 25 — 18 36 —

government-sponsored enterprises 2 75 — 7 126 ( 2 ) 9 201 ( 2 )

GSE 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 CMO — — — 66 698 ( 98 ) 66 698 ( 98 )

Agency commercial MBS 23 709 ( 8 ) 20 359 ( 27 ) 43 1,068 ( 35 )

3 unchanged sentences

Total 43 $ 1,104 $ ( 10 ) 213 $ 1,670 $ ( 148 ) 256 $ 2,774 $ ( 158 )

We evaluated the AFS debt securities that were in an unrealized loss position at March 31, 2025.

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 evaluated the AFS debt securities that were in an unrealized loss position at June 30, 2025.

Based on the credit ratings and/or 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.

4 unchanged sentences

Department of the Treasury, 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 March 31, 2025 is highly rated with an average rating of AA and 98 % of the portfolio is rated A or better.

Our municipal bond portfolio, with a carrying amount of $ 1.0 billion as of June 30, 2025 is highly rated with an average rating of AA and 98 % of the portfolio is rated A or better.

All of the investment securities in the municipal portfolio are general obligation bonds.

8 unchanged sentences

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 $ 57.0 million as of March 31, 2025 consists of debentures of banks within our footprint.

Our corporate bond portfolio, with a carrying amount of $ 52.4 million as of June 30, 2025 consists of debentures of banks and bank holding companies.

The average holding size of the securities in the corporate bond portfolio is $ 3.3 million.

5 unchanged sentences

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 year-to-date periods ending March 31, 2025 and 2024, we had no significant provision expense and no charge-offs or recoveries for the investment securities portfolio.

The ACL on the HTM portfolio was $ 0.24 million, consisting of $ 0.07 million relating to the municipal bond portfolio and $ 0.17 million relating to other debt securities, as of March 31, 2025, and $ 0.07 million relating to the municipal bond portfolio and $ 0.18 million relating to other debt securities as of December 31, 2024.

The AFS securities portfolios did no t have an ACL at March 31, 2025 or December 31, 2024 and there were no investment securities that were past due or on non-accrual at either date.

For the year-to-date periods ending June 30, 2025 and 2024, we had no significant provision expense and no charge-offs or recoveries for the investment securities portfolio.

The ACL on the HTM portfolio was $ 0.19 million, consisting of $ 0.07 million relating to the municipal bond portfolio and $ 0.12 million relating to other debt securities, as of June 30, 2025, and $ 0.07 million relating to the municipal bond portfolio and $ 0.18 million relating to other debt securities as of December 31, 2024.

The AFS securities portfolios did no t have an ACL at June 30, 2025 or December 31, 2024 and there were no investment securities that were past due or on non-accrual at either date.

LOANS AND LEASES

Accrued interest receivable on loans and leases, which totaled $ 128.4 million at both March 31, 2025 and December 31, 2024, 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.

Accrued interest receivable on loans and leases, which totaled $ 124.7 million at June 30, 2025 and $ 128.4 million at December 31, 2024, 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:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Commercial real estate $ 12,686 $ 12,705

9 unchanged sentences

Total loans and leases, net of unearned income $ 34,679 $ 33,939

The remaining accretable discount included in the amortized cost of acquired loans was $ 29.7 million and $ 31.6 million at March 31, 2025 and December 31, 2024, respectively.

The remaining accretable discount included in the amortized cost of acquired loans was $ 25.4 million and $ 31.6 million at June 30, 2025 and December 31, 2024, 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:

36 unchanged sentences

(in millions) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Total

March 31, 2025

June 30, 2025

Commercial Real Estate:

3 unchanged sentences

Total commercial real estate 687 1,388 1,740 2,200 1,930 4,539 202 12,686

Commercial real estate current period gross charge-offs — — — 3.7 3.9 — — 7.6

Commercial real estate gross charge-offs — — 0.1 3.9 3.6 3.0 — 10.6

Commercial and Industrial:

3 unchanged sentences

Total commercial and industrial 823 1,157 1,001 962 559 1,132 1,922 7,556

Commercial and industrial current period gross charge-offs 0.1 0.5 — — 0.3 3.4 — 4.3

Commercial and industrial gross charge-offs 0.1 0.5 0.3 3.1 0.7 17.7 — 22.4

Commercial Leases:

3 unchanged sentences

Total commercial leases 170 239 171 90 53 51 — 774

Commercial leases current period gross charge-offs — — — — — 0.1 — 0.1

Commercial leases gross charge-offs — — — — — 0.2 — 0.2

Other Commercial:

1 unchanged sentence

Total other commercial 11 — 63 — — 5 103 182

Other commercial current period gross charge-offs — — — — — 1.1 — 1.1

Other commercial gross charge-offs — — — — — 2.2 — 2.2

Total commercial loans and leases 1,691 2,784 2,975 3,252 2,542 5,727 2,227 21,198

(in millions) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Total

March 31, 2025

June 30, 2025

Direct Installment:

2 unchanged sentences

Total direct installment 216 313 248 581 639 674 — 2,671

Direct installment current period gross charge-offs — — 0.1 0.1 — 0.2 — 0.4

Direct installment gross charge-offs — 0.1 0.2 0.1 — 0.2 — 0.6

Residential Mortgages:

2 unchanged sentences

Total residential mortgages 874 1,698 1,401 1,547 1,374 1,701 — 8,595

Residential mortgages current period gross charge-offs — 0.1 0.1 — — 0.2 — 0.4

Residential mortgages gross charge-offs — 0.2 0.3 0.1 0.2 1.0 — 1.8

Indirect Installment:

2 unchanged sentences

Total indirect installment 194 334 22 59 107 64 — 780

Indirect installment current period gross charge-offs — 0.2 0.4 0.6 0.7 0.3 — 2.2

Indirect installment gross charge-offs — 0.4 0.6 1.2 1.2 0.5 — 3.9

Consumer Lines of Credit:

2 unchanged sentences

Total consumer lines of credit 4 7 24 47 13 140 1,200 1,435

Consumer lines of credit current period gross charge-offs — — — — — 0.3 — 0.3

Consumer lines of credit gross charge-offs — — — — — 0.6 — 0.6

Total consumer loans 1,288 2,352 1,695 2,234 2,133 2,579 1,200 13,481

8 unchanged sentences

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 real estate gross charge-offs — 0.8 1.0 15.0 10.5 11.3 — 38.6

Commercial and Industrial:

3 unchanged sentences

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 and industrial gross charge-offs 0.1 3.9 1.5 1.8 6.0 7.6 — 20.9

Commercial Leases:

3 unchanged sentences

Total commercial leases 331 191 108 64 31 40 — 765

Commercial leases current period gross charge-offs — — — — — 0.3 — 0.3

Commercial leases gross charge-offs — — — — — 0.3 — 0.3

Other Commercial:

1 unchanged sentence

Total other commercial 12 62 — — — 5 65 144

Other commercial current period gross charge-offs — — — — — 4.2 — 4.2

Other commercial 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

5 unchanged sentences

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

Direct installment gross charge-offs — 0.2 0.3 0.2 — 1.1 — 1.8

Residential Mortgages:

2 unchanged sentences

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

Residential mortgages gross charge-offs 0.1 0.6 0.3 0.2 — 1.4 — 2.6

Indirect Installment:

2 unchanged sentences

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

Indirect installment gross charge-offs 0.2 1.8 4.5 3.2 0.5 1.6 — 11.8

Consumer Lines of Credit:

2 unchanged sentences

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

Consumer lines of credit 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

10 unchanged sentences

Leases Non-accrual with No ACL

March 31, 2025

June 30, 2025

Commercial real estate $ 8 $ — $ 47 $ 55 $ 12,631 $ 12,686 $ 15

27 unchanged sentences

Following is a summary of non-performing assets:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

6 unchanged sentences

Non-performing assets plus 90 days or more past due / total loans and leases plus OREO

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 March 31, 2025 and December 31, 2024.

The recorded investment of residential-secured consumer OREO for which formal foreclosure proceedings are in process at March 31, 2025 and December 31, 2024 totaled $ 14.9 million and $ 10.6 million, respectively.

Approximately $ 167.0 million of commercial loans are collateral dependent at March 31, 2025.

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 $ 1.1 million at June 30, 2025 and $ 1.2 million at December 31, 2024.

The recorded investment of residential-secured consumer OREO for which formal foreclosure proceedings are in process at June 30, 2025 and December 31, 2024 totaled $ 17.1 million and $ 10.6 million, respectively.

Approximately $ 178.3 million of commercial loans are collateral dependent at June 30, 2025.

Repayment is expected to be substantially made through the operation or sale of the collateral on the loan.

3 unchanged sentences

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 $ 0.02 million and $ 0.01 million at March 31, 2025 and March 31, 2024, respectively, and is excluded from the amortized cost of loan modifications in the tables that follow.

Accrued interest receivable on loan modifications totaled $ 0.04 million and $ 0.05 million at June 30, 2025 and June 30, 2024, respectively, and is excluded from the amortized cost of loan modifications in the tables that follow.

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:

(dollars in millions) Amortized Cost Basis % of Total Class of Financing Receivable Financial Effect

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Term Extension

Commercial real estate $ 1.8 0.01 % The modified loans had an average increase in term of 2 months, extending the maturity date.

Commercial and industrial $ 0.8 0.01 % The modified loans had an average increase in term of 29 months, extending the maturity date.

Direct installment 1.0 0.04 The modified loans had an average increase in term of 26 months extending the maturity date.

1 unchanged sentence

Consumer lines of credit 0.3 0.02 The modified loans had an average increase in term of 170 months extending the maturity date.

Commercial real estate 1.3 0.01 The majority resulted in a 3 -month deferral on principal payments.

Commercial and industrial 0.9 0.01 The majority resulted in a 3 -month deferral on principal payments.

Total Outstanding Modified $ 5.1

Six Months Ended June 30, 2025

Term Extension

Commercial real estate $ 1.5 0.01 % The modified loans had an average increase in term of 2 months,

extending the maturity date.

Commercial and industrial 0.8 0.01 The modified loans had an average increase in term of 29 months, extending the maturity date.

Direct installment 1.5 0.06 The modified loans had an average increase in term of 21 months, extending the maturity date.

Residential mortgages 2.9 0.03 The modified loans had an average increase in term of 27 months, extending the maturity date.

Consumer lines of credit 0.4 0.03 The modified loans had an average increase in term of 181 months, extending the maturity date.

Term Extension and Rate Reduction

Residential mortgages 1.3 0.02 The term was extended, with a weighted average yield reductions of 100 basis points to 450 basis points with extensions up to 27 years.

Commercial and industrial 0.1 — Multiple modifications were made with no material financial effect.

Residential mortgages 1.3 0.02 The term was extended, with weighted average yield reductions of 100 basis points to 450 basis points with extensions up to 27 years.

Commercial real estate 1.3 0.01 The majority resulted in a 3 -month deferral on principal payments.

Commercial and industrial 1.0 0.01 The majority resulted in a 3 -month deferral on principal payments.

Total Outstanding Modified $ 10.7

(dollars in millions) Amortized Cost Basis % of Total Class of Financing Receivable Financial Effect

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Term Extension

2 unchanged sentences

Consumer lines of credit 0.5 0.04 The modified loans had an average increase in term of 162 months extending the maturity date.

Term Extension and Rate Reduction

Residential mortgages 0.2 — Multiple modifications were made with no material financial effect.

Consumer lines of credit 0.2 0.02 Multiple modifications were made with no material financial effect.

Commercial real estate 0.1 — 3 to 9 month payment deferrals with no income being earned on these loans.

Total Outstanding Modified $ 5.1

Six Months Ended June 30, 2024

Term Extension

Direct installment $ 0.8 0.03 % The modified loans had an average increase in term of 61 months, extending the maturity date.

Residential mortgages 4.1 0.05 The modified loans had an average increase in term of 28 months, extending the maturity date.

Consumer lines of credit 1.0 0.08 The modified loans had an average increase in term of 208 months, extending the maturity date.

Rate Reduction

3 unchanged sentences

Residential mortgages 0.8 0.01 Multiple modifications were made with no material financial effect.

Consumer lines of credit 0.2 0.02 Multiple modifications were made with no material financial effect.

Balloon Payment

4 unchanged sentences

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 the first three months of 2025.

There were no additional funds committed to borrowers whose loans were modified during the first six months of 2025.

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 $ 7.7 million and $ 8.1 million in specific reserves for commercial loans modified at March 31, 2025 and December 31, 2024, respectively, and pooled reserves for individual loans of $ 2.4 million and $ 1.8 million for those same periods, respectively, based on loan segment LGD.

There were $ 2.6 million and $ 8.1 million in specific reserves for commercial loans modified at June 30, 2025 and December 31, 2024, respectively, and pooled reserves for individual loans of $ 1.3 million and $ 1.8 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 $ 3.7 million and $ 3.4 million as of March 31, 2025 and December 31, 2024, respectively.

Our ACL included pooled reserves for these classes of loans of $ 1.1 million and $ 3.4 million as of June 30, 2025 and December 31, 2024, respectively.

Upon default of an individual loan, our charge-off policy is followed for that class of loan.

3 unchanged sentences

(in millions) Term Extension Term Extension and Rate Reduction Balloon Payment Other Total Outstanding Modified

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Consumer lines of credit $ 0.1 $ — $ — $ — $ 0.1

Total consumer loans 0.1 — — — 0.1

Total $ 0.1 $ — $ — $ — $ 0.1

Six Months Ended June 30, 2025

Commercial real estate $ 0.6 $ — $ — $ 1.7 $ 2.3

3 unchanged sentences

Residential mortgages 2.0 0.8 — — 2.8

Consumer lines of credit 0.1 — — — 0.1

Total consumer loans 2.3 0.8 — — 3.1

1 unchanged sentence

(in millions) Term Extension Term Extension and Rate Reduction Balloon Payment Other Total Outstanding Modified

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Commercial real estate $ 0.4 $ — $ — $ 0.2 $ 0.6

4 unchanged sentences

Total $ 1.9 $ — $ — $ 1.1 $ 3.0

Six Months Ended June 30, 2024

Commercial real estate $ 0.7 $ 0.9 $ 0.6 $ 8.8 $ 11.0

Commercial and industrial 20.3 0.2 — 1.6 22.1

Total commercial loans and leases 21.0 1.1 0.6 10.4 33.1

Residential mortgages 1.7 — — — 1.7

Total consumer loans 1.7 — — — 1.7

Total $ 22.7 $ 1.1 $ 0.6 $ 10.4 $ 34.8

We closely monitor the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts.

2 unchanged sentences

(in millions) Current 30-89 Days Past Due 90+ Days Past Due

March 31, 2025

June 30, 2025

Commercial real estate $ 20.6 $ — $ —

7 unchanged sentences

(in millions) Current 30-89 Days Past Due 90+ Days Past Due

March 31, 2024

June 30, 2024

Commercial real estate $ 14.8 $ — $ —

15 unchanged sentences

Offs) Recoveries Provision for Credit Losses Balance at

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Commercial real estate $ 173.4 $ ( 3.0 ) $ 0.2 $ ( 2.8 ) $ 8.9 $ 179.5

11 unchanged sentences

Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 449.2 $ ( 25.9 ) $ 4.1 $ ( 21.8 ) $ 25.7 $ 453.1

Six Months Ended June 30, 2025

Commercial real estate $ 166.9 $ ( 10.6 ) $ 0.6 $ ( 10.0 ) $ 22.6 $ 179.5

Commercial and industrial 85.6 ( 22.4 ) 5.0 ( 17.4 ) 20.1 88.3

Commercial leases 22.9 ( 0.2 ) — ( 0.2 ) ( 1.1 ) 21.6

Other 4.3 ( 2.2 ) 0.5 ( 1.7 ) 2.0 4.6

Total commercial loans and leases 279.7 ( 35.4 ) 6.1 ( 29.3 ) 43.6 294.0

Direct installment 29.1 ( 0.6 ) 0.3 ( 0.3 ) ( 2.2 ) 26.6

Residential mortgages 95.9 ( 1.8 ) 0.2 ( 1.6 ) 1.1 95.4

Indirect installment 9.5 ( 3.9 ) 1.2 ( 2.7 ) 2.5 9.3

Consumer lines of credit 8.6 ( 0.6 ) 0.2 ( 0.4 ) ( 1.4 ) 6.8

Total consumer loans 143.1 ( 6.9 ) 1.9 ( 5.0 ) — 138.1

Total allowance for credit losses on loans and leases 422.8 ( 42.3 ) 8.0 ( 34.3 ) 43.6 432.1

Allowance for unfunded loan commitments 21.4 — — — ( 0.4 ) 21.0

Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 444.2 $ ( 42.3 ) $ 8.0 $ ( 34.3 ) $ 43.2 $ 453.1

(in millions) Balance at

3 unchanged sentences

Losses Balance at

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Commercial real estate $ 161.9 $ ( 3.2 ) $ 0.8 $ ( 2.4 ) $ ( 1.8 ) $ 157.7

11 unchanged sentences

Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 428.2 $ ( 12.3 ) $ 4.5 $ ( 7.8 ) $ 20.2 $ 440.6

Six Months Ended June 30, 2024

Commercial real estate $ 166.6 $ ( 10.3 ) $ 1.2 $ ( 9.1 ) $ 0.2 $ 157.7

Commercial and industrial 87.8 ( 8.6 ) 2.5 ( 6.1 ) 11.8 93.5

Commercial leases 21.2 ( 0.2 ) 0.1 ( 0.1 ) 1.8 22.9

Other 3.7 ( 1.9 ) 0.9 ( 1.0 ) 1.3 4.0

Total commercial loans and leases 279.3 ( 21.0 ) 4.7 ( 16.3 ) 15.1 278.1

Direct installment 33.8 ( 0.6 ) 0.4 ( 0.2 ) ( 2.7 ) 30.9

Residential mortgages 70.5 ( 0.2 ) 0.1 ( 0.1 ) 17.8 88.2

Indirect installment 12.8 ( 5.4 ) 1.5 ( 3.9 ) 4.2 13.1

Consumer lines of credit 9.2 ( 0.6 ) 0.5 ( 0.1 ) ( 0.6 ) 8.5

Total consumer loans 126.3 ( 6.8 ) 2.5 ( 4.3 ) 18.7 140.7

Total allowance for credit losses on loans and leases 405.6 ( 27.8 ) 7.2 ( 20.6 ) 33.8 418.8

Allowance for unfunded loan commitments 21.5 — — — 0.3 21.8

Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments $ 427.1 $ ( 27.8 ) $ 7.2 $ ( 20.6 ) $ 34.1 $ 440.6

Following is a summary of changes in the AULC by portfolio segment:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in millions)

9 unchanged sentences

• the historical through-the-cycle mean was calculated using an expanded period to include a prior recessionary period.

At March 31, 2025 and December 31, 2024, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment.

For our ACL calculation at March 31, 2025, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 7.0 % over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 4.9 % over our R&S forecast period, (iii) S&P Volatility, which increases 25.1 % in 2025 and 0 % 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.

At June 30, 2025 and December 31, 2024, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment.

For our ACL calculation at June 30, 2025, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 5.6 % over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which decreases 1.3 % over our R&S forecast period, (iii) S&P Volatility, which increases 87.7 % in 2025 and decreases 22.7 % 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, 2024 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.

The ACL on loans and leases of $ 428.9 million at March 31, 2025 increased $ 6.1 million, or 1.4 %, from December 31, 2024.

Our ending ACL coverage ratio at March 31, 2025 was 1.25 %, unchanged from December 31, 2024.

Total provision for credit losses for the three months ended March 31, 2025 was $ 17.5 million, compared to $ 13.9 million for the same period of 2024.

The first quarter of 2025 reflected net charge-offs of $ 12.5 million, or 0.15 % annualized of average total loans, compared to $ 12.8 million, or 0.16 % annualized, in the first quarter of 2024.

The ACL on loans and leases of $ 432.1 million at June 30, 2025 increased $ 9.3 million, or 2.2 %, from December 31, 2024.

Our ending ACL coverage ratio at June 30, 2025 was 1.25 %, unchanged from December 31, 2024.

Total provision for credit losses for the three months ended June 30, 2025 was $ 25.7 million, compared to $ 20.2 million for the same period of 2024.

The second quarter of 2025 reflected net charge-offs of $ 21.8 million, or 0.25 % annualized of average total loans, compared to $ 7.8 million, or 0.09 % annualized, in the second quarter of 2024.

Total provision for credit losses for the six months ended June 30, 2025 was $ 43.1 million, compared to $ 34.1 million in the same period of 2024.

Net charge-offs were $ 34.3 million, or 0.20 % annualized of average total loans, during the six months ended June 30, 2025, compared to $ 20.6 million, or 0.13 % annualized, for the same period of 2024.

LOAN SERVICING

2 unchanged sentences

The unpaid principal balance of mortgage loans serviced for others is listed below:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

7 unchanged sentences

Fair value, end of period 85.5 78.0 85.5 78.0

There was a $ 0.2 million valuation allowance for MSRs at March 31, 2025 and $ 0.1 million as of December 31, 2024.

There was a $ 0.1 million valuation allowance for MSRs at both June 30, 2025 and December 31, 2024.

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.

3 unchanged sentences

Following is a summary of the sensitivity of the fair value of MSRs to changes in key assumptions:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

17 unchanged sentences

The exercise of lease renewal options is at our sole discretion.

As of March 31, 2025, we had operating lease right-of-use assets and operating lease liabilities of $ 198.5 million and $ 240.5 million, respectively, including $ 72.8 million in operating right-of-use assets and $ 104.3 million in operating lease liabilities with a related party.

As of March 31, 2025, we had finance lease right-of-use assets and finance lease liabilities of $ 34.0 million and $ 36.5 million, respectively.

As of June 30, 2025, we had operating lease right-of-use assets and operating lease liabilities of $ 196.0 million and $ 237.7 million, respectively, including $ 72.1 million in operating right-of-use assets and $ 103.3 million in operating lease liabilities with a related party.

As of June 30, 2025, we had finance lease right-of-use assets and finance lease liabilities of $ 33.5 million and $ 36.1 million, respectively.

Our operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of March 31, 2025, we have certain operating lease agreements, primarily for administrative office space, that are expected to commence in 2025 with lease terms of up to 10 years.

As of June 30, 2025, we have certain operating lease agreements, primarily for administrative office space, that are expected to commence in 2025 with lease terms of up to 20 years.

At commencement, it is expected that these leases will add approximately $ 5.3 million in right-of-use assets and $ 5.3 million in other liabilities.

3 unchanged sentences

Three Months Ended

(dollars in millions) 2025 2024

June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

Operating lease cost $ 10 $ 9 $ 20 $ 19

3 unchanged sentences

Other information related to leases is as follows:

Three Months Ended

Six Months Ended

(dollars in millions) 2025 2024

13 unchanged sentences

(in millions) Operating Leases Finance Leases Total Leases

March 31, 2025

June 30, 2025

0 - 12 months $ 35 $ 2 $ 37

16 unchanged sentences

(in millions) Total Assets Total Liabilities Maximum Exposure to Loss

March 31, 2025

June 30, 2025

Trust preferred securities (1)

31 unchanged sentences

The following table presents the balances of our LIHTC, HTC and NMTC investments and related unfunded commitments:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

7 unchanged sentences

Following is a summary of short-term borrowings:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

7 unchanged sentences

Securities are pledged to these customers in an amount at least equal to the outstanding balance.

Of the total short-term FHLB advances, $ 525.0 million, or 51.2 %, had overnight maturities as of March 31, 2025, compared to $ 335.0 million, or 57.3 %, as of December 31, 2024.

At March 31, 2025 and December 31, 2024, none of the short-term FHLB advances were swapped to fixed rates.

Of the total short-term FHLB advances, $ 385.0 million, or 43.5 %, had overnight maturities as of June 30, 2025, compared to $ 335.0 million, or 57.3 %, as of December 31, 2024.

At June 30, 2025 and December 31, 2024, none of the short-term FHLB advances were swapped to fixed rates.

Federal funds purchased are overnight funds borrowed from other financial institutions.

2 unchanged sentences

Following is a summary of long-term borrowings:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

5 unchanged sentences

Total long-term borrowings $ 2,692 $ 3,012

Our banking affiliate has available credit with the FHLB of $ 12.2 billion, of which $ 2.3 billion was utilized and included in short-term and long-term borrowings and $ 650.0 million was utilized for letters of credit for pledging of public funds as of March 31, 2025.

Our banking affiliate has available credit with the FHLB of $ 12.4 billion, of which $ 2.3 billion was utilized and included in short-term and long-term borrowings and $ 450.0 million was utilized for letters of credit for pledging of public funds as of June 30, 2025.

These advances are secured by $ 17.3 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 long-term fixed rate FHLB advances held during 2025 ranged from 3.69 % to 4.69 % for the three months ended March 31, 2025 and 3.69 % and 4.88 % for the year ended December 31, 2024.

The effective interest rate paid on variable rate long-term FHLB advances was Overnight SOFR plus an average spread of 35 basis points for the three months ended March 31, 2025 compared to an average spread of 34 basis points for the year ended December 31, 2024.

The following table provides information relating to our senior notes and other subordinated debt as of March 31, 2025.

Effective interest rates paid on long-term fixed rate FHLB advances held during 2025 ranged from 3.69 % to 4.69 % for the three months ended June 30, 2025, and 3.69 % and 4.88 % for the year ended December 31, 2024.

The effective interest rate paid on variable rate long-term FHLB advances was Overnight SOFR plus an average spread of 35 basis points for the three months ended June 30, 2025, compared to an average spread of 34 basis points for the year ended December 31, 2024.

The following table provides information relating to our senior notes and other subordinated debt as of June 30, 2025.

The subordinated notes are eligible for treatment as tier 2 capital for regulatory capital purposes.

14 unchanged sentences

25 26 24 12/6/2028 7.597 %

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 245 242 243

3 unchanged sentences

(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.

(4) Assumed from an acquisition and adjusted to fair value at the time of acquisition.

1 unchanged sentence

For the debt assumed from acquisitions, this is the fair value of the debt at the time of the acquisition.

During the second quarter of 2025, we redeemed $ 25.0 million in other subordinated debt assumed from our previous acquisition of UB Bancorp that was set to reprice at a higher interest rate.

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.

1 unchanged sentence

We record the distributions on the junior subordinated debt issued to the Trusts as interest expense.

The following table provides information relating to the Trusts as of March 31, 2025:

The following table provides information relating to the Trusts as of June 30, 2025:

(dollars in millions) Trust

10 unchanged sentences

Other Credit Availability

Our banking affiliate has additional unused other wholesale credit availability of $ 6.3 billion as of March 31, 2025.

Our banking affiliate has additional unused other wholesale credit availability of $ 6.3 billion as of June 30, 2025.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

10 unchanged sentences

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:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Notional Fair Value Notional Fair Value

23 unchanged sentences

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

Three Months Ended

March 31, Three Months Ended

Six Months Ended

June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

2 unchanged sentences

The following table represents gains (losses) recognized in the Consolidated Statements of Income on cash flow hedging relationships:

Three months ended March 31,

Six months ended June 30,

(in millions) Interest Income - Loans and Leases Interest Expense - Short-Term Borrowings Interest Income - Loans and Leases Interest Expense - Short-Term Borrowings

4 unchanged sentences

Amount of gain (loss) reclassified from AOCI into net income ( 15 ) — ( 25 ) 6

As of March 31, 2025, the maximum length of time over which forecasted interest cash flows are hedged is 4.8 years.

In the twelve months that follow March 31, 2025, we expect to reclassify from the amount currently reported in AOCI net derivative losses of $ 8.1 million ($ 6.3 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 March 31, 2025.

As of June 30, 2025, the maximum length of time over which forecasted interest cash flows are hedged is 4.5 years.

In the twelve months that follow June 30, 2025, we expect to reclassify from the amount currently reported in AOCI net derivative losses of $ 2.0 million ($ 1.6 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 June 30, 2025.

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 three months ended March 31, 2025 and 2024, 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.

Also, during the six months ended June 30, 2025 and 2024, 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

1 unchanged sentence

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.

Risk participation agreements sold with notional amounts totaling $ 577 million as of March 31, 2025 have remaining terms ranging from five months to 16 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 at both March 31, 2025 and December 31, 2024.

The fair values of risk participation agreements purchased and sold were $ 0.1 million and $ 0.1 million, respectively, at March 31, 2025 and $ 0.1 million and $ 0 , respectively, at December 31, 2024.

Risk participation agreements sold with notional amounts totaling $ 574 million as of June 30, 2025 have remaining terms ranging from two months to 16 years.

The fair values of risk participation agreements purchased and sold were $ 0.2 million and $ 0.1 million, respectively, at June 30, 2025 and $ 0.1 million and $ 0 , respectively, at December 31, 2024.

The following table presents the effect of certain derivative financial instruments on the Consolidated Statements of Income:

Three Months Ended

Six Months Ended

(in millions) Consolidated Statements of Income Location 2025 2024

9 unchanged sentences

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 no thing as of March 31, 2025 and $ 0.2 million as of December 31, 2024, in excess of amounts previously posted as collateral with the respective counterparty.

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 $ 0.1 million as of June 30, 2025 and $ 0.2 million as of December 31, 2024, in excess of amounts previously posted as collateral with the respective counterparty.

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:

5 unchanged sentences

Instruments Available for Offset Collateral Received/Pledged Net

March 31, 2025

June 30, 2025

Derivative Assets

21 unchanged sentences

Following is a summary of off-balance sheet credit risk information:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

1 unchanged sentence

Standby letters of credit 278 271

At March 31, 2025, funding of 82.1 % of the commitments to extend credit was dependent on the financial condition of the customer.

At June 30, 2025, funding of 82.7 % 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.

4 unchanged sentences

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 $ 20.3 million at March 31, 2025 and $ 21.4 million at December 31, 2024.

Our AULC for commitments that are not unconditionally cancellable, which is included in other liabilities on the Consolidated Balance Sheets, was $ 21.0 million at June 30, 2025 and $ 21.4 million at December 31, 2024.

Additional information relating to the AULC is provided in Note 5, "Allowance for Credit Losses on Loans and Leases" in the Notes to Consolidated Financial Statements.

27 unchanged sentences

The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield.

We granted 518,654 and 546,838 restricted stock units during the three months ended March 31, 2025 and 2024, respectively, including 311,194 and 328,104 performance-based restricted stock units during those same periods, respectively.

We granted 1,324,978 and 1,249,783 restricted stock units during the six months ended June 30, 2025 and 2024, respectively, including 313,842 and 331,182 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.

As of March 31, 2025, we had 8,304,879 remaining shares available for awards under the Plan.

As of June 30, 2025, we had 7,579,694 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.

1 unchanged sentence

The following table summarizes the activity relating to restricted stock units during the periods indicated:

Three Months Ended March 31,

Six Months Ended June 30,

Units Weighted

7 unchanged sentences

The following table provides certain information related to restricted stock units:

Three Months Ended

Six Months Ended

(in millions) 2025 2024

2 unchanged sentences

Fair value of units vested 21 19

As of March 31, 2025, there was $ 8.2 million of unrecognized compensation cost related to unvested restricted stock units.

The components of the restricted stock units as of March 31, 2025 are as follows:

As of June 30, 2025, there was $ 15.4 million of unrecognized compensation cost related to unvested restricted stock units.

The components of the restricted stock units as of June 30, 2025 are as follows:

(dollars in millions) Service-

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(dollars in millions) 2025 2024 2025 2024

10 unchanged sentences

Effective tax rate 21.5 21.6 21.2 21.6

Income tax expense was lower for the three months ended March 31, 2025 primarily due to lower pre-tax earnings.

Although pretax income increased slightly for the six months ended June 30, 2025, the impact on income tax expense was partially offset by the recognition of tax-exempt benefits associated with BOLI and increased net LIHTC.

Deferred Income Taxes

1 unchanged sentence

Deferred tax assets and liabilities 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.

Net deferred tax assets were $ 34.8 million and $ 57.9 million at March 31, 2025 and December 31, 2024, respectively.

Net deferred tax assets were $ 27.8 million and $ 57.9 million at June 30, 2025 and December 31, 2024, respectively, with the decline primarily from lower unrealized losses on investment securities available for sale.

On July 4, 2025, the One Big Beautiful Bill (the Act) was signed into law in the U.S.

We are currently evaluating income tax implications of the Act.

We do not expect the Act to have a material impact on our Consolidated Financial Statements.

OTHER COMPREHENSIVE INCOME (LOSS)

7 unchanged sentences

Obligations Total

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Balance at beginning of period $ ( 119 ) $ ( 15 ) $ ( 35 ) $ ( 169 )

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

( dollars in millions, except per share data)

2025 2024 2025 2024

Net income $ 130 $ 123 $ 247 $ 245

7 unchanged sentences

Diluted $ 0.36 $ 0.34 $ 0.68 $ 0.66

There were no anti-dilutive shares for the three months ended March 31, 2025 and 2024.

There were no anti-dilutive shares for the six months ended June 30, 2025 and 2024.

CASH FLOW INFORMATION

Following is a summary of supplemental cash flow information:

Three Months Ended

Six Months Ended

(in millions) 2025 2024

Interest paid on deposits and other borrowings $ 475 $ 461

Income taxes paid 26 26

Transfers of loans to other real estate owned 1 1

Loans transferred to held for sale from portfolio 32 —

Loans transferred to portfolio from held for sale 16 12

We did no t have any restricted cash as of March 31, 2025 and 2024.

We did no t have any restricted cash as of June 30, 2025 and 2024.

BUSINESS SEGMENTS

8 unchanged sentences

The Insurance segment also includes a reinsurer.

The interim segmentation and measurement basis for segment profit and loss as of March 31, 2025 is consistent to December 31, 2024.

The interim segmentation and measurement basis for segment profit and loss as of June 30, 2025 is consistent to December 31, 2024.

The following table provides financial information for these segments of FNB.

4 unchanged sentences

Other Consolidated

At or for the Three Months Ended March 31, 2025

At or for the Three Months Ended June 30, 2025

Interest income $ 581 $ — $ — $ 2 $ 583

27 unchanged sentences

Other Consolidated

At or for the Three Months Ended March 31, 2024

At or for the Three Months Ended June 30, 2024

Interest income $ 555 $ — $ — $ 2 $ 557

15 unchanged sentences

Other 99 3 2 2 106

Non-interest expense 204 14 6 3 227

Income tax expense (benefit) 36 1 — ( 3 ) 34

Net income (loss) $ 126 $ 5 $ — $ ( 8 ) $ 123

Total assets $ 47,421 $ 42 $ 36 $ 216 $ 47,715

Total loans and leases 33,716 — — 41 33,757

Total deposits 35,338 — — ( 344 ) 34,994

Market value of assets under administration - FNBIA, FNTC and FNIS (1)

— 13,520 — — 13,520

(in millions) Community

Banking Wealth

Management Insurance Parent and

Other Consolidated

At or for the Six Months Ended June 30, 2025

Interest income $ 1,139 $ — $ — $ 3 $ 1,142

Interest expense 442 — — 29 471

Net interest income (loss) 697 — — ( 26 ) 671

Provision for credit losses 43 — — — 43

Non-interest income:

Service charges 45 — — — 45

Interchange and card transaction fees 26 — — — 26

Trust services — 24 — — 24

Insurance commissions and fees — — 11 — 11

Securities commissions and fees — 18 — — 18

Capital markets income 10 — — 2 12

Mortgage banking operations 13 — — — 13

Other 35 — — ( 5 ) 30

Total non-interest income 129 42 11 ( 3 ) 179

Non-interest expense:

Salaries and employee benefits 235 21 8 1 265

Other 204 7 2 15 228

Total non-interest expense 439 28 10 16 493

6 unchanged sentences

— 14,425 — — 14,425

(in millions) Community

Banking Wealth

Management Insurance Parent and

Other Consolidated

At or for the Six Months Ended June 30, 2024

Interest income $ 1,097 $ — $ — $ 3 $ 1,100

Interest expense 451 — — 14 465

Net interest income (loss) 646 — — ( 11 ) 635

Provision for credit losses 34 — — — 34

Non-interest income:

Service charges 44 — — — 44

Interchange and card transaction fees 26 — — — 26

Trust services — 23 — — 23

Insurance commissions and fees — — 13 — 13

Securities commissions and fees — 16 — — 16

Capital markets income 10 — — 1 11

Mortgage banking operations 15 — — — 15

Other 32 — — ( 4 ) 28

Total non-interest income 127 39 13 ( 3 ) 176

Non-interest expense:

Salaries and employee benefits 220 22 7 1 250

Other 199 5 3 7 214

Total non-interest expense 419 27 10 8 464

Income tax expense (benefit) 70 3 1 ( 6 ) 68

Net income (loss) $ 250 $ 9 $ 2 $ ( 16 ) $ 245

Total assets $ 47,421 $ 42 $ 36 $ 216 $ 47,715

Total loans and leases 33,716 — — 41 33,757

Total deposits 35,338 — — ( 344 ) 34,994

Market value of assets under administration - FNBIA, FNTC and FNIS (1)

— 13,520 — — 13,520

(1) The assets under administration are not held on our Consolidated Balance Sheets.

3 unchanged sentences

(in millions) Level 1 Level 2 Level 3 Total

March 31, 2025

June 30, 2025

Assets Measured at Fair Value

2 unchanged sentences

government agencies — 45 — 45

government-sponsored enterprises — 302 — 302

GSE — 303 — 303

Residential MBS:

Agency MBS — 774 — 774

Agency collateralized mortgage obligations — 678 — 678

Agency CMO — 652 — 652

Agency commercial MBS — 1,471 — 1,471

22 unchanged sentences

government agencies — 53 — 53

government-sponsored enterprises — 300 — 300

GSE — 300 — 300

Residential MBS:

Agency MBS — 694 — 694

Agency collateralized mortgage obligations — 698 — 698

Agency CMO — 698 — 698

Agency commercial MBS — 1,388 — 1,388

20 unchanged sentences

Commitments Total

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Balance at beginning of period $ — $ 53 $ 1 $ 54

14 unchanged sentences

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.

During the first three months of 2025, $ 5.6 million was transferred to loans receivable measured using the fair value option at Level 3, compared to $ 46.5 million during the first three months of 2024.

During the first six months of 2025, $ 13.0 million was transferred to loans receivable measured using the fair value option at Level 3, compared to $ 47.3 million during the first six months of 2024.

From time to time, we measure certain assets at fair value on a non-recurring basis.

3 unchanged sentences

(in millions) Level 1 Level 2 Level 3 Total

March 31, 2025

June 30, 2025

Collateral dependent loans $ — $ — $ 98 $ 98

6 unchanged sentences

Other real estate owned — — 2 2

The fair value amounts for collateral dependent loans and OREO in the table above were estimated at a date during the three months or twelve months ended March 31, 2025 and December 31, 2024, respectively.

The fair value amounts for collateral dependent loans and OREO in the table above were estimated at a date during the six months or twelve months ended June 30, 2025 and December 31, 2024, 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 the three months ended March 31, 2025 had a carrying amount of $ 112.0 million, which includes an

allocated ACL of $ 23.1 million.

The ACL includes a provision applicable to the current period fair value measurements of $ 9.8 million, which was included in provision for credit losses for the three months ended March 31, 2025.

MSRs measured at fair value on a non-recurring basis had a carrying value of $ 18.7 million, and a valuation allowance of $ 0.2 million as of March 31, 2025.

The valuation allowance includes a provision of $ 0.1 million included in earnings for 2025.

Collateral dependent loans measured or re-measured at fair value on a non-recurring basis during the six months ended June 30, 2025 had a carrying amount of $ 97.7 million, which includes an allocated

ACL of $ 29.1 million.

The ACL includes a provision applicable to the current period fair value measurements of $ 31.5 million, which was included in provision for credit losses for the six months ended June 30, 2025.

MSRs measured at fair value on a non-recurring basis had a carrying value of $ 1.1 million, and a valuation allowance of $ 0.1 million as of June 30, 2025.

There was no provision relating to the valuation allowance included in earnings for 2025.

Fair Value of Financial Instruments

4 unchanged sentences

Value Level 1 Level 2 Level 3

March 31, 2025

June 30, 2025

Financial Assets

28 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements