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Item 7. Management’s Discussion and Analysis

2026-02-24 compared with 2025-02-27 · 275 added, 303 removed, 884 unchanged (40% of the section changed)

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Forward‑looking statements are those that do not relate to historical facts and that are based on current assumptions, beliefs, estimates, expectations and projections, many of which, by their nature, are inherently uncertain and beyond our control.

Forward-looking statements may relate to various matters, including our financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as “anticipates,” “assumes,” “believes,” “can,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “plans,” “potential,” “projects,” “remains,” “should,” “target,” “trend,” “will,” “would,” or similar words or expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements.

You should not place undue reliance on forward-looking statements, as they are subject to risks and uncertainties, including, but not limited to, those described below.

Forward-looking statements may relate to various matters, including our financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as “anticipates,” “assumes,” “believes,” “can,” “continues,” “could,” “enable,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “plans,” “positioned,” “potential,” “projects,” “remains,” “should,” “target,” “trend,” “will,” “would,” or similar words or expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements.

You should not place undue reliance on forward-looking statements, as they

are subject to risks and uncertainties, including, but not limited to, those described below.

When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make.

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• the volatility of the mortgage banking business;

• changes in market interest rates and the unpredictability of monetary, tax and other policies of government agencies;

• the impact of changes in interest rates on the value of our securities portfolios;

• changes in market interest rates, U.S.

federal government shutdowns and the unpredictability of monetary, tax and other policies of government agencies, including tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions;

• the impact of changes in interest rates on the value of our investment securities portfolios;

• changes in our ability to obtain liquidity as and when needed to fund our obligations as they come due, including as a result of adverse changes to our credit ratings;

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• the financial soundness of other financial institutions and the impact of volatility in the banking sector on us;

• changes and instability in economic conditions and financial markets, in the regions in which we operate or otherwise, including a contraction of economic activity;

• changes and instability in economic conditions and financial markets, in the regions in which we operate or otherwise, including a contraction of economic activity, economic downturn or uncertainty and international conflict;

• our ability to continue to invest in technological improvements as they become appropriate or necessary;

• any interruption in or breach in security of our information systems, or other cybersecurity risks;

• risks associated with reliance on third-party vendors;

• risks associated with reliance on third-party vendors and AI;

• risks associated with the use of models, estimations and assumptions in our business;

• the effects of adverse weather events and public health emergencies;

• the risks associated with acquiring other banks and financial services business, including integration into our existing operations;

• the extensive federal and state regulation, supervision and examination governing almost every aspect of our operations, and potential expenses associated with complying with such regulations;

• the risks associated with acquiring other banks and financial services businesses, including integration into our existing operations;

• the extensive federal and state regulations, supervision and examination governing almost every aspect of our operations, and potential expenses associated with complying with such regulations;

• our ability to comply with the consent orders entered into by FNBPA with the DOJ and the North Carolina State Department of Justice, and related costs and potential reputational harm;

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The Provision for Credit Losses section in the Results of Operations includes a discussion of the factors affecting changes in the ACL during the current period.

See Note 1, “Summary of Significant Accounting Policies,” Note 5, “Loans and Leases” and

Note 6, “Allowance for Credit Losses on Loans and Leases” in the Notes to Consolidated Financial Statements for further information on the ACL.

See Note 1, “Summary of Significant Accounting Policies,” Note 5, “Loans and Leases” and Note 6, “Allowance for Credit Losses on Loans and Leases” in the Notes to Consolidated Financial Statements for further information on the ACL.

Fair Value of Financial Instruments

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When such third-party information is not available, we may estimate fair value by using cash flow and other financial modeling techniques.

Our assumptions about what a market participant would use in pricing an asset or liability is developed based on the best information available in the circumstances.

These estimates are inherently subjective and can result in significant changes in the fair value estimates over the life of the asset or liability.

Our assumptions about what a market participant would use in pricing an asset or liability is developed based on the best information available at the time of measurement.

These estimates are inherently subjective and can result in significant changes in the fair value estimates especially given fluctuations in interest rates over the life of the asset or liability.

Assets and liabilities carried at fair value inherently result in a higher degree of financial statement volatility.

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We also performed a qualitative analysis through year-end and concluded that it was not more-likely-than-not that the fair value of one or more of our reporting units was below its respective carrying amount, and therefore no triggering event has occurred, as of December 31, 2025.

Inputs and assumptions used in estimating fair value include projected future cash flows, discount rates reflecting the risk inherent in future cash flows, long-term growth rates, anticipated cost savings and an evaluation of market comparables and recent transactions.

Inputs and assumptions used in estimating fair value included projected future cash flows, discount rates reflecting the risk inherent in future cash flows, long-term growth rates, anticipated cost savings and an evaluation of market comparables and recent transactions.

Goodwill assessments are highly sensitive to economic projections and the related assumptions and estimates used by management.

In the event of a prolonged economic downturn or deterioration in the economic outlook, interim quantitative assessments of our goodwill balance could be required in future periods.

Any impairment charge would not directly affect our capital ratios, tangible common equity, tangible book value per share or liquidity position.

Any impairment charge would not directly affect our regulatory capital ratios, tangible common equity, tangible book value per share or liquidity position.

See Note 1, “Summary of Significant Accounting Policies” and Note 9, “Goodwill and Other Intangible Assets” in the Notes to Consolidated Financial Statements for further discussion of accounting for goodwill and other intangible assets.

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Under this method, the net DTA or DTL is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and recognizes the effect of enacted changes in tax rates and laws in the period in which they occur.

That effect would be included in income in the reporting period that includes the enactment date of the change.

That effect would be included in income in the reporting period

that includes the enactment date of the change.

See the Results of Operations, Income Taxes section later in this MD&A for further tax-related discussion.

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USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common shareholders, operating earnings per diluted common share, return on average tangible common equity, operating return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, operating non-interest income, operating non-interest expense, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers.

To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common shareholders, operating earnings per diluted common share, return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, operating non-interest income, operating non-interest expense, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers.

Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities.

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Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included later in this Report under the heading “Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to GAAP”.

Management believes certain items (e.g.

merger expenses, FDIC special assessment and realized loss on investment securities restructuring) are not organic to running our operations and facilities.

Management believes certain items (e.g., merger expenses, FDIC special assessment and realized loss on investment securities restructuring) are not organic to running our operations and facilities.

These items are considered significant items impacting earnings as they are deemed to be outside of ordinary banking activities.

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and Virginia.

We provide a full range of commercial banking, consumer banking, insurance and wealth management solutions through our subsidiary network which is led by our largest affiliate, FNBPA.

Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing.

We provide a full range of commercial banking, consumer banking, insurance and wealth management solutions

through our subsidiary network which is led by our largest affiliate, FNBPA.

Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and equipment financing.

Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

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Operating earnings per diluted common share (non-GAAP) for 2024 was $1.39, excluding $0.12 per diluted common share of significant items impacting earnings.

We achieved solid corporate performance in 2024 by, among other things, exceeding peer performance on loan growth, deposit growth, and deposit cost management amidst an uncertain interest rate environment.

We achieved new milestones and set new records, notably in the areas of non-interest income, capital, and deposit market share.

Additionally, in 2024, we grew to nearly $49 billion in total assets and achieved a record market capitalization ending the year at $5.3 billion.

For 2024, tangible book value per share (non-GAAP) grew 11% year-over-year, to a record $10.49 and operating return on average tangible common equity (non-GAAP) equaled 14.5%.

We also achieved full-year non-interest income of $316 million and record full-year operating non-interest income (non-GAAP) of $350 million, demonstrating the impact of our diversified business model and robust suite of products and services.

We further strengthened our liquidity and capital position improving the loan-to-deposit ratio over 500 basis points from the peak in 2024 through strong deposit gathering initiatives and achieved higher capital ratios with a record CET1 ratio of 10.6%, and a tangible common equity to tangible assets (non-GAAP) ratio of 8.2%.

We benefited from our geographic footprint, investments in technology, strong balance sheet and high caliber front-line bankers to generate year-over-year loan growth of 5.0% and robust deposit growth of 6.9%.

Our credit metrics ended the year at solid levels in a changing economic environment with total delinquencies at 0.83% and net charge-offs at 0.19% for the full year 2024.

We achieved multiple records for the full year of 2025, including total revenue of $1.8 billion, operating net income available to common shareholders (non-GAAP) of $577 million and operating earnings per diluted common share (non-GAAP) of $1.59 and all-time revenue highs for seven of our fee-based businesses.

Our strong profitability and capital generation resulted in tangible book value per share (non-GAAP) of $11.87, a 13% increase from December 31, 2024.

Additionally, total assets crossed $50 billion at the end of 2025.

Throughout 2025, we remained focused on positioning the balance sheet for continued future success including managing loan concentrations and improving the loan-to-deposit ratio to 89.7%.

Our investments in technology, AI and data analytics are driving automation, efficiency, and the flexibility to continue reinvesting in revenue‑generating businesses and an enhanced omnichannel customer experience, all while delivering positive operating leverage.

Our financial results reflect disciplined execution of our strategy:

diversifying revenue, allocating capital wisely, maintaining a resilient, well‑underwritten loan portfolio, and strengthening our role as our clients’ primary bank through continued eStore and digital innovation.

Income Statement Highlights (2025 compared to 2024)

• Total revenue of $1.6 billion, an increase of $26.0 million, or 1.7%.

Total revenue on an operating basis was essentially flat (down 0.5%) as net interest income was impacted by lags in interest rate resets for interest bearing deposits compared to interest rate resets on loans related to the FOMC’s interest rate cuts.

During the fourth quarter of 2024, the FOMC lowered the target federal funds rate by a total of 50 basis points, bringing the full-year decrease to 100 basis points.

• Net interest income was $1.3 billion, down 2.7%, primarily due to higher interest-bearing deposit costs from continued balance growth in higher yielding deposit products and the impact of the FOMC's interest rate cuts in 2024.

• Net interest margin (FTE) (non-GAAP) decreased 26 basis points to 3.09% from 3.35%.

The yield on earning assets (non-GAAP) increased 42 basis points to 5.42%.

However, the cost of funds increased 72 basis points to 2.45% with the costs of interest-bearing deposits increasing 83 basis points to 2.96%, short-term borrowings increasing 105 basis points and long-term debt increasing 24 basis points.

• The provision for credit losses totaled $79.8 million, compared to $71.8 million.

The provision for credit losses increase for 2024 was primarily due to loan growth and net charge-off activity.

The provision for credit losses increase for 2023 was primarily due to loan growth, the previously disclosed $31.9 million isolated commercial loan that was charged off in the third quarter of 2023 due to alleged fraud, and other charge-off activity.

• Non-interest income was $316.4 million, increasing $62.1 million, or 24.4%, compared to $254.3 million, primarily due to increases in service charges, wealth management, mortgage banking operations, dividends on non-marketable equity securities and other non-interest income, partially offset by decreases in interchange and card transaction fees, insurance commissions and fees and capital markets income.

Additionally, we recognized a $34.0 million realized loss (pre-tax) on an investment securities restructuring in 2024 compared to a $67.4 million realized loss (pre-tax) on an investment securities restructuring in 2023.

On an operating basis (non-GAAP), non-interest income totaled a record $350.4 million, compared to $321.7 million.

• Non-interest expense was $961.3 million, compared to $915.4 million.

• Total revenue of $1.8 billion, an increase of $168.2 million, or 10.5%, and a new record level.

• Net interest income was $1.4 billion, up $115.3 million, or 9.0%, reflecting growth in average earning assets and lower interest-bearing deposit and borrowing costs, partially offset by lower yields on earning assets.

• Net interest margin (FTE) (non-GAAP) increased 10 basis points to 3.19% from 3.09%.

The cost of funds decreased 23 basis points to 2.22% with the cost of interest-bearing deposits decreasing 31 basis points to 2.65%, short-term borrowings decreasing 71 basis points and long-term debt decreasing 19 basis points.

These decreases more than offset the yield reduction on earning assets (non-GAAP) by 13 basis points to 5.29%.

The FOMC lowered the target federal funds rate by 75 basis points during 2025.

• The provision for credit losses totaled $86.0 million, compared to $79.8 million, with the increase primarily due to loan growth and net charge-off activity.

• Non-interest income totaled a record $369.3 million, increasing $52.9 million, or 16.7%, compared to $316.4 million.

On an operating basis (non-GAAP), non-interest income increased $18.9 million, or 5.4%, when excluding the $34.0 million realized loss (pre-tax) on an investment securities restructuring in 2024.

The strong performance in 2025 was due to the continued successful execution of our diversified fee-based business initiatives with the largest increases in wealth management, capital markets income and other non-interest income.

• Non-interest expense was $1.0 billion, compared to $961.3 million.

Excluding significant items, operating non-interest expense (non-GAAP) increased $53.1 million, or 5.6%.

Salaries and employee benefits increased $42.4 million, or 9.2%, due to normal annual merit increases, higher production-related commissions given the strong non-interest income activity, strategic hiring associated with our focus to grow market share and continued investments in our risk management infrastructure, and elevated employer-paid healthcare costs.

Salaries and employee benefits increased $26.2 million, or 5.2%, due to normal annual merit increases, higher production-related commissions given the strong non-interest income activity, strategic hiring associated with our focus to grow market share and continued investments in our risk management infrastructure.

Outside services increased $11.1 million, or 11.5%, due to higher volume-related technology and third-party costs.

Occupancy and equipment increased $15.0 million, or 9.3%, primarily from technology-related investments and the move to the new Pittsburgh headquarters.

• Earnings per diluted common share was $1.27, compared to $1.31, a decrease of 3.1%.

• Operating earnings per diluted common share (non-GAAP) was $1.39, compared to $1.57, a decrease of 11.5%.

Occupancy and equipment increased $8.8 million, or 5.0%, primarily from technology-related investments and higher occupancy costs.

Significant items of $14.4 million (pre-tax) reflected a $20.0 million contribution to the FNB Foundation, demonstrating a continued commitment and strong support of the communities we serve, and a reduction in our FDIC special assessment of $5.6 million (pre-tax).

• Earnings per diluted common share was $1.56, compared to $1.27, an increase of 22.8%.

Operating earnings per diluted common share (non-GAAP) was $1.59, compared to $1.39, an increase of 14.4%.

• The efficiency ratio (non-GAAP) remained at a favorable level of 54.8%, compared to 55.6%.

• In the fourth quarter of 2024, we recognized renewable energy investment tax credits of $28.4 million as a benefit to income taxes from a solar project financing transaction.

• We recognized investment tax credits of $37.2 million as a benefit to income taxes in the fourth quarter of 2025 from a renewable energy project financing transaction which is a core element of our Equipment Finance business strategy.

A related non-credit valuation impairment of $4.4 million (pre-tax) was recognized on the financing receivable in other non-interest expense.

• Income tax expense decreased $8.4 million, or 8.5%.

The effective tax rate was 16.3%, compared to 16.9%, primarily due to renewable energy investment tax credits recognized in 2024 and 2023 as part of solar project financing transactions originated by our commercial leasing business.

Comparatively in the prior year, we recognized investment tax credits of $28.4 million as a benefit to income taxes from a renewable energy project financing transaction.

A related non-credit valuation impairment of $10.4 million (pre-tax) was recognized on the financing receivable in other non-interest expense in 2024.

• Income tax expense increased $13.6 million, or 15.0%.

The effective tax rate was 15.5%, compared to 16.3%.

Balance Sheet Highlights (2025 compared to 2024, unless otherwise indicated)

• Total assets were $48.6 billion, compared to $46.2 billion, an increase of $2.5 billion, or 5.3%, primarily from organic growth in loans of $1.6 billion and increased cash and cash equivalents of $0.8 billion.

• During 2024, we sold $231.4 million of AFS securities 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.

• Period-end total loans and leases increased $1.6 billion, or 5.0%.

Consumer loans increased $949.0 million, or 8.0%, even with a $431 million indirect auto loan sale that closed in September 2024, and commercial loans and leases increased $667.2 million, or 3.3%.

Our loan growth was driven by the continued success of our strategy to grow high-quality loans and deepen customer relationships across our diverse geographic footprint.

• Period-end total deposits increased $2.4 billion, or 6.9%, driven by an increase of $1.9 billion in interest-bearing demand deposits and $1.3 billion in shorter-term time deposits more than offsetting the decline in non-interest-bearing demand deposits of $461.3 million and savings deposits of $286.7 million as customers continued to opt for higher-yielding deposit products given the interest rate environment.

• The mix of non-interest-bearing demand deposits to total deposits equaled 26% at December 31, 2024, compared to 29% at the prior year end, reflecting the strong interest-bearing deposit growth and fairly stable non-interest-bearing demand deposit balances.

• The ratio of loans to deposits was 91.5%, compared to 93.1%, as deposit growth outpaced loan growth on a year-over-year basis.

• In December 2024, we issued $500 million aggregate principal amount of fixed rate / floating rate senior notes maturing in December 2030.

The senior notes bear interest at 5.722% per annum until December 11, 2029.

Starting on December 11, 2029, the senior notes will bear interest at a floating rate per annum equal to compounded SOFR plus 1.93%.

The new debt will be used for general corporate purposes and serve as a replacement for $450 million of senior and subordinated note maturities occurring in 2025.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO increased 14 basis points to 0.48%.

Total delinquency increased 13 basis points to 0.83%, compared to 0.70%.

Overall, asset quality metrics continue to remain at solid levels.

• Total assets were $50.2 billion, compared to $48.6 billion, an increase of $1.6 billion, or 3.3%, primarily from organic growth in loans of $838.3 million and increased investment securities of $398.3 million.

• Period-end total loans and leases increased $838.3 million, or 2.5%.

Consumer loans increased $1.1 billion, or 8.4%, partially offset by the transfer of approximately $200 million of performing residential mortgage loans to held for sale in December 2025.

Commercial loans and leases decreased $239.2 million, or 1.1%, due to higher loan balance attrition from secondary market activity.

Our overall loan growth was driven by the continued success of our strategy to grow high-quality loans and deepen customer relationships across our diverse geographic footprint.

• Period-end total deposits increased $1.7 billion, or 4.5%, driven by an increase of $1.7 billion in interest-bearing demand deposits and $153.0 million in non-interest-bearing demand deposits more than offsetting the decline of $191.8 million in time deposits and $39.8 million in savings deposits.

The mix of non-interest-bearing demand deposits to total deposits equaled 26% at December 31, 2025 and December 31, 2024.

• The ratio of loans to deposits improved to 89.7%, compared to 91.5% at December 31, 2024.

• Total borrowings decreased $350.1 million due to various long-term debt maturities and redemptions in addition to deposit growth to cover our funding needs.

During 2025, $350.0 million in senior debt issued in August 2022 matured, $25.0 million in other subordinated debt was redeemed and $100.0 million in other subordinated debt issued in October 2015 matured.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO decreased 17 basis points to 0.31% and total delinquency decreased 12 basis points to 0.71%.

Overall, asset quality metrics continue to remain at solid levels, reflecting continued proactive management of the loan portfolio.

Net charge-offs totaled $70.5 million, or 0.20% of total average loans, compared to $62.7 million, or 0.19%.

• The ACL on loans and leases totaled $439 million at December 31, 2025, compared to $423 million with the increase reflecting net loan growth.

The ratio of the ACL to total loans and leases was stable at 1.25%.

• On February 15, 2024, we redeemed all our outstanding Series E Perpetual Preferred Stock and paid the final preferred dividend of $2.0 million on the redemption date.

The excess of the redemption value over the carrying value on the Series E Perpetual Preferred Stock of $4.0 million was considered a significant item impacting earnings.

The ratio of the ACL to total loans and leases was stable at 1.26%, compared to 1.25% at December 31, 2024.

• The dividend payout ratio for 2025 was 30.8%, compared to 38.0%.

• Book value per common share of $18.92 increased 8.0%, and tangible book value per common share (non-GAAP) of $11.87 increased $1.38, or 13.2%.

AOCI reduced the tangible book value per common share (non-GAAP) by $0.47 as of December 31, 2024, compared to $0.65 at the end of 2023, primarily due to the impact of higher interest rates on the fair value of AFS securities, partially offset by the 2024 securities repositioning.

• The CET1 regulatory risk-based capital ratio was 10.58% at December 31, 2024, benefiting from retained earnings growth, compared to 10.04% at December 31, 2023.

AOCI reduced the tangible book value per common share (non-GAAP) by $0.18 as of December 31, 2025, compared to $0.47 at the end of 2024, primarily due to the impact of unrealized losses on AFS securities.

• The CET1 capital ratio was a record of 11.36% at December 31, 2025, benefiting from increased retained earnings growth, compared to 10.58% at December 31, 2024.

• During 2025, we repurchased $50 million, or 3.3 million shares, of our common stock at a weighted average share price of $14.92 while maintaining capital above stated operating levels and supporting loan growth.

Year-to-Date Results Summary 2025 2024

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Net income available to common shareholders (millions) $ 565.4 $ 459.3

Net income per diluted common share 1.27 1.31

Earnings per diluted common share 1.56 1.27

Book value per common share 18.92 17.52

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Operating net income available to common shareholders (millions) $ 576.7 $ 505.2

Operating net income per diluted common share 1.39 1.57

Operating earnings per diluted common share 1.59 1.39

Average diluted common shares outstanding (thousands) 361,954 362,638

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Preferred dividend equivalent at redemption $ — $ (4.0)

Pre-tax merger-related expenses — (2.2)

After-tax impact of merger-related expenses — (1.8)

Pre-tax branch consolidation costs (1.2) —

After-tax impact of branch consolidation costs (0.9) —

Pre-tax FDIC assessment (5.2) (29.9)

After-tax impact of FDIC assessment (4.1) (23.7)

Pre-tax realized loss on investment securities restructuring (34.0) (67.4)

After-tax impact of realized loss on investment securities restructuring (26.8) (53.2)

Pre-tax software impairment (3.7) —

After-tax impact of software impairment (2.9) —

Pre-tax loss related to indirect auto loan sales (9.0) (16.7)

After-tax impact of loss related to indirect auto loan sales (7.1) (13.2)

FNB Foundation contribution (pre-tax) (20.0) —

FNB Foundation contribution (after-tax) (15.8) —

Branch consolidation costs (pre-tax) — (1.2)

Branch consolidation costs (after-tax) — (0.9)

FDIC assessment (pre-tax) 5.6 (5.2)

FDIC assessment (after-tax) 4.5 (4.1)

Realized loss on investment securities restructuring (pre-tax) — (34.0)

Realized loss on investment securities restructuring (after-tax) — (26.8)

Software impairment (pre-tax) — (3.7)

Software impairment (after-tax) — (2.9)

Loss related to indirect auto loan sales (pre-tax) — (9.0)

Loss related to indirect auto loan sales (after-tax) — (7.1)

Total significant items (after-tax) $ (11.3) $ (45.8)

Capital measures

Common equity tier 1 10.58 % 10.04 %

CET1 capital ratio 11.36 % 10.58 %

Tangible common equity to tangible assets (non-GAAP) 8.89 8.18

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Net income available to common shareholders was $565.4 million or $1.56 per diluted common share, compared to net income available to common shareholders of $459.3 million or $1.27 per diluted common share.

Operating net income available to common shareholders (non-GAAP) was $505.2 million, or $1.39 per diluted common share (non-GAAP), compared to operating net income available to common shareholders (non-GAAP) of $568.6 million, or $1.57 per diluted common share (non-GAAP).

The results for 2024 included net interest income of $1.3 billion, a 2.7% decrease, with the decline driven by the FOMC’s rate cuts, record non-interest income of $350.4 million on an operating basis (non-GAAP), provision for credit losses of $79.8 million with stable asset quality, and non-interest expenses of $942.3 million on an operating basis (non-GAAP), an increase of $75.7 million or 8.7%, driven primarily by higher salaries and employee benefits expense.

Operating net income available to common shareholders (non-GAAP) was $576.7 million, or $1.59 per diluted common share (non-GAAP), compared to $505.2 million, or $1.39 per diluted common share (non-GAAP).

The results for 2025 included record net interest income of $1.4 billion, a 9.0% increase, record non-interest income of $369.3 million, provision for credit losses of $86.0 million with stable asset quality, and non-interest expense of $995.4 million on an operating basis (non-GAAP).

During 2025, significant items impacting earnings of $11.3 million (see Table 1) were recognized.

In comparison, the 2023 results included net interest income of $1.3 billion, provision for credit losses of $71.8 million, including $31.9 million in provision for the previously disclosed commercial loan fully charged-off during the third quarter of 2023 due to alleged fraud, non-interest income of $321.7 million on an operating basis benefiting from our diversified business model and related revenue generation, and operating non-interest expenses (non-GAAP) of $866.6 million.

In comparison, the 2024 results included net interest income of $1.3 billion, provision for credit losses of $79.8 million, non-interest income of $350.4 million on an operating basis (non-GAAP) and operating non-interest expense (non-GAAP) of $942.3 million.

During 2024, significant items impacting earnings of $45.8 million (see Table 1) were recognized.

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Preferred stock dividends (1)

— 6,005 (6,005) (100.0)

Net income available to common shareholders $ 565,387 $ 459,327 $ 106,060 23.1 %

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Cash dividends per common share 0.48 0.48 — —

(1) In 2024, we redeemed all our 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock.

The preferred stock is no longer outstanding and dividends will no longer accrue on such securities.

The following table presents selected financial ratios and other relevant data used to analyze our performance:

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Return on average tangible assets (1)

Book value per common share $ 17.52 $ 16.56

Tangible book value per common share (1)

Equity to assets 13.46 12.96

Average equity to average assets 13.27 13.10

Common equity to assets 12.96 12.88

Tangible common equity to tangible assets (1)

Common equity tier 1 capital ratio 10.58 10.04

CET1 capital ratio 11.36 10.58

Dividend payout ratio 30.83 38.03

Book value per common share $ 18.92 $ 17.52

Tangible book value per common share (1)

The following table provides information regarding the average balances and yields earned on interest-earning assets (non-GAAP) and the average balances and rates paid on interest-bearing liabilities:

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Interest-bearing deposits with banks $ 1,738,835 $ 69,958 4.02 % $ 1,016,253 $ 42,894 4.22 % $ 1,053,176 $ 40,860 3.88 %

Federal funds sold — — — — — — 500 29 5.81

Taxable investment securities (1)

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3.19 % 3.09 % 3.35 %

(1) The average balances and yields earned on securities are based on historical cost.

(1) The average balances and yields earned on investment securities are based on historical cost.

(2) The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21%.

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Net Interest Income

Net interest income on an FTE basis (non-GAAP) of $1.3 billion decreased $36.7 million, or 2.8%.

These decreases were primarily due to higher interest-bearing deposit costs from balance growth in higher yielding deposit products, the FOMC cutting the federal funds target rate by 100 basis points during 2024 and higher total average borrowings, partially offset by growth in earning assets and higher earning asset yields.

Average interest-earning assets of $41.8 billion increased $2.1 billion, or 5.2%, primarily driven by an increase of $1.9 billion in average loans and leases, which included organic loan origination activity and an indirect auto loan sale.

Average interest-bearing liabilities of $29.8 billion increased $2.8 billion, or 10.4%, driven by an increase of $2.2 billion in average interest-bearing deposits, which included organic growth in new and existing customer relationships, and an increase in average borrowings of $0.6 billion.

Net interest margin FTE (non-GAAP) was 3.09% compared to 3.35%.

The yield on earning assets increased 42 basis points to 5.42%, reflecting variable-rate loans that repriced upwards in 2024, as well as higher yields on new loan originations, investment securities and interest-bearing deposits with banks due to the impact of the higher interest rate environment.

The total cost of funds increased 72 basis points to 2.45%, primarily due to an 83 basis point increase in interest-bearing deposit costs.

The rates paid on short-term and long-term borrowings increased 105 and 24 basis points, respectively, due to the higher interest rate environment throughout much of 2024.

Additionally, average non-interest-bearing demand deposits decreased $1.0 billion, or 9.2%, as customers shifted balances into higher yielding deposit products.

Net interest income on an FTE basis (non-GAAP) totaled $1.4 billion, increasing $115.9 million, or 9.0%, reflecting growth in earning assets and a lower cost of funds, partially offset by lower yields on earning assets.

Average earning assets grew $2.4 billion, or 5.8%, primarily driven by growth in loans, investment securities and interest-bearing deposits with banks.

Additionally, we reinvested the proceeds of the AFS securities sold in November 2024 as part of our balance sheet repositioning with an average yield of 1.41% into securities yielding 4.78% with a similar duration and convexity profile.

Total cost of funds decreased 23 basis points to 2.22%, with a 31 basis point decrease in interest-bearing deposit costs to 2.65% and a 42 basis point decrease in total borrowing costs.

The yield on earning assets (non-GAAP) decreased 13 basis points to 5.29%, driven by a 19 basis point decline in yields on loans to 5.73%, partially offset by a 32 basis point increase in yields on investment securities to 3.51%, which benefited from the previously mentioned balance sheet restructuring actions.

The net interest margin (FTE) (non-GAAP) increased 10 basis points to 3.19%.

The FOMC lowered the target federal funds rate by 75 basis points during 2025 and by 100 basis points during 2024.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the periods indicated:

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Interest-bearing deposits with banks $ 29,085 $ (2,021) $ 27,064 $ (1,447) $ 3,481 $ 2,034

Federal funds sold — — (15) (14) (29)

Securities (2)

Investment securities (2)

14,637 21,237 35,874 1,461 43,957 45,418

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We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

Interest income on an FTE basis (non-GAAP) of $2.3 billion for 2024, increased $278.8 million, or 14.0%, from 2023, resulting from the higher interest rate environment for much of 2024 until the FOMC began cutting the federal funds target rate by 100 basis points between September 2024 and December 2024 and an increase in interest-earning assets of $2.1 billion.

The increase in earning assets was primarily driven by a $1.9 billion, or 6.2%, increase in average loans and $65.6 million, or 0.9%, increase in average securities, partially offset by a decrease of $36.9 million, or 3.5%, in average interest-bearing deposits with banks.

Growth in total average commercial loans included $867.0 million, or 7.4%, in commercial real estate loans and an increase of $189.3 million, or 2.6%, in commercial and industrial loans driven by a combination of organic loan origination

activity led by the Cleveland, Pittsburgh and South Carolina markets and fundings on previously originated commercial real estate projects.

Average consumer loans increased $808.6 million, or 7.0%, with an increase in residential mortgage loans of $1.3 billion, or 22.4%, reflecting adjustable-rate mortgages held in portfolio on the balance sheet and the continued success of the Physicians First mortgage program, which is a program that provides a bundled suite of specialized products to meet the personal and professional needs of physicians, dentists, veterinarians and other healthcare professionals.

This growth was partially offset by a decrease in indirect installment loans of $511.0 million, or 33.7%, reflecting the auto loan sales that closed in the first and third quarters of 2024.

Also, the net increase in investment securities interest income was primarily the result of balance sheet repositioning actions, as the average total securities portfolio yield increased 60 basis points.

Interest expense of $971.7 million for 2024 increased $315.6 million, or 48.1%, from 2023 primarily due to the higher interest rate environment and an increase in average interest-bearing deposits.

The growth in average deposits reflected solid organic growth in new and existing customer relationships resulting from numerous deposit gathering initiatives.

Average interest-bearing deposits increased $2.2 billion, or 9.5%, which reflected the benefit of solid organic growth in customer relationships.

Average time deposits increased $1.8 billion, or 33.9%, as customers continued to migrate balances into higher-yielding products.

Average long-term borrowings increased $607.0 million, or 36.0%, primarily due to an increase of $638.2 million in long-term FHLB borrowings.

Additionally, during the fourth quarter of 2024, we issued $500 million aggregate principal amount of senior notes due in 2030.

The rate paid on interest-bearing liabilities increased 83 basis points to 3.26% for 2024, compared to 2023, as the cost of interest-bearing deposits increased 83 basis points from 2.13% to 2.96%.

Interest income on an FTE basis (non-GAAP) of $2.3 billion, increased $74.0 million, or 3.3%, resulting from growth in average earning assets of $2.4 billion.

The yield on average earning assets (non-GAAP) decreased 13 basis points to 5.29%, driven by a 19 basis point decline in yields on loans to 5.73%, partially offset by a 32 basis point increase in yields on investment securities to 3.51% benefiting from balance sheet repositioning actions in 2024.

Interest expense of $929.8 million decreased $41.9 million primarily due to a 23 basis point reduction in the cost of funds, partially offset by growth in average interest-bearing deposits.

Average total deposits increased $2.3 billion, or 6.5%, reflecting robust organic growth in new and existing customer relationships.

The decrease in total cost of funds is comprised of a 42 basis point decrease in total borrowing costs to 4.64% and a 31 basis point decrease in interest-bearing deposit costs to 2.65%.

Provision for Credit Losses

Provision for credit losses is determined based on management’s estimates of the appropriate level of ACL needed to absorb expected life-of-loan losses in the loan and lease portfolio, after giving consideration to charge-offs and recoveries for the period.

The following table presents information regarding the provision for credit loss expense and net charge-offs for the years 2022 through 2024:

The following table presents information regarding the provision for credit losses expense and net charge-offs for the years 2023 through 2025:

(dollars in thousands) 2025 2024 $

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Total provision for credit losses on loans and leases 85,909 79,806 6,103 8 71,706 8,100 11

Provision for securities (30) 48 (78) (163) 176 (128) (73)

Provision for investment securities 42 (30) 72 (240) 48 (78) (163)

Total provision for credit losses $ 85,951 $ 79,776 $ 6,175 8 % $ 71,754 $ 8,022 11 %

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Provision for credit losses of $86.0 million during 2025 increased $6.2 million from 2024.

The provision for credit losses in 2024 was primarily due to loan growth and charge-off activity, while the provision for credit losses in 2023 was primarily due to loan growth, CECL-related model impacts from forecasted macroeconomic conditions and charge-off activity, including a $31.9 million isolated commercial loan that was charged-off due to alleged fraud.

The provision for credit losses in 2025 and 2024 was primarily due to loan growth and charge-off activity.

Our non-performing loan coverage position remains strong at 418%.

For 2025, net charge-offs were $70.5 million, or 0.20% of total average loans, compared to 2024 net charge-offs of $62.7 million, or 0.19% of total average loans.

The ACL was $422.8 million as of December 31, 2024, an increase of $17.2 million from December 31, 2023, with the ratio of the ACL to total loans and leases remaining stable at 1.25%.

For additional information relating to the allowance and provision for credit losses, refer to the Allowance for Credit Losses section of this MD&A.

The ACL was $439.5 million as of December 31, 2025, an increase of $16.7 million from December 31, 2024, with the ratio of the ACL to total loans and leases increasing 1 basis point to 1.26%.

For additional information relating to the allowance and provision for credit losses, refer to the Allowance for Credit Losses on Loans and Leases section of this MD&A.

Non-Interest Income

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Bank owned life insurance 18,660 16,741 1,919 11.5 11,945 4,796 40.2

Net securities gains (losses) (34,011) (67,432) 33,421 n/m 48 (67,480) n/m

Net securities gains (losses) 58 (34,011) 34,069 n/m (67,432) 33,421 49.6

Other 23,710 15,514 8,196 52.8 12,790 2,724 21.3

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n/m - not meaningful

Total non-interest income increased $62.1 million, or 24.4%.

Excluding significant items totaling $34.0 million in 2024 and $67.4 million in 2023, operating non-interest income (non-GAAP) increased $28.7 million, or 8.9%, to a record level.

The variances in significant individual non-interest income items between 2024 and 2023 are explained in the following paragraphs.

Total non-interest income for 2025 was a record level and increased $52.9 million, or 16.7%.

Excluding significant items totaling $34.0 million in 2024, operating non-interest income (non-GAAP) increased $18.9 million, or 5.4%.

The variances in significant individual non-interest income line items between 2025 and 2024 are explained in the following paragraphs.

Service charges increased $1.5 million, or 1.6%, with strong treasury management activity and higher consumer transaction volumes.

Wealth management revenues increased $6.4 million, or 9.1%, as trust income and securities commissions and fees increased 7.3% and 11.8%, respectively, through continued strong contributions across the geographic footprint.

Additionally, the market value of assets under management increased $0.9 billion, or 10.3%, to $9.5 billion at December 31, 2024 given overall market conditions and customer acquisition activity.

While capital markets income decreased $2.9 million, or 10.6%, reflecting lower commercial customer transaction activity, results continue to reflect solid broad-based contributions from syndications, debt capital markets customer swap activity and international banking.

Mortgage banking operations income increased $6.7 million, or 32.3%, driven by improved gain on sale from strong production volumes.

Wealth management revenues increased $7.0 million, or 9.1%, as securities commissions and fees and trust services income increased 15.1% and 5.0%, respectively, through continued strong contributions across the geographic footprint.

Additionally, the market value of assets under administration increased $0.7 billion, or 4.7%, to $14.9 billion at December 31, 2025.

Insurance commissions and fees decreased $2.2 million, or 9.8%, primarily due to lower contingent fees during 2025.

Capital markets income increased $2.4 million, or 9.9%, driven by debt capital markets and international banking income, as well as contributions from customer swap activity, syndications, public finance and advisory services.

Mortgage banking operations income increased $0.7 million, or 2.7%, driven by improved gain on sale from strong production volumes partially offset by a net MSR fair value recovery of $2.7 million in the fourth quarter of 2024.

During 2025, we sold $1.5 billion of originated residential mortgage loans, an increase of 9.5% compared to $1.4 billion for 2024.

Dividends on non-marketable equity securities increased $3.8 million, or 17.8%, reflecting higher FHLB dividends primarily due to additional borrowings combined with a higher dividend rate.

Dividends on non-marketable equity securities decreased $1.5 million, or 6.1%, related to a decrease in average FHLB stock tied to lower FHLB borrowings slightly offset by a higher average rate.

BOLI increased $1.9 million, or 11.5%, reflecting higher life insurance claims.

Net securities losses were $34.0 million in 2024 compared to $67.4 million in 2023, due to sales of AFS securities totaling $231.4 million in the fourth quarter of 2024 and $648.7 million in the fourth quarter of 2023 as part of balance sheet restructuring activities.

Net securities losses decreased $34.1 million in 2025 due to sales of AFS securities totaling $231.4 million in the fourth quarter of 2024 as part of balance sheet restructuring activities.

These realized losses were significant items impacting earnings.

Other non-interest income increased $8.2 million, or 52.8%, primarily due to a $5.4 million recovery on an other asset previously written off as part of the 2017 Yadkin Financial Corporation acquisition as well as gains on the disposition of leased equipment.

The following table presents non-interest income excluding significant items impacting earnings:

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FDIC insurance 28,341 41,460 (13,119) (31.6) 60,815 (19,355) (31.8)

Bank shares and franchise taxes 13,596 13,609 (13) (0.1) 13,954 (345) (2.5)

Bank shares tax 13,292 13,596 (304) (2.2) 13,609 (13) (0.1)

Other 124,644 108,461 16,183 14.9 116,514 (8,053) (6.9)

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The variances in significant individual non-interest expense items between 2025 and 2024 are explained in the following paragraphs.

Salaries and employee benefits increased $42.4 million, or 9.2%, primarily related to normal annual merit increases, higher production-related commissions given the strong non-interest income activity, strategic hiring associated with our focus to grow market share and continued investments in our risk management infrastructure, and elevated employer-paid healthcare costs.

Salaries and employee benefits increased $26.2 million, or 5.2%, primarily related to normal annual merit increases, higher production-related commissions, strategic hiring associated with our focus to grow market share and continued investments in our risk management infrastructure.

Our total full-time equivalent employees were 4,205 and 4,192 at December 31, 2025 and 2024, respectively.

Net occupancy and equipment expense increased $15.0 million, or 9.3%, primarily from continued technology-related investments, the move to the new Pittsburgh headquarters and a $3.7 million software impairment.

Outside services increased $12.3 million, or 14.6%, with higher volume-related technology and third-party costs associated with ongoing investments in our enterprise risk management framework and digital banking capabilities.

Marketing expense increased $3.6 million, or 20.6%, primarily due to the opportunistic timing of marketing campaigns related to our successful deposit initiatives.

FDIC insurance expense decreased $19.4 million, or 31.8%.

We paid $5.2 million in 2024 and $29.9 million in 2023 in FDIC special assessments to replenish the FDIC's DIF associated with protecting uninsured depositors following the failed banks in early 2023, partially offset by an increase in our regular FDIC insurance assessment due to loan growth and balance sheet mix changes.

Net occupancy and equipment expense increased $8.8 million, or 5.0%, primarily from continued technology-related investments and increased occupancy expenses including de novo branch expansion.

Outside services increased $11.1 million, or 11.5%, with higher volume-related technology and third-party costs.

FDIC insurance expense decreased $13.1 million, or 31.6%, primarily due to the FDIC's updated estimate of its special assessment to replenish the FDIC's Deposit Insurance Fund associated with protecting uninsured depositors following the failed banks in early 2023.

The updated estimate resulted in a $5.6 million reduction to the FDIC special assessment in 2025 compared to additional expense of $5.2 million in 2024.

Other non-interest expense was $124.6 million and $108.5 million for 2025 and 2024, respectively.

Excluding the non-interest expense significant items impacting earnings in Table 10 below, other non-interest expense was $99.5 million, a $1.9 million, or 1.9%, increase from 2023.

The increase was primarily due to the $20.0 million FNB Foundation contribution, the impact of Community Uplift, a mortgage down payment assistance program that was enhanced and expanded in conjunction with our previously announced settlement agreement with the DOJ in 2025 and a $9.0 million loss on the indirect auto loan sales in 2024.

Also included were financing receivable non-credit

impairments from renewable energy investment tax credit transactions of $4.4 million (pre-tax) and $10.4 million (pre-tax) in 2025 and 2024, respectively.

The following table presents non-interest expense excluding significant items impacting earnings:

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Significant items:

Branch consolidations (1,194) — (1,194)

Merger-related — (2,215) 2,215

FNB Foundation contribution (20,000) — (20,000)

Branch consolidation costs — (1,194) 1,194

FDIC special assessment 5,647 (5,212) 10,859

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Statutory federal tax rate 21.0 21.0 21.0

Our income tax expense for 2024 decreased $8.4 million, or 8.5%, from 2023.

The effective tax rate was 16.3% for 2024, compared to 16.9% for 2023, primarily due to the recording of higher levels of renewable energy investment tax credits and lower pre-tax earnings in 2024.

Our income tax expense for 2025 increased $13.6 million, or 15.0%, from 2024.

This increase is primarily attributable to higher pre-tax earnings, partially offset by investment tax credits recognized as part of renewable energy project financing transactions.

The effective tax rate was 15.5% for 2025, compared to 16.3% for 2024, primarily due to higher levels of investment tax credits in 2025.

Effective tax rates are lower than the 21% federal statutory rate due to the tax benefits resulting from tax credits, tax-exempt income on investments and loans and income from BOLI.

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Cash and cash equivalents $ 2,498 $ 2,419 $ 79 3.3 %

Securities 7,445 7,165 280 3.9

Investment securities 7,844 7,445 399 5.4

Loans held for sale 515 218 297 136.2

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Total Liabilities and Shareholders’ Equity $ 50,229 $ 48,625 $ 1,604 3.3 %

The increase in both assets and liabilities is primarily due to solid organic loan growth and robust deposit growth.

The increase in both assets and liabilities is primarily due to solid organic loan growth in the current macroeconomic environment and robust deposit growth.

The increase in earning assets was primarily driven by a $0.8 billion, or 2.5%, increase in loans and leases, an increase of $109 million in interest-bearing deposits with banks and an increase in investment securities of $398 million.

Consumer loans increased $1.1 billion, or 8.4%, with a $0.9 billion increase in residential mortgages largely due to the continued successful execution in key markets and our long-standing strategy of serving the purchase market.

Indirect installment loans increased $28 million, or 3.8%, reflecting the auto loan sales that closed in the first and third quarters of 2024, partially offset by new organic growth in the portfolio.

Commercial loans declined $240 million, or 1.1%, primarily in the commercial leases and commercial and industrial loans categories.

The growth in interest-bearing demand deposits of $1.7 billion and non-interest-bearing demand deposits of $153 million more than offset the decline in time deposits of $192 million and savings deposits of $40 million.

The funding mix has remained stable with non-interest-bearing demand deposits comprising 26% of total deposits at both December 31, 2025 and December 31, 2024.

Short-term borrowings increased $761 million, or 60.6% and long-term borrowings decreased $1.1 billion, or 36.9%, primarily reflecting the maturity of $350 million in senior notes in August 2025 and a decrease in FHLB borrowings given our organic deposit growth.

Lending Activity

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and Charleston, South Carolina.

Loans held for sale declined $270 million, or 55.3%, from December 31, 2023 due primarily to the sale of $332 million of indirect auto loans that closed in the first quarter of 2024.

Loans held for sale increased $297 million, or 136.2%, from December 31, 2024, primarily from the transfer of approximately $200 million of performing residential mortgage loans to held for sale in anticipation of a loan sale expected to close in the first quarter of 2026 as part of balance sheet management actions.

Following is a summary of loans and leases:

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Total loans and leases $ 34,777 $ 33,939 $ 838 2.5 %

Total loans and leases increased $1.6 billion, or 5.0%, to $33.9 billion at December 31, 2024, compared to $32.3 billion at December 31, 2023, reflecting an increase in consumer loans of $949.0 million, or 8.0%, and commercial loans and leases increased $667.2 million or 3.3%.

Total loans and leases increased $0.8 billion, or 2.5%, to $34.8 billion at December 31, 2025, compared to $33.9 billion at December 31, 2024, reflecting an increase in consumer loans of $1.1 billion, or 8.4%, while commercial loans and leases decreased slightly by $239.2 million or 1.1% due to higher loan balance attrition from secondary market activity.

Our organic loan growth in 2025 was driven by the continued success of our strategy to grow high-quality loans and deepen customer relationships across our diverse geographic footprint.

As of both December 31, 2024 and 2023, 29.0% of the commercial real estate loans were owner-occupied, while the remaining 71.0% were non-owner-occupied.

As of December 31, 2025, 30.9% of the commercial real estate loans were owner-occupied, while the remaining 69.1% were non-owner-occupied, compared to 29.0% and 71.0%, respectively, as of December 31, 2024.

As of December 31, 2025 and 2024, we had commercial construction loans of $2.3 billion and $2.4 billion, respectively, representing 6.5% and 7.2% of total loans and leases, respectively.

Additionally, as of December 31, 2024 and 2023, we had residential construction loans of $277.0 million and $360.6 million, respectively, representing 0.8% and 1.1% of total loans and leases, respectively.

We strategically decreased our commercial real estate concentration organically over the past two years.

Our commercial real estate portfolio included $8.5 billion of non-owner occupied loans, of which 18.0% represented office loans.

Our top 25 non-owner occupied commercial real estate loans averaged approximately $22 million per exposure with the office component comprised of mid-sized offices primarily located outside of central business districts with 43% of the office portfolio averaging less than $5 million per exposure.

Our top 25 non-owner occupied commercial real estate loans averaged approximately $23 million per exposure with the office component primarily made up of mid-sized offices located outside of central business districts and 42% of the office portfolio averaging less than $5 million per exposure.

Additionally, as of December 31, 2025 and 2024, we had residential construction loans of $287.8 million and $277.0 million, respectively, representing 0.8% for both periods of total loans and leases.

Commercial and industrial loans are 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.

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As of December 31, 2025 and 2024, there were no concentrations of loans relating to any industry in excess of 10% of total loans.

The decrease in indirect installment loans is primarily due to the sale of $431 million of indirect auto loans that closed in the third quarter of 2024.

Additional information relating to originated loans and loans acquired in business combinations is provided in Note 27, “Mergers and Acquisitions” and Note 5, “Loans and Leases” in the Notes to Consolidated Financial Statements, which is included in Item 8 of this Report.

Additional information relating to originated loans and loans acquired in business combinations is provided in Note 5, “Loans and Leases” in the Notes to Consolidated Financial Statements, which is included in Item 8 of this Report.

Following is a summary of the maturity distribution of loan categories with fixed and floating interest rates as of December 31, 2025:

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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.

Non-accrual loans of $159.6 million at December 31, 2024 increased $52.4 million, or 48.9%, compared to December 31, 2023, attributed to a small number of commercial real estate loans, with both periods remaining at relatively low levels.

Non-accrual loans of $105.2 million at December 31, 2025 decreased $54.3 million, or 34.0%, compared to December 31, 2024, attributed to a small number of commercial real estate loans, with both periods remaining at relatively low levels.

Following is a summary of non-performing loans and leases, by class, OREO and non-performing assets:

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For our ACL calculation at December 31, 2025, 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.

(i) the purchase only Housing Price Index, which increases 4.3% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which decreases 0.5% over our R&S forecast period, (iii) S&P Volatility, which decreases 2.2% in 2026 and 7.9% in 2027 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.

While we have not changed our ACL modeling methodology, we continually assess our key macroeconomic variables and their correlation to our historical and expected portfolio performance.

During the quarter ended September 30, 2025, we changed certain macroeconomic variables used for ACL modeling purposes as we believe the new variables better correlate to our historical performance over the economic cycles.

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 5.3% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 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.

Following is a summary of certain data related to the ACL and loans and leases:

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Allowance for credit losses/non-performing loans 417.66 % 264.98 %

The ACL on loans and leases of $439.5 million at December 31, 2025 increased $16.7 million, or 4.0%, from December 31, 2024.

Our ending ACL coverage ratio was 1.26% December 31, 2025 compared to 1.25% at December 31, 2024.

Total provision for credit losses during 2025 was $86.0 million, compared to $79.8 million for the same period in 2024.

The year-over-year increase was driven primarily by loan growth and net charge-offs.

Net charge-offs were $70.5 million, or 0.20%, of total average loans, compared to $62.7 million, or 0.19%, in 2024.

The ACL as a percentage of non-performing loans for the total portfolio increased from 265% as of December 31, 2024 to 418% as of December 31, 2025.

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

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Balance at end of period $ 20.1 $ 21.4 $ 21.5

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 at both December 31, 2024 and December 31, 2023 was 1.25%.

Total provision for credit losses during 2024 was $79.8 million, compared to $71.8 million for the same period in 2023.

The year-over-year increase was driven primarily by loan growth and an increase in substandard commercial real estate loans.

Net charge-offs were $62.7 million, or 0.19%, of total average loans, compared to $67.7 million, or 0.22%, in 2023.

The ACL as a percentage of non-performing loans for the total portfolio decreased from 378% as of December 31, 2023 to 265% remaining at an adequate level as of December 31, 2024.

Following is a summary of the allocation of the ACL and the percentage of loans in each category to total loans:

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Securities, like loans, are subject to interest rate and credit risk.

In addition, by their nature, securities classified as AFS are also subject to fair value risks that could negatively affect the level of liquidity available to us, as well as shareholders’ equity.

In addition, by their nature, securities classified as AFS are also subject to fair value risks that could negatively affect the level of liquidity available to us and shareholders’ equity.

A change in the value of securities HTM could also negatively affect the level of shareholders’ equity if there was a decline in the underlying creditworthiness of the issuers.

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During 2025, debt securities AFS increased by $259.9 million and debt securities HTM increased by $138.4 million from December 31, 2024.

As of December 31, 2024, AFS securities comprised 47% of the total securities portfolio and HTM securities comprised 53% of the total securities portfolio.

As of December 31, 2025, AFS securities comprised 48% of the total securities portfolio and HTM

securities comprised 52% of the total securities portfolio.

As of December 31, 2025 and 2024, we did not hold any trading securities.

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Maturing after five years but within ten years — 6.27

Obligations of U.S.

government-sponsored enterprises:

Maturing within one year 29 5.01

States of the U.S.

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Agency MBS 784 2.15

Agency collateralized mortgage obligations 714 1.87

Agency CMO 612 1.86

Commercial MBS 1,715 4.25

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government agencies 35 53 (18) (34.0)

government-sponsored enterprises 302 227 75 33.0

GSE 266 302 (36) (11.9)

Residential MBS:

Agency MBS 801 714 87 12.2

Agency collateralized mortgage obligations 796 946 (150) (15.9)

Agency CMO 662 796 (134) (16.8)

Commercial MBS 1,595 1,420 175 12.3

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Debt Securities Held to Maturity:

Treasury $ 1 $ — $ 1 n/m

government agencies — 1 (1) (100.0) %

government-sponsored enterprises 29 68 (39) (57.4)

Treasury $ — $ 1 $ (1) (100.0) %

GSE — 29 (29) (100.0)

Residential MBS:

Agency MBS 784 901 (117) (13.0)

Agency collateralized mortgage obligations 714 824 (110) (13.3)

Agency CMO 612 714 (102) (14.3)

Commercial MBS 1,715 1,326 389 29.3

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We completed the sale of $231.4 million of AFS investment securities in November 2024, which resulted in a realized loss (pre-tax) of $34.0 million in the fourth quarter of 2024.

In November 2024, we completed the sale of $231.4 million of AFS investment securities, which resulted in a realized loss (pre-tax) of $34.0 million in the fourth quarter of 2024.

We reinvested proceeds from the sale of those investment securities with an average yield of 1.41% into investment securities yielding 4.78% with a similar duration and convexity profile.

In December 2023, we completed the sale of $648.7 million of AFS investment securities, resulting in a realized loss (pre-tax) of $67.4 million in the fourth quarter of 2023.

We reinvested proceeds from the sale of those investment securities with an average yield of 1.08% into investment securities with yields approximately 350 basis points higher with a similar duration and convexity profile.

For additional information relating to investment activity, see Note 3, “Securities” in the Notes to Consolidated Financial Statements, which is included in Item 8 of this Report.

For additional information relating to investment activity, see Note 3, “Investment Securities” in the Notes to Consolidated Financial Statements, which is included in Item 8 of this Report.

Our primary source of funds is deposits.

Our diversified and granular deposit base are provided by business, consumer and municipal customers who we serve within our footprint.

Our diversified and granular deposit base is comprised of business, consumer and municipal customers who we serve within our footprint.

Following is a summary of deposits:

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Total deposits $ 38,759 $ 37,107 $ 1,652 4.5 %

Total deposits increased $2.4 billion, or 6.9%, from December 31, 2023, primarily due to organic growth in new and existing customer relationships through our successful deposit initiatives.

Total deposits increased $1.7 billion, or 4.5%, from December 31, 2024, primarily due to organic growth in new and existing customer relationships.

We ended 2025 with approximately 77% of all deposits insured by the FDIC or collateralized.

The mix of non-interest-bearing demand deposits to total deposits equaled 26.3% at December 31, 2024, compared to 29.4% at December 31, 2023 as customers continued to migrate deposits into higher-yielding deposit products.

The mix of non-interest-bearing demand deposits to total deposits equaled 26% at both December 31, 2025 and December 31, 2024.

Following is a summary of estimated insured and uninsured time deposits in excess of the FDIC insurance limit by remaining maturity at December 31, 2025:

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Borrowings with original maturities of one year or less are classified as short-term.

Short-term borrowings, made up of customer repurchase agreements (also referred to as securities sold under repurchase agreements), FHLB advances and subordinated notes, decreased to $1.3 billion at December 31, 2024 from $2.5 billion at December 31, 2023, primarily due to a $1.3 billion decrease in short-term FHLB borrowings.

Following is a summary of selected information relating to short-term FHLB borrowings:

At or for the Year Ended December 31 2024 2023 2022

(dollars in millions)

FHLB Advances (Short-term)

Balance at year-end $ 585 $ 1,900 $ 930

Maximum month-end balance 2,990 2,245 930

Average balance during year 1,451 1,562 933

Weighted average interest rates:

At year-end 4.68 % 5.64 % 2.18 %

During the year 5.24 4.08 2.18

Short-term borrowings, made up of customer repurchase agreements (also referred to as securities sold under repurchase agreements), FHLB advances and subordinated notes, increased to $2.0 billion at December 31, 2025 from $1.3 billion at December 31, 2024, primarily due to a $470.0 million increase in short-term FHLB borrowings.

For additional information relating to deposits and short-term borrowings, see Note 12, “Deposits” and Note 13, “Short-Term Borrowings” in the Notes to Consolidated Financial Statements, which is included in Item 8 of this Report.

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We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.

Pursuant to and in compliance with applicable SEC laws, rules and regulations, we may, from time to time, issue and sell in one or more offerings any combination of common stock, preferred stock, debt securities, depositary shares, warrants, stock purchase contracts or units.

purchase contracts or units.

On December 11, 2024, we completed a registered 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.

Since inception of our $300 million stock repurchase program starting in 2022, we repurchased 14.4 million shares at a weighted average share price of $11.43 for $164.3 million under this repurchase program, with $135.7 million remaining for repurchase.

These proceeds were used for general corporate purposes, which included investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness.

On August 25, 2025, $350 million in senior debt that was issued in August 2022 matured.

Since inception of our $300 million stock purchase program, we repurchased $214.2 million, or 17.7 million shares, at a weighted average share price of $12.09, with $85.8 million remaining for repurchase under this program.

During 2025, we repurchased 3.3 million shares at a weighted average share price of $14.92 for $49.9 million.

Any repurchases will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions.

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There is no guarantee as to the exact number of shares that will be repurchased and we may discontinue purchases at any time.

The Inflation Reduction Act of 2022 includes a 1% excise tax on stock repurchases.

On February 15, 2024, we redeemed all our 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, in the amount of $111 million.

The Inflation Reduction Act of 2022 requires a 1% excise tax on stock repurchases.

In 2024, we redeemed all our 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock in the amount of $111 million.

The preferred stock is no longer outstanding and dividends will no longer accrue on such securities.

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The parent company’s funding requirements primarily consist of shareholder dividends, debt service, income taxes, operating expenses, funding of non-bank subsidiaries, and stock repurchases.

The parent company’s funding sources primarily consist of dividends and interest received from the Bank and other direct subsidiaries, net taxes collected from subsidiaries included in the consolidated tax returns, fees for services provided to subsidiaries and the issuance of debt instruments.

The dividends received from the Bank and other direct subsidiaries may be impacted by the parent’s or its subsidiaries’ capital and liquidity needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors.

The parent company’s funding sources primarily consist of dividends and interest received from FNBPA and other direct subsidiaries, net taxes collected from subsidiaries included in the consolidated tax returns, fees for services provided to subsidiaries and the issuance of debt instruments.

The dividends received from FNBPA and other direct subsidiaries may be impacted by the parent’s or its subsidiaries’ capital and liquidity needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors.

In addition, through one of our subsidiaries, we regularly issue subordinated notes, which are guaranteed by FNB.

Management utilizes various strategies to ensure sufficient cash on hand is available to meet the parent company's funding needs.

During the fourth quarter of 2024, we successfully completed an offering of fixed / floating rate senior notes maturing in December 2030 for $496.7 million in net proceeds.

Significant funding source for the parent company include dividends from subsidiaries, other operating income and access to the capital markets.

During the fourth quarter of 2024, we successfully completed an offering of fixed to floating rate senior notes maturing in December 2030 for $496.7 million in net proceeds.

The issuance was met with strong investor interest and was priced with a coupon of 5.722%, a spread of 165 basis points above the yield of a comparable term Treasury Note.

We have historically been

opportunistic when accessing the capital markets, and we expect to continue with that strategy.

The parent company's cash position at December 31, 2024 was $803.4 million, increasing $428.0 million from December 31, 2023.

In February 2024, we redeemed all $111 million of our Series E, 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock.

The Board of Directors declared the redemption of the preferred stock given its higher relative cost of capital, a 3-month SOFR + 4.60%, and our strong capital position.

Our regulatory CET1 ratio and Total Capital ratios were 10.6% and 12.4%, respectively, at December 31, 2024 with the Total Capital ratio reflecting the completed preferred stock redemption.

This issuance contributed to the parent company cash position of $803.4 million at December 31, 2024.

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.

During the third quarter of 2025, $350.0 million in senior debt that was issued in August 2022 matured.

On October 1, 2025 $100.0 million of subordinated debt that was issued in 2015 matured.

Further, we repurchased $49.9 million, or 3.3 million shares, of FNB stock at an average cost of $14.92.

The parent company's cash position at December 31, 2025 was $288.4 million.

We have historically been opportunistic when accessing the capital markets, and we expect to continue with that strategy.

Two metrics that are used to gauge the adequacy of the parent company’s cash position are the LCR and MCH.

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Parent company cash on hand (millions) $ 288.4 $ 803.4 n/a

As previously mentioned, our parent company cash on hand increased materially due to the issuance of senior debt during the fourth quarter of 2024, which was partially offset by the preferred stock redemption.

The decrease in the LCR at December 31, 2024 is due to the scheduled maturity of $350 million in senior debt due in August 2025 and $100 million of subordinated debt scheduled to mature in October 2025, which are considered cash outflows for the ratio calculations.

The MCH increased from December 31, 2023 primarily due to the larger cash balance on hand.

The projected LCR and MCH after the maturity of the senior and subordinated debt in 2025 would be 2.7 times and 18.7 months, respectively.

The LCR at December 31, 2025 improved because the 2024 ratio includes the previously mentioned $475.0 million of debt that matured or was redeemed in 2025 which are considered cash outflows for the ratio calculations.

In 2026, there are no scheduled debt maturities, a positive for the ratio.

Similarly, the MCH increased from December 31, 2024.

Management has concluded that our cash levels remain appropriate given the current market environment.

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Bank-level liquidity sources from assets include payments from loans and investments, as well as the ability to securitize, pledge or sell loans, investment securities and other assets.

Liquidity sources from liabilities are generated primarily through the banking offices of FNBPA in the form of deposits and customer repurchase agreements.

The Bank also has access to reliable and cost-effective wholesale sources of liquidity.

Liquidity sources from liabilities are generated primarily through the

banking offices of FNBPA in the form of deposits and customer repurchase agreements.

FNBPA also has access to reliable and cost-effective wholesale sources of liquidity.

Short- and long-term funds are available for use to help fund normal business operations, and unused credit availability can be utilized to serve as contingency funding if faced with a liquidity crisis.

Over time, our liquidity position has been positively impacted by FNBPA's ability to generate growth in relationship-based accounts.

Over time, our liquidity position has been positively impacted by FNBPA's ability to generate growth in relationship-based deposit accounts.

Organic growth in low-cost transaction deposits has been complemented by management’s continued strategy of deposit gathering efforts focused on attracting new customer relationships across our geographic footprint and deepening relationships with existing customers, in part through internal lead generation efforts leveraging our data analytics capabilities.

These strategies helped management successfully grow total deposits by $2.4 billion, or 6.9%, when compared to December 31, 2023.

Interest-bearing demand deposits and time deposits increased $1.9 billion and $1.3 billion, respectively, when compared to December 31, 2023 through these efforts.

Non-interest-bearing demand deposits decreased $461.3 million and savings account balances declined $286.7 million compared to December 31, 2023 as customers continue to migrate deposits into higher-yielding deposit products.

The mix of non-interest-bearing demand deposits to total deposits remained consistent with the prior quarter at 26%.

The liquidity position of FNBPA was further strengthened by the sale of $431 million of indirect auto loans in the third quarter of 2024.

Our loan to deposit ratio declined from 93.1% at December 31, 2023 to 91.5% at December 31, 2024 as a result of the strong deposit growth and the sale of the indirect auto loans.

At December 31, 2024, approximately 77% of our deposits were insured by the FDIC or collateralized, stable with December 31, 2023.

These successful strategies resulted in total deposit growth of $1.7 billion, or 4.5%, compared to December 31, 2024, with interest-bearing demand deposits and non-interest-bearing demand deposits increasing $1.7 billion and $153.0 million, respectively.

Savings account balances and time deposits declined $39.8 million and $191.8 million, respectively, at December 31, 2025, compared to December 31, 2024.

The mix of non-interest-bearing demand deposits to total deposits remained stable with both the prior quarter and prior year at 26%.

Our loan to deposit ratio stood at 89.7% at December 31, 2025, compared to 91.5% at December 31, 2024.

At December 31, 2025, approximately 77% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2024 levels.

Our cash balances held at the FRB were $2.1 billion at December 31, 2025 and $2.0 billion at December 31, 2024.

Management will continue to evaluate appropriate levels of liquidity based on expected loan and deposit growth and other balance sheet activity.

The following table presents certain information relating to FNBPA’s credit availability and salable unpledged securities:

Management will continue to evaluate appropriate levels of liquidity based on expected loan and deposit growth, other balance sheet activity and the current market environment.

The following table presents certain information relating to FNBPA’s credit availability and salable unpledged investment securities:

December 31 2025 2024

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Cash and salable unpledged government and agency securities as a % of FNBPA assets 6.5 % 6.0 %

Our bank-level liquidity position has remained strong throughout 2024.

The strong deposit generation noted earlier provided management the flexibility to reduce short- and long-term borrowings by a combined $209 million.

Uninsured Deposit Coverage Ratio 139.1 % 124.1 %

Our bank-level liquidity position remains strong.

Our contingency funding policy and periodic liquidity stress testing of multiple stress scenarios is particularly valuable as we successfully manage our liquidity.

We continue to have ample unused borrowing capacity that could cover 1.57 times the uninsured deposit and non-collateralized deposit balances as of December 31, 2024.

The previously mentioned strong deposit growth was partially responsible for a $1.8 billion increase in contingency funding availability, which resulted in the improvement in this ratio.

A portion of this capacity includes capacity at the FRB's Discount Window.

A portion of our available borrowing capacity includes capacity at the FRB's Discount Window.

Through various actions, management increased availability from this source by $1.4 billion.

We have no borrowings under this facility.

Additional sources of unused wholesale credit availability for FNBPA include the ability to borrow from the FHLB, correspondent bank lines, and access to other funding channels.

In addition to credit availability, FNBPA also has salable unpledged government and agency securities that could be utilized to meet funding needs and has excess cash to meet its pledging requirements.

At December 31, 2024, FNBPA has $2.9 billion, an increase of $1.2 billion from December 31, 2023, of cash and salable unpledged government and agency securities representing 6.0% of total assets.

In addition to credit availability, FNBPA also has excess cash and salable unpledged government and agency securities that could be utilized to meet funding needs.

At December 31, 2025, FNBPA has $3.3 billion of cash and salable unpledged government and agency securities representing 6.5% of total assets, compared to $2.9 billion and 6.0% at December 31, 2024.

This compares to a policy minimum of 3.0%.

The Uninsured Deposit Coverage Ratio is designed to determine the amount of funding sources available to cover uninsured deposit outflows.

This ratio has improved from December 31, 2024 due to various actions undertaken by management, including expanding borrowing capacity at the FHLB and FRB.

Another metric for measuring liquidity risk is the liquidity gap analysis.

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The twelve-month cumulative gap to total assets ratio was (2.2)% as of December 31, 2025, compared to (5.0)% as of December 31, 2024.

The change in the twelve-month cumulative gap to total assets was primarily related to management's shorter-term time deposit offerings that effectively reduced the average maturity of new time deposits, which reduced our asset

In addition, the ALCO regularly monitors various liquidity ratios, stress scenarios of our liquidity position and assumptions considering market disruptions, lending demand, deposit behavior, and funding availability.

The improvement in the twelve-month cumulative gap to total assets was primarily related to higher prepayment estimates, increased investment securities maturities and increased loans held for sale.

ALCO regularly monitors various liquidity ratios, stress scenarios of our liquidity position and assumptions considering market disruptions, lending demand, deposit behavior, and funding availability.

The stress scenarios forecast that adequate funding will be available even under severe conditions.

Management believes we have sufficient liquidity available to meet our normal operating and contingency funding cash needs.

Management believes we have sufficient liquidity available to meet our normal operating and contingency funding cash needs for the next twelve months and thereafter for the foreseeable future.

Market risk refers to potential losses arising predominately from changes in interest rates, foreign exchange rates, equity prices and commodity prices.

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To succeed in this capacity, we offer an extensive variety of financial products to meet the diverse needs of our customers.

These products sometimes contribute to interest rate risk for us when product groups do not complement one another.

These products sometimes contribute to interest rate risk for us when product groups possess different cash flow characteristics.

For example, depositors may want short-term deposits, while borrowers may desire long-term loans.

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Subject to its ongoing oversight, the Board of Directors has given ALCO the responsibility for market risk management, which involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital.

We use derivative financial instruments for interest rate risk management purposes.

We use derivative financial instruments, among other strategies, for interest rate risk management purposes.

We use an asset/liability model to measure our interest rate risk.

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Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures.

Repricing gap analysis, while useful, has some limitations in measuring interest rate risk.

The positive cumulative gap positions indicate that we have a greater amount of repricing earning assets than repricing interest-bearing liabilities over the subsequent twelve months, thereby creating our current asset sensitive position.

As a result of management's strategies to reduce its asset sensitive position, the twelve-month cumulative repricing gap to total assets was 3.2% as of December 31, 2025, down from 4.5% at December 31, 2024.

Specific pricing actions included an emphasis on originating shorter-term time deposits so more interest bearing liabilities will mature in less than 12 months, hence reducing the repricing gap differential.

In addition, management actions included the use of interest rate swaps.

Specific pricing actions included an emphasis on originating shorter-term time deposits and borrowings so more interest-bearing liabilities will mature in less than 12 months, hence reducing the repricing gap differential.

In addition to the repricing gap analysis above, we model rate scenarios which move all rates gradually over twelve months (Rate Ramps).

We also model rate scenarios which move all rates in an immediate and parallel fashion (Rate Shocks) and model scenarios that gradually change the shape of the yield curve.

Using a static Balance Sheet structure and utilizing net interest income simulations, the following table presents an analysis of the potential sensitivity of our net interest income to changes in interest rates using Rate Ramps and the sensitivity of EVE using Rate Shocks.

The variance percentages represent the change between the net interest income and EVE calculated under the particular rate scenario compared to the net interest income and EVE that was calculated assuming market rates as of December 31, 2025.

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– 200 basis points (1.9) (3.1) (10.0)

Net interest income change over 12 months (Rate Shocks):

+ 200 basis points 2.5 3.9 (10.0)

+ 100 basis points 1.4 2.0 (10.0)

- 100 basis points (1.8) (2.2) (10.0)

- 200 basis points (4.2) (4.6) (10.0)

Economic value of equity (Rate Shocks):

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There are multiple factors that influence our interest rate risk position and impact on net interest income, including external factors such as the shape of the yield curve, the competitive landscape and expectations regarding future interest rates, as well as internal factors regarding product offerings, product mix and pricing and re-pricing of loans and deposits.

Our current interest rate risk position is modestly asset sensitive.

Our current interest rate risk position is slightly asset sensitive.

A key driver of this position resulted from the origination of consumer and commercial loans with short-term repricing characteristics, some of which have been swapped to a fixed rate.

Total variable and adjustable-rate loans were 63.4% and 62.9% of total net loans and leases at December 31, 2025 and December 31, 2024, respectively.

Forty-seven percent of our net loans and leases reprice within the next three months and are indexed to short-term SOFR, Prime and other indices.

Forty-six percent of our net loans and leases reprice within the next three months and are indexed to short-term SOFR, Prime and other indices.

Furthermore, we regularly sell long-term fixed-rate residential mortgages in the secondary market.

Management continues to be proactive in managing our interest rate risk (IRR) position with the intention to manage to a more neutral position given the current market expectations for lower short-term interest rates.

During 2024, management adjusted the IRR position by slightly extending the duration of the investment securities portfolio, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, strategically meeting our customers' preferences for higher yielding deposit products, with shorter-term time deposits, utilizing borrowings with variable rates and varying maturities and executing receive-fixed interest rate swaps to hedge adjustable rate loans.

As a result, the net interest income change over 12 months shown above in both the up and down rate ramp scenarios is closer to neutral compared to December 31, 2023.

Management continues to be proactive in managing our interest rate risk (IRR) position with the intention to maintain exposures near the current neutral levels.

During 2025, management adjusted the IRR position by purchasing investment securities with an average duration of 4.1 years, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, strategically meeting our customers' preferences for deposit products with shorter-term time deposits and maintaining borrowings with variable rates and varying maturities.

As a result, the net interest income percentage change over 12 months shown above in both the up and down rate ramp scenarios is, as intended, closer to neutral when compared to December 31, 2024.

We also utilize derivatives to manage the IRR position.

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The volume, maturity and mix of derivative positions change periodically as we adjust our broader interest rate risk management objectives, and the balance sheet positions to be hedged.

During the fourth quarter of 2024, we executed

receive-fixed interest rate swaps designated as cash flow hedges for variable rate commercial loans for $1.0 billion (notional) at an average rate of 3.9% and average maturity of 42.3 months.

At December 31, 2024, we have a total of $2.2 billion (notional) of these cash flow hedges at an average rate of 2.5% and average maturity of 23.9 months with the last hedge scheduled to expire in January 2029, with $1.0 billion (notional) of this total maturing in 2025 at an average rate of 0.9%.

Additionally, we have a $200.0 million (notional) interest rate collar on variable rate commercial loans with strike rates between 2.8525% and 5.50% that matures in April 2026.

Derivative financial instruments are also offered to enable commercial customers to meet their financing and investing objectives and for their risk management purposes.

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For additional information regarding interest rate swaps, see Note 15, "Derivative Instruments and Hedging Activities" in the Notes to Consolidated Financial Statements in this Report.

In addition to the rate ramp scenarios for net interest income changes shown above, we also model immediate interest rate shock scenarios.

These results use historical long-term deposit rate beta assumptions that are regularly analyzed and adjusted as necessary for both rising and falling rate scenarios.

Assuming a static Balance Sheet, a +100 basis point Rate Shock increases net interest income (12 months) by 2.0% at December 31, 2024 and 3.4% at December 31, 2023.

For a +200 basis point Rate Shock, net interest income (12 months) increases by 3.9% at December 31, 2024 and 6.7% at December 31, 2023.

The metrics for a minus 200 basis point Rate Shock are (4.6)% and (7.7)% at December 31, 2024 and December 31, 2023, respectively, and for a minus 100 basis point Rate Shock are (2.2)% and (3.6)% at December 31, 2024 and December 31, 2023, respectively.

In addition to the cash flow hedges, the primary drivers of the change in net interest income in the rate shock scenarios include the mix shift of deposit products into shorter-term time deposits, the pace of deposit repricing and assumed betas and loan prepayments.

These results reflect a more neutral net interest income change over 12 months in both the up and down rate shock scenarios compared to December 31, 2023, consistent with the rate ramp results.

We recognize that all asset/liability models have some inherent shortcomings.

Asset/liability models require certain assumptions to be made, such as prepayment rates on interest-earning assets and repricing impact on non-maturity deposits, which may differ from actual experience.

These business assumptions are based upon our experience, business plans, economic and market trends and available industry data.

These business assumptions are based upon our experience, business plans, economic

and market trends and available industry data.

While management believes that its methodology for developing such assumptions is reasonable, there can be no assurance that modeled results will be achieved.

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Credit rating downgrades or negative watch warnings could negatively impact our reputation with lenders, investors and other third parties, which could also impair our ability to compete in certain markets or engage in certain transactions.

In particular, holders of deposits which exceed FDIC insurance limits may perceive such a downgrade or warning negatively and withdraw all or a portion of such deposits.

The following table presents the credit ratings for FNB and FNBPA as of December 31, 2025:

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n/a - not applicable

* Moody's affirmed its ratings and changed the outlook from negative to stable on February 12, 2026.

RISK MANAGEMENT

As a financial institution, we take on a certain amount of risk in every business decision, transaction and activity.

Accordingly, we have designed an Enterprise Risk Management Framework and risk management practices to identify, assess, monitor and report the material risks known throughout the organization in pursuit of our business strategies.

Our Board of Directors and senior management have identified seven major categories of risk:

credit risk, market risk, liquidity risk, operational risk, compliance risk, reputation risk and strategic risk.

In its oversight role of our risk management function, the Board of Directors focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks to optimize total shareholder value, while balancing prudent business and safety and soundness considerations.

We support our risk management processes and business oversight through three lines of defense and a governance structure at the Board of Directors and management levels.

The lines of defense model consists of:

• First Line of Defense - consists of our businesses and enterprise support areas that engage in risk-taking activities and are principally responsible for owning and managing the day-to-day operational activities in accordance with the risk frameworks.

• Second Line of Defense - consists of the Risk Management Department responsible for developing risk frameworks and identifying, assessing, overseeing and controlling enterprise aggregate risks independent from the First Line of Defense.

• Third Line of Defense - is Internal Audit and develops and executes a risk-based audit plan to provide assurance on the compliance and effectiveness of controls and risk management practices throughout the organization independent from the First and Second Lines of Defense.

Accordingly, we have designed an ERM Framework and risk management practices to identify, assess, monitor and report the material risks known throughout the organization in pursuit of our business strategies.

Our Board of Directors and senior management have identified six major categories of risk:

credit risk, market risk, liquidity risk, operational risk, compliance risk and strategic risk.

Reputation risk is considered across all six major risk categories as a consequential risk.

In its oversight role of our risk management function, the Board of Directors focuses on the strategies, analyses and conclusions of management relating to

identifying, understanding and managing risks to optimize total shareholder value, while balancing prudent business and safety and soundness considerations to safeguard our reputation.

We support our risk management processes and business oversight through a three lines model and a governance structure at the Board of Directors and management levels.

The three lines model consists of:

• First Line - consists of our businesses and enterprise support areas that engage in risk-taking activities and are principally responsible for owning and managing the day-to-day operational activities in accordance with the risk frameworks.

• Second Line - consists of the Risk Management Department responsible for developing risk frameworks and identifying, assessing, overseeing and controlling enterprise aggregate risks independent from the First Line.

• Third Line - consists of the Internal Audit Department, responsible for developing and executing a risk-based audit plan to provide assurance on the compliance and effectiveness of controls and risk management practices throughout the organization independent from the First and Second Lines.

Our Board of Directors is responsible for the oversight of management on behalf of our shareholders.

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• Executive Committee - joint session of the FNB and FNBPA Board of Directors to cover special matters, as deemed necessary, in between regularly scheduled board meetings.

• Risk Committee - provides oversight and approves the enterprise-wide Risk Governance Framework (ERM Framework) including the review and approval of risk management policies and practices to identify, assess, monitor and report material risks.

• Credit Fair Lending and CRA Committee - responsible for providing oversight of credit and lending strategies and objectives.

The Risk Committee serves as the primary point of contact between our Board of Directors and the Risk Management Council (RMC), which is the senior management level committee responsible for identifying, assessing, monitoring and reporting on enterprise-wide risks.

The Risk Committee and RMC are supported by other risk management committees, including Credit Risk Committees, Operational Risk Committee, Compliance Risk Committee and ALCO.

Risk appetite is an integral element of our enterprise risk management framework and of our business and capital planning processes through our Board Risk Committee and Risk Management Council.

We use our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk capacity and appetite constraints from both financial and non-financial risks.

• Risk Committee - provides oversight and approves the ERM Framework including the review and approval of risk management policies and practices to identify, assess, monitor and report material risks.

• Credit Risk, Fair Lending and CRA Committee - responsible for providing oversight of credit and lending risk management strategies and objectives of FNB and FNBPA, providing oversight of FNBPA's CRA program, policy and practices, and performing reviews of fair lending strategies, analysis and results to assist with its credit oversight responsibilities.

The Board Risk Committee serves as the primary point of contact between our Board of Directors and the Risk Management Council (RMC), which is the senior management level committee responsible for identifying, assessing, monitoring and reporting on material enterprise-wide risks.

The Risk Committee and RMC are supported by other risk management committees, including Credit Risk Committees, the Operational Risk Committee, the Compliance Risk Committee and the ALCO.

Risk appetite is an integral element of our ERM Framework and of our business and capital planning processes through our Board Risk Committee and RMC.

We use our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk appetite constraints from both financial and non-financial risks.

The Board of Directors adopted an enterprise risk appetite that defines acceptable risk limits under which we seek to operate in pursuit of optimizing returns.

1 unchanged sentence

Our top-down risk appetite process serves as a limit for undue risk-taking for bottom-up planning from our various business functions.

Our Board Risk Committee, in collaboration with our Risk Management Council, approves our risk appetite on an annual basis, or more frequently, as needed to reflect changes in the risk, regulatory, economic and strategic plan environments, with the goal of ensuring that our strategic plans and business operations remain consistent with our risk appetite given the current regulatory environment and shareholders' expectations.

Our Enterprise Risk Management Framework provides the practices to identify, assess, control and monitor and report on risk across the organization.

Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, and our aggregate risk profile, are regularly presented to our various management level risk oversight and planning committees and periodically reported up through our Board Risk Committee.

We continue to assess our risk management practices on an ongoing basis and are making investments as necessary to position ourselves for continued growth and heightened regulatory risk management expectations for large banking institutions with average total consolidated assets of $50 billion or more.

Our Board Risk Committee, in collaboration with our RMC, approves our risk appetite on an annual basis, or more frequently, as needed to reflect changes in the risk, regulatory, economic and strategic plan environments, with the goal of ensuring that our strategic plans and business operations remain consistent with our risk appetite given the current economic and regulatory environments, as well as shareholders' expectations.

Our ERM Framework provides the standards by which we will identify, assess, control, monitor and report on material risks across the organization.

Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, and our

aggregate risk profile, are regularly presented to our various management level risk oversight committees and periodically reported up through our Board Risk Committee.

We continue to assess our risk management practices on an ongoing basis and are making investments as necessary to position ourselves for continued growth through sound risk management practices.

The Board of Directors believes that our enterprise-wide risk management process is effective and enables the Board of Directors to:

• assess the quality of the information they receive;

• understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations, and the risks that FNB faces;

• oversee and assess how senior management evaluates risk;

• understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations, and the material risks that FNB faces;

• oversee and assess how senior management evaluates material risk;

• assess appropriately the quality of our enterprise-wide risk management processes.

6 unchanged sentences

Preferred dividend at redemption — 3,995 —

FNB Foundation contribution 20,000 — —

Tax benefit of FNB Foundation contribution (4,200) — —

Merger-related expense — — 2,215

Tax benefit of merger-related expense — — (465)

Provision expense related to acquisitions — — 28,515

Tax benefit of provision expense related to acquisitions — — (5,988)

Branch consolidation costs — 1,194 —

1 unchanged sentence

FDIC special assessment (5,647) 5,212 29,938

Tax benefit of FDIC special assessment (1,095) (6,287) —

Tax expense (benefit) of FDIC special assessment 1,186 (1,095) (6,287)

Realized loss on investment securities restructuring — 33,980 67,354

6 unchanged sentences

The table above shows how operating net income available to common shareholders (non-GAAP) is derived from amounts reported in our financial statements.

We believe certain charges such as preferred dividend at redemption, merger expenses, FDIC special assessment, realized loss on investment securities restructuring, software impairment, loss related to indirect auto loan sales, initial provision for non-PCD loans acquired and branch consolidation costs are not organic costs to run our operations and facilities.

We believe certain charges such as those presented above are not organic costs to run our operations and facilities.

These costs are specific to each individual transaction and may vary significantly based on the size and complexity of the transaction.

3 unchanged sentences

Preferred dividend at redemption — 0.01 —

FNB Foundation contribution 0.06 — —

Tax benefit of FNB Foundation contribution (0.01) — —

Merger-related expense — — 0.01

Tax benefit of merger-related expense — — —

Provision expense related to acquisitions — — 0.08

Tax benefit of provision expense related to acquisitions — — (0.02)

Branch consolidation costs — — —

1 unchanged sentence

FDIC special assessment (0.02) 0.01 0.08

Tax benefit of FDIC special assessment — (0.02) —

Tax expense (benefit) of FDIC special assessment — — (0.02)

Realized loss on investment securities restructuring — 0.09 0.19

18 unchanged sentences

(1) Excludes loan servicing rights.

Operating return on average tangible common equity

(dollars in thousands) 2024 2023 2022

Operating net income available to common shareholders $ 505,227 $ 568,604 $ 494,893

Amortization of intangibles, net of tax 13,821 15,892 10,956

Tangible operating net income available to common shareholders (non-GAAP) $ 519,048 $ 584,496 $ 505,849

Average total shareholders' equity $ 6,132,346 $ 5,851,082 $ 5,475,843

Average preferred shareholders' equity (13,141) (106,882) (106,882)

Average intangible assets (1)

(2,537,778) (2,556,119) (2,481,533)

Average tangible common equity (non-GAAP) $ 3,581,427 $ 3,188,081 $ 2,887,428

Operating return on average tangible common equity (non-GAAP) 14.49 % 18.33 % 17.52 %

(1) Excludes loan servicing rights.

Return on average tangible assets

14 unchanged sentences

Total shareholders’ equity $ 6,758,572 $ 6,301,650

Preferred shareholders’ equity — (106,882)

Intangible assets (1)

8 unchanged sentences

Total shareholders' equity $ 6,758,572 $ 6,301,650

Preferred shareholders' equity — (106,882)

Intangible assets (1)

9 unchanged sentences

Year Ended December 31 2025 2024 2023

(dollars in thousands)

(in thousands)

Non-interest income $ 369,292 $ 316,395 $ 254,332

3 unchanged sentences

Year Ended December 31 2025 2024 2023

(dollars in thousands)

(in thousands)

Non-interest expense $ 1,009,740 $ 961,339 $ 915,436

Branch consolidations (1,194) —

FNB Foundation contribution (20,000) — —

Branch consolidation costs — (1,194) —

Merger-related — — (2,215)

3 unchanged sentences

Operating non-interest expense (non-GAAP) $ 995,387 $ 942,274 $ 866,596

Key Performance Indicator s

Efficiency ratio

4 unchanged sentences

OREO expense (1,334) (996) (1,515)

FNB Foundation contribution (20,000) — —

Merger-related expense — — (2,215)

14 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis