What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-27 · 282 added, 336 removed, 2303 unchanged (21% of the section changed)

43 unchanged sentences

Allowance for Credit Losses (ACL)

Description of the Matter At December 31, 2024, the Company’s net loan and lease portfolio was $33.9 billion with an associated ACL of $422.8 million.

Description of the Matter At December 31, 2025, the Company’s net loan and lease portfolio was $34.3 billion including an associated ACL of $439 million.

As discussed in Note 1 to the consolidated financial statements, the ACL is based on management’s evaluation of the current estimate of lifetime credit losses at the balance sheet date.

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and qualitative reserves.

The qualitative reserve captures the following factors, among others:

regulatory, legal and technological environments;

forecast uncertainty;

and events such as natural disasters.

The qualitative factors are necessary for management to capture risks not addressed by the quantitative models or reflected in the data used by the quantitative models.

The qualitative reserves are intended to address the risks not captured in the quantitative reserves and include the following factors, among others:

model imprecision and forecast uncertainty, concentration risk, the impact of changes in the regulatory, legal, competitive and technological environments, the effects of recent events such as natural disasters and the impact of internal processes used to underwrite, service and monitor borrowers.

The qualitative reserves are necessary for management to capture risks not addressed by the quantitative models or reflected in the data used by the quantitative models.

In many cases, qualitative factors are intended to capture the Company’s expert credit judgment and as such are especially challenging to audit.

How We Addressed the Matter in Our Audit We evaluated the design and tested the operating effectiveness of the Company’s controls over the ACL process, which include, among others, management’s review and approval controls designed to assess the need for and level of qualitative factor adjustments to the ACL and the support for management’s assessment.

To test the qualitative factor adjustments, we evaluated the appropriateness of management’s methodology and assessed the basis for the adjustments and whether all relevant risks were reflected in the ACL.

With the help of our specialists, we evaluated the conceptual soundness of the models used to develop the allowance for credit losses, including the appropriateness of the qualitative framework.

Regarding the measurement of the qualitative factors, we evaluated the relevance and reliability of the internal and external data used to inform management’s estimate, considered the existence of new or contrary information and evaluated the consistency of management’s application of their qualitative framework.

We evaluated the overall ACL, inclusive of the qualitative factor adjustments, and whether the amount appropriately reflects a reasonable estimate of lifetime losses by comparing the overall ACL to historical losses, peer data and other relevant information.

To test the qualitative reserves in the context of the overall allowance for credit losses, we evaluated the appropriateness of management’s methodology, we assessed the basis for the qualitative reserves and we determined whether the risks captured in the qualitative reserves were consistent with the requirements of the CECL model.

With the help of our specialists, we evaluated the conceptual soundness of the models used to develop the allowance for credit losses, including the appropriateness of the framework used to develop the qualitative reserves.

Regarding the measurement of the qualitative reserves, we evaluated the consistency of management’s application of their framework, considered the existence of new or contrary information and assessed the support for certain adjustments, considering the relevance and reliability of the internal and external data used to inform those adjustments.

We evaluated the overall ACL, inclusive of the qualitative reserves, and whether the amount appropriately reflects a reasonable estimate of lifetime losses by comparing the overall ACL to historical losses, peer data and other relevant information.

/s/ Ernst & Young LLP

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Shareholders’ Equity

Preferred stock

Issued – 0 and 110,877 shares - $ 0.01 par value

Common stock - $ 0.01 par value

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

See Note 25 .

See accompanying Notes to Consolidated Financial Statements

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Loans and leases, including fees $ 1,996 $ 1,985 $ 1,754

Investment Securities:

Taxable 232 196 150

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FDIC insurance 28 41 61

Bank shares and franchise taxes 14 14 14

Bank shares tax 13 14 14

Other 125 108 116

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(In millions)

Year Ended December 31

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Other comprehensive income (loss):

Securities available for sale:

Debt securities available for sale:

Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 21 , $ 4 and $ 16

14 57 ( 277 )

Reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $ 0 , $( 7 ) and $( 15 )

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Issuance of common stock — ( 22 ) ( 4 ) 16 ( 10 )

Issuance of common stock – acquisitions 1 569 570

Repurchase of common stock ( 36 ) ( 36 )

9 unchanged sentences

( 175 ) ( 175 )

Redemption of preferred stock ( 107 ) ( 4 ) ( 111 )

Issuance of common stock — ( 14 ) — 10 ( 4 )

1 unchanged sentence

Restricted stock compensation 17 17

Adoption of new accounting standards ( 1 ) ( 1 )

Balance at December 31, 2024

1 unchanged sentence

Comprehensive income (loss) 565 106 671

Dividends declared:

Preferred stock:

$ 18.13 /share

Common stock:

$ 0.48 /share

Dividends declared on common stock - $ 0.48 /share

( 174 ) ( 174 )

Redemption of preferred stock ( 107 ) ( 4 ) ( 111 )

Issuance of common stock — ( 17 ) — 10 ( 7 )

1 unchanged sentence

Restricted stock compensation 17 17

Adoption of new accounting standard ( 1 ) ( 1 )

Balance at December 31, 2025 $ — $ 4 $ 4,695 $ 2,343 $ ( 63 ) $ ( 220 ) $ 6,759

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(In millions)

Year Ended December 31

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Increase in premises and equipment ( 106 ) ( 139 ) ( 88 )

Net cash received (paid) in business acquisitions — — 188

Net proceeds from sales of portfolio loans 10 799 —

Other ( 2 ) — —

Net cash flows provided by (used in) investing activities ( 1,487 ) ( 1,703 ) ( 2,261 )

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We provide a full range of commercial banking, consumer banking, and wealth management solutions through our subsidiary network which is led by our largest affiliate, FNBPA, founded in 1864.

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

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

Consumer banking provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

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Our accompanying Consolidated Financial Statements and these Notes to Consolidated Financial Statements include subsidiaries in which we have a controlling financial interest.

We own and operate FNBPA, FNTC, First National Investment Services Company, LLC, FNBIA, FNIA, Bank Capital Services, LLC, F.N.B.

Capital Corporation, LLC and Waubank Securities, LLC, and include results for each of these entities in the accompanying Consolidated Financial Statements.

We own and operate FNBPA, FNTC, First National Investment Services Company, LLC, FNIA, Bank Capital Services, LLC, F.N.B.

Capital Corporation, LLC and FNB America Securities LLC, and include results for each of these entities in the accompanying Consolidated Financial Statements.

Companies in which we hold a controlling financial interest, or are a VIE, in which we have the power to direct the activities of an entity that most significantly impact the entity’s economic performance and have an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE, are consolidated.

For a voting interest entity, a controlling financial interest is generally where we hold more than 50% of the outstanding voting shares.

VIEs in which we do not hold the power to direct the activities of the entity that most significantly impact the entity’s economic performance or an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE are not consolidated.

VIEs in which we do not hold the power to direct the activities of the entity that most significantly impact the entity’s economic performance and an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE are not consolidated.

Investments in companies that are not consolidated are accounted for using the equity method when we have the ability to exert significant influence.

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Adoption of New Accounting Standards

Reference Rate Reform.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform:

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), as amended, which provides optional guidance for a limited period of time to ease the potential burden in accounting for changes in financial reporting brought about by RRR for affected contractual modifications of floating rate financial instruments indexed to interbank offering rates and hedge accounting relationships.

The expedients, exceptions and elections provided by RRR are permitted to be adopted any time through December 31, 2024 and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for certain optional expedients elected for certain hedging relationships existing as of December 31, 2024.

In general, RRR provides, when certain criteria are met, optional expedients and exceptions regarding the accounting for contract modifications, hedging relationships and other transactions affected by RRR.

It also allows for a one-time transfer or sale of qualifying HTM securities.

We adopted RRR on October 1, 2020, and the guidance was followed until the Update terminated on December 31, 2024.

The adoption did not have a material impact on our consolidated financial position or results of operations.

Accounting for Investments in Tax Credit Structures.

Effective January 1, 2024, we adopted the provision of ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which permits reporting entities to make an accounting policy election to account for tax equity investments using the proportional amortization method if certain conditions are met.

The election is to be made on a tax-credit-program-by-tax-credit-program basis and should be applied consistently to all investments within an elected tax credit program.

Upon the adoption of ASU 2023-02, we elected to apply the proportional amortization method of accounting to our qualifying historic and new market tax credit investments.

The proportional amortization method recognizes the amortized cost of the investment as a component of income tax expense on the consolidated statements of income and as a component of operating activities within other assets and other liabilities on the consolidated statements of cash flows.

We historically applied proportional amortization to the majority of our LIHTC investments.

LIHTCs that do not meet the requirements of the proportional amortization method are recognized using the equity method.

See Note 11, "Variable Interest Entities" for additional information.

Improvements to Income Tax Disclosures.

Effective January 1, 2025, we adopted the provisions of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (the Update or ASU), which provided increased income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This ASU has been applied prospectively starting January 1, 2025.

The adoption is limited to disclosure enhancements and did not result in a material impact to our Consolidated Financial Statements.

Purchased Loans .

In November 2025, FASB issued ASU 2025-08, Financial Instruments – Credit Losses (Topic 326):

Purchased Loans (the Update or ASU), to improve the decision usefulness of the financial reporting for acquired financial assets, enhancing comparability and consistency by adopting one approach.

This ASU introduces the concepts of Purchased Seasoned Loans (PSL) and expands the application of the gross-up approach previously limited to PCD assets.

An entity applying this approach would add the allowance for credit losses at the date of acquisition to the purchase price.

Following our prospective adoption no later than January 1, 2027 of ASU 2025-08, this accounting would apply to a majority of future acquired loans, and we are assessing this ASU for adoption.

Upon adoption, we do not expect this Update to have a material impact on our Consolidated Financial Statements.

Business Combinations

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We believe that these qualitative factors are indicators that historical credit loss information should be nominally impacted, if at all, by current conditions and R&S forecasts.

As such, we believe that without

a change in these indicators, we may continue to assume zero credit losses on securities concluded to exhibit those factors.

As such, we believe that without a change in these indicators, we may continue to assume zero credit losses on securities concluded to exhibit those factors.

We also have a portfolio of HTM debt securities where we do not expect credit losses to be zero.

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The contractual term excludes expected extensions, renewals, and modifications.

The ACL is the sum of three components:

the sum of three components:

quantitative (formulaic or pooled) reserves;

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The AULC is management's estimate of credit losses inherent in our unfunded loan commitments, such as commercial and industrial revolving loan facilities, commercial real estate construction projects and home equity lines of credit, and is included in other liabilities on the Consolidated Balance Sheets.

The AULC is estimated over the contractual period in which we are exposed to credit risk for obligations which are not unconditionally cancellable by us.

The AULC is estimated over the contractual period in which we are

exposed to credit risk for obligations which are not unconditionally cancellable by us.

The AULC is adjusted through provision for credit losses.

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Core deposit intangibles are primarily amortized over 10 years using accelerated methods.

Customer renewal lists are amortized over their estimated useful lives which range from eight to 13 years.

Customer renewal lists are amortized over their estimated useful lives which range from two to 13 years.

Goodwill and other intangibles are subject to impairment testing at the reporting unit level, which must be conducted at least annually.

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Loan Servicing Rights

We have two primary classes of servicing rights, residential mortgage loan servicing and SBA-guaranteed loan servicing.

We recognize the right to service residential mortgage loans and SBA-guaranteed loans for others as an asset whether we purchase the servicing rights or as a result from a sale of loans that we originated or purchased when the servicing is contractually separated from the underlying loan and retained by us.

We have one primary class of servicing rights, residential mortgage loan servicing.

We recognize the right to service residential mortgage loans for others as an asset whether we purchase the servicing rights or as a result from a sale of loans that we originated or purchased when the servicing is contractually separated from the underlying loan and retained by us.

We initially record servicing rights at fair value in other assets on the Consolidated Balance Sheets.

Subsequently, servicing rights are measured at the lower of cost or fair value.

Servicing rights are amortized in proportion to, and over the period of, estimated net servicing income in mortgage banking operations non-interest income for residential mortgage loans and other non-interest income for SBA-guaranteed loans.

Servicing rights are amortized in proportion to, and over the period of, estimated net servicing income in mortgage banking operations non-interest income for residential mortgage loans.

The amount and timing of estimated future net cash flows are updated based on actual results and updated projections.

MSRs are separated into pools based on common risk characteristics of the underlying loans and evaluated for impairment at least quarterly.

SBA-guaranteed servicing rights are evaluated for impairment at least quarterly on an aggregate basis.

Impairment, if any, is recognized when carrying value exceeds the fair value as determined by calculating the present value of expected net future cash flows.

If impairment exists at the pool level for residential mortgage loans or on an aggregate basis for SBA-guaranteed loans, the servicing right is written down through a valuation allowance and is charged against mortgage banking operations non-interest income or other non-interest income, respectively.

If impairment exists at the pool level for residential mortgage loans, the servicing right is written down through a valuation allowance and is charged against mortgage banking operations non-interest income.

Bank Owned Life Insurance

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These investments generate a return through the realization of federal tax credits.

proportional amortization method to account for a majority of our investments in these entities.

LIHTCs that do not meet the requirements of the proportional amortization method are recognized using the equity method.

We use the proportional amortization method to account for a majority of our investments in these entities.

The election is to be made on a tax-credit-program-by-tax-credit-program basis and should be applied consistently to all investments within an elected tax credit program.

Upon the adoption of ASU 2023-02, we elected to apply the proportional amortization method of accounting to our qualifying historic and new market tax credit investments.

The proportional amortization method recognizes the amortized cost of the investment as a component of income tax expense on the Consolidated Statements of Income and as a component of operating activities within other assets and other liabilities on the Consolidated Statements of Cash Flows.

We historically applied proportional amortization to the majority of our LIHTC investments.

LIHTCs that do not meet the requirements of the

proportional amortization method are recognized using the equity method.

See Note 11, "Variable Interest Entities" for additional information.

We determine if an arrangement is, or contains, a lease at inception of the contract.

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Wealth advisory and trust services are provided on a month-to-month basis and invoiced as services are rendered.

Fees are based on a fixed amount, or a scale based on the level of services provided or assets under management.

Fees are based on a fixed amount, or a scale based on the level of services provided or assets under administration.

The customer has the right to terminate their services agreement at any time.

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Disaggregation of Income Statement Expenses

This Update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statement.

Specifically, entities must disaggregate any relevant expense caption that includes one or more of the following natural expense categories:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A).

Additionally, this Update also requires entities to disclose selling expense on both annual and interim bases.

Additionally, this Update also requires entities to disclose selling expense on both an annual and interim basis.

This Update does not change the requirements for the presentation of expenses on the face of the income statement.

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Early adoption and retrospective application are permitted.

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

ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures This Update requires public business entities to disclose additional categories of information about federal, state, and foreign income taxes in the tabular rate reconciliation table.

Additionally, entities must provide more details regarding reconciling items in some categories if the items are equal to or greater than a specified quantitative threshold.

This Update also requires all entities to annually disclose income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and further disaggregated by jurisdiction based on a specified quantitative threshold.

This Update is to be applied using a prospective method with an option to apply it retrospectively for each period presented and will be effective as of January 1, 2025.

Early adoption is permitted.

We are adopting this ASU using a prospective method for the period beginning January 1, 2025.

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

ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software This Update removes the prescriptive stage-based model previously used for capitalization.

Capitalization is instead required to begin when management authorizes funding, and the project is likely to be completed and used as intended using the probable-to-complete threshold.

Additionally, this Update consolidates guidance applying the new software development principles to website development.

This Update is to be applied using either a prospective, modified transition, or retrospective approach and will be effective as of January 1, 2028.

Early adoption of this Update is permitted.

The adoption of this Update is not expected to have a material impact on our Consolidated Financial Statements.

Standard Description Financial Statements Impact

Segment Reporting

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure This Update requires all public entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required in annual disclosures.

This Update is to be applied using a retrospective method to all prior periods presented and is effective for annual periods beginning on January 1, 2024, and will be effective for interim periods beginning on January 1, 2025.

Early adoption is permitted.

We adopted this Update on a retrospective basis for the annual period ending December 31, 2024 and for the interim period beginning January 1, 2025.

The adoption of this ASU does not have a material impact on our consolidated financial statements.

Tax Equity Investments

ASU 2023-02, Investments – Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method This Update expands the use of the proportional amortization method of accounting, previously only allowable for LIHTC investments, to equity investments in other tax credit structures that meet certain criteria.

The Update also removed the specialized guidance for LIHTC investments that are not accounted for using the proportional amortization method or equity method and require that those investments are accounted for using Topic 321 regarding equity investments.

This Update is to be applied using either a modified retrospective or a retrospective method and will be effective as of January 1, 2024.

Credit Losses

ASU 2025-08, Financial Instruments—Credit Losses:

Purchased Loans This Update introduces Purchased Seasoned Loans, extending the gross-up approach previously limited to purchased credit-deteriorated assets.

An entity applying this approach would add the allowance for credit losses at the date of acquisition to the purchase price to determine the initial amortized cost basis.

This Update is to be applied prospectively for annual periods beginning January 1, 2027.

Early adoption of this Update is permitted.

We adopted this Update on January 1, 2024 on a modified retrospective basis for tax credit programs that are eligible to apply proportional amortization.

As a result, we recorded a reduction of $ 0.5 million in retained earnings for the cumulative effect of the adoption.

The adoption of this Update is not expected to have a material impact on our Consolidated Financial Statements.

ASU 2025-09, Derivatives and Hedging:

Hedge Accounting Improvements This Update expands the hedged risks able to be aggregated in a cash flow hedge based on similar risk exposure, rather than shared risk exposure.

Additionally, this Update allows an entity to select an alternative interest rate index or tenor without automatically dedesignating the hedge on forecasted interest payments of choose-your-rate debt instruments.

This Update also expands the types of variable price components that can be designated as the hedged risk in a cash flow hedge of a forecasted purchase or sale of a nonfinancial asset.

This Update is to be applied prospectively for annual periods beginning January 1, 2027.

Early adoption of this Update is permitted.

The adoption of this Update is not expected to have a material impact on our Consolidated Financial Statements.

INVESTMENT SECURITIES

The amortized cost and fair value of AFS debt securities are presented in the table below.

7 unchanged sentences

government agencies 35 — — 35

government-sponsored enterprises 302 — ( 2 ) 300

GSE 266 — — 266

Residential MBS:

Agency MBS 801 7 ( 8 ) 800

Agency collateralized mortgage obligations 796 — ( 98 ) 698

Agency CMO 662 — ( 61 ) 601

Agency commercial MBS 1,595 19 ( 15 ) 1,599

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government agencies 53 — — 53

government-sponsored enterprises 227 — ( 4 ) 223

GSE 302 — ( 2 ) 300

Residential MBS:

Agency MBS 714 — ( 20 ) 694

Agency collateralized mortgage obligations 946 — ( 114 ) 832

Agency CMO 796 — ( 98 ) 698

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

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December 31, 2025

Treasury $ 1 $ — $ — $ 1

government-sponsored enterprises 29 — — 29

Residential MBS:

Agency MBS $ 784 $ 2 $ ( 55 ) $ 731

Agency collateralized mortgage obligations 714 — ( 95 ) 619

Agency CMO 612 — ( 62 ) 550

Agency commercial MBS 1,715 18 ( 19 ) 1,714

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December 31, 2024

government agencies $ 1 $ — $ — $ 1

government-sponsored enterprises 68 — — 68

Treasury $ 1 $ — $ — $ 1

GSE 29 — — 29

Residential MBS:

Agency MBS 901 1 ( 96 ) 806

Agency collateralized mortgage obligations 824 — ( 104 ) 720

Agency CMO 714 — ( 95 ) 619

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

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

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

government as of December 31, 2025.

There were no significant gross gains or losses realized on investment securities during 2025.

During 2024, we sold $ 231.4 million of AFS securities resulting in a realized loss of $ 34.0 million as part of a proactive balance sheet management strategy.

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

We reinvested the proceeds of these AFS securities sold with an average yield of 1.41 % into securities yielding 4.78 % with a similar duration and convexity profile.

During 2023, we sold $ 648.7 million of AFS securities resulting in a realized loss of $ 67.4 million as part of a proactive balance sheet management strategy.

We reinvested the proceeds of these AFS securities sold with an average yield of 1.08 % into securities with yields approximately 350 basis points higher and a similar duration and convexity profile.

There were no significant gross gains or gross losses realized on securities during the twelve months ended December 31, 2022.

Unrealized losses on the AFS and HTM portfolios are due to the increase in market interest rates with 85.7 % of these securities backed or sponsored by the U.S.

government as of December 31, 2024.

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

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Agency MBS 801 800 784 731

Agency collateralized mortgage obligations 796 698 714 619

Agency CMO 662 601 612 550

Agency commercial MBS 1,595 1,599 1,715 1,714

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Periodic principal payments are received on residential MBS based on the payment patterns of the underlying collateral.

Following is information relating to securities pledged:

Following is information relating to investment securities pledged:

December 31 2025 2024

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December 31, 2025

Treasury 3 $ 74 $ ( 1 ) 2 $ 75 $ — 5 $ 149 $ ( 1 )

government agencies 5 $ 8 $ — 12 $ 20 $ — 17 $ 28 $ —

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

GSE 2 65 — 3 51 — 5 116 —

Residential MBS:

Agency MBS 1 46 — 90 251 ( 8 ) 91 297 ( 8 )

Agency collateralized mortgage obligations — — — 66 698 ( 98 ) 66 698 ( 98 )

Agency CMO — — — 64 601 ( 61 ) 64 601 ( 61 )

Agency commercial MBS 4 132 ( 1 ) 22 371 ( 14 ) 26 503 ( 15 )

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government agencies 6 11 — 12 25 — 18 36 —

government-sponsored enterprises 1 25 — 7 123 ( 4 ) 8 148 ( 4 )

GSE 2 75 — 7 126 ( 2 ) 9 201 ( 2 )

Residential MBS:

Agency MBS 9 235 ( 1 ) 92 355 ( 19 ) 101 590 ( 20 )

Agency collateralized mortgage obligations — — — 71 832 ( 114 ) 71 832 ( 114 )

Agency CMO — — — 66 698 ( 98 ) 66 698 ( 98 )

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

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

Based on the credit ratings and implied government guarantee for these securities, we concluded the loss position is temporary and caused by the significant movement of interest rates since 2022 and does not reflect any expected credit losses.

Based on the credit ratings and/or implied government guarantee for these securities, we concluded the loss position is temporary and caused by significant movements of interest rates and does not reflect any expected credit losses.

We do not intend to sell these AFS debt securities and it is not more likely than not that we will be required to sell these securities before the recovery of their amortized cost basis.

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Management reviews the credit profile of each issuer on an annual basis, and more frequently as needed.

Based on the nature of the issuers and current conditions, we have determined that securities backed by the UST, Fannie Mae, Freddie Mac, FHLB, Ginnie Mae, and the SBA have zero expected credit loss.

Based on the nature of the issuers and current conditions, we have determined that investment securities backed by the UST, Fannie Mae, Freddie Mac, FHLB, Ginnie Mae, and the SBA have zero expected credit loss.

Our municipal bond portfolio with a carrying amount of $ 1.0 billion as of December 31, 2025 is highly rated with an average rating of AA and 97 % of the portfolio is rated A or better.

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

Geographically, municipal bonds support our primary footprint as 59 % of the securities are from municipalities located in the primary states within which we conduct business.

All of the investment securities in the municipal portfolio are general

obligation bonds.

Geographically, municipal bonds generally support our primary footprint as 59 % of the securities are from municipalities located in the primary states within which we conduct business.

The average holding size of the securities in the municipal bond portfolio is $ 2.5 million.

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We further refine the expected credit loss by factoring in economic forecast data using our Commercial and Industrial Non-Manufacturing loan portfolio forecast adjustment as derived through our assessment of the loan portfolio as a proxy for our municipal bond portfolio.

Our corporate bond portfolio, with a carrying amount of $ 53.5 million as of December 31, 2024 consists of debentures of banks within our footprint.

Our corporate bond portfolio, with a carrying amount of $ 74.0 million as of December 31, 2025 consists of debentures of banks and bank holding companies.

The average holding size of the securities in the corporate bond portfolio is $ 3.9 million.

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We further refine the expected credit loss by factoring in economic forecast data using our bank-wide loan portfolio forecast adjustment as derived through our assessment of FNBPA's loan portfolio as a proxy for our corporate bond portfolio.

For the years ending December 31, 2024 and 2023, we had no significant provision expense and no charge-offs or recoveries for the securities portfolio.

For the years ending December 31, 2025 and 2024, we had no significant provision expense and no charge-offs or recoveries for the investment securities portfolio.

The ACL on the HTM portfolio was $ 0.29 million, consisting of $ 0.06 million relating to the municipal bond portfolio and $ 0.23 million relating to other debt securities, as of December 31, 2025, and $ 0.07 million relating to the municipal bond portfolio and $ 0.18 million relating to other debt securities as of December 31, 2024.

The AFS securities portfolios did no t have an ACL at December 31, 2025 or 2024.

At December 31, 2024 and 2023, there were no securities that were past due or on non-accrual at either date.

At December 31, 2025 and 2024, there were no investment securities that were past due or on non-accrual at either date.

OTHER SECURITIES

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• Consumer lines of credit include home equity lines of credit and consumer lines of credit that are either unsecured or secured by collateral other than home equity where the primary default risk driver is the borrower's employment status and income.

During 2024, we sold $ 0.8 billion in indirect auto loans.

We recognized a $ 9.0 million loss during 2024 related to the sales.

The related servicing asset was not significant at December 31, 2024.

In the fourth quarter of 2023, we transferred $ 355 million of indirect automobile loans to the held-for-sale portfolio so those loans were not in the indirect installment portfolio balance in Table 5.1 at December 31, 2023.

The loans and leases portfolio consists principally of loans to individuals and small- and medium-sized businesses within our primary market in seven states and the District of Columbia.

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In general, loan and lease risk ratings within each category are reviewed on an ongoing basis according to our policy for each class of loans and leases.

Each quarter, we analyze the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan and lease portfolio.

Each quarter, we analyze the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan and lease

Loans and leases within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans and leases that migrate toward the Substandard or Doubtful credit categories.

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The following table summarizes the designated loan rating category by loan class including term loans on an amortized cost basis by origination year and year-to-date gross charge-offs by originating year:

December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total

(in millions)

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

December 31, 2025

Commercial Real Estate:

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Total commercial real estate 1,444 1,364 1,682 1,781 1,817 3,979 207 12,274

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

Commercial real estate gross charge-offs — — 0.4 5.4 3.9 20.3 — 30.0

Commercial and Industrial:

3 unchanged sentences

Total commercial and industrial 1,836 1,036 844 632 370 929 2,071 7,718

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

Commercial and industrial gross charge-offs 0.1 1.5 1.0 3.5 7.0 24.8 — 37.9

Commercial Leases:

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Total commercial leases 263 225 145 74 44 40 — 791

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

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

Other Commercial:

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Total other commercial 9 — 58 — — 4 70 141

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

Other commercial gross charge-offs — — — — — 4.7 — 4.7

Total commercial loans and leases 3,552 2,625 2,729 2,487 2,231 4,952 2,348 20,924

December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total

(in millions)

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

December 31, 2025

Direct Installment:

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Total direct installment 446 274 219 538 594 607 — 2,678

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

Direct installment gross charge-offs 0.1 0.2 0.2 0.2 — 0.2 — 0.9

Residential Mortgages:

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Total residential mortgages 1,747 1,475 1,256 1,475 1,322 1,607 — 8,882

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

Residential mortgages gross charge-offs 0.1 0.3 0.5 0.1 0.1 1.3 — 2.4

Indirect Installment:

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Total indirect installment 312 275 18 45 73 44 — 767

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

Indirect installment gross charge-offs 0.4 1.0 0.9 2.5 2.0 0.8 — 7.6

Consumer Lines of Credit:

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Total consumer lines of credit 4 6 20 40 12 147 1,297 1,526

Consumer lines of credit current period gross charge-offs — 0.1 0.1 0.1 — 1.3 — 1.6

Consumer lines of credit gross charge-offs — — 0.1 0.1 — 0.8 — 1.0

Total consumer loans 2,509 2,030 1,513 2,098 2,001 2,405 1,297 13,853

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Total charge-offs $ 0.7 $ 3.0 $ 3.1 $ 11.8 $ 13.0 $ 53.1 $ — $ 84.7

December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total

(in millions)

(in millions) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total

December 31, 2024

Commercial Real Estate:

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Total commercial real estate 1,408 1,687 2,321 2,079 1,362 3,611 237 12,705

Commercial real estate current period gross charge-offs 0.2 0.4 0.4 0.7 0.2 10.5 — 12.4

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

Commercial and Industrial:

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Total commercial and industrial 1,251 1,149 1,142 754 481 791 1,982 7,550

Commercial and industrial current period gross charge-offs 0.1 0.3 1.0 1.0 2.2 46.6 — 51.2

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

Commercial Leases:

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Total commercial leases 331 191 108 64 31 40 — 765

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

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

Other Commercial:

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Total other commercial 12 62 — — — 5 65 144

Other commercial current period gross charge-offs — — — — — 4.5 — 4.5

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

Total commercial loans and leases 3,002 3,089 3,571 2,897 1,874 4,447 2,284 21,164

December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total

(in millions)

(in millions) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total

December 31, 2024

Direct Installment:

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Total direct installment 346 278 624 684 342 402 — 2,676

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

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

Residential Mortgages:

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Total residential mortgages 1,665 1,493 1,604 1,422 729 1,073 — 7,986

Residential mortgages current period gross charge-offs — — — — — 0.7 — 0.7

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

Indirect Installment:

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Total indirect installment 397 27 73 148 51 43 — 739

Indirect installment current period gross charge-offs 0.4 4.3 3.7 0.6 0.3 1.4 — 10.7

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

Consumer Lines of Credit:

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Total consumer lines of credit 8 29 52 14 1 127 1,143 1,374

Consumer lines of credit current period gross charge-offs 0.1 — — — — 0.9 — 1.0

Consumer lines of credit gross charge-offs — 0.1 0.1 0.1 — 1.3 — 1.6

Total consumer loans 2,416 1,827 2,353 2,268 1,123 1,645 1,143 12,775

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We use delinquency transition matrices within the consumer and other loan classes to establish the basis for the R&S forecast portion of the credit risk.

Each month, management analyzes payment and volume activity, FICO scores and Debt-to-Income (DTI) scores and other external factors such as unemployment, to determine how consumer loans are performing.

Each month, management analyzes payment and volume activity, Fair Isaac Corporation (FICO) scores and Debt-to-Income (DTI) scores and other external factors such as unemployment, to determine how consumer loans are performing.

Non-Performing and Past Due

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

The carrying value of residential-secured consumer OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure amounted to $ 1.2 million at both December 31, 2024 and December 31, 2023.

The carrying value of residential-secured consumer OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure amounted to $ 1.1 million at December 31, 2025 and $ 1.2 million at December 31, 2024.

The recorded investment of residential-secured consumer OREO for which formal foreclosure proceedings are in process at December 31, 2025 and 2024 totaled $ 16.9 million and $ 10.6 million, respectively.

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Term Extension

Commercial real estate $ 2.3 0.02 % The modified loans had an average increase in term of 6 months,

extending the maturity date.

Commercial and industrial 1.2 0.02 The modified loans had an average increase in term of 21 months, extending the maturity date.

Direct installment 2.7 0.10 The modified loans had an average increase in term of 77 months, extending the maturity date.

Residential mortgages 6.0 0.07 The modified loans had an average increase in term of 37 months,

extending the maturity date.

Consumer lines of credit 0.7 0.05 The modified loans had an average increase in term of 169 months,

extending the maturity date.

Term Extension and Rate Reduction

Residential mortgages 3.2 0.04 The term was extended, with weighted average yield reductions of 32 basis points to 475 basis points with extensions up to 28 years.

Commercial real estate 1.5 0.01 The majority resulted in a 3 to 6 month deferral on principal payments.

Commercial and industrial 0.7 0.01 The majority resulted in a 3 -month deferral on principal payments

Total Outstanding Modified $ 18.3

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

Twelve Months Ended December 31, 2024

Term Extension

Commercial real estate $ 0.3 — % The modified loans had an average increase in term of 7 months, extending the maturity date.

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Some loan modifications may not ultimately result in the full collection of principal and interest, as modified, and may result in potential incremental losses which are factored into the ACL.

There were no additional funds committed to borrowers whose loans were modified during 2024, compared to $ 0.1 million during 2023.

There were no additional funds committed to borrowers whose loans were modified during 2025 and 2024.

Commercial loans over $ 1.0 million whose terms have been modified may be placed on non-accrual, individually analyzed and measured based on the fair value of the underlying collateral.

Our ACL includes specific reserves for commercial loans modified.

There were $ 8.1 million and $ 5.3 million in specific reserves for commercial loans modified at December 31, 2024 and 2023, respectively, and pooled reserves for individual loans of $ 1.8 million and $ 2.0 million for those same periods, respectively, based on loan segment LGD.

There were no specific reserves for commercial loans modified at December 31, 2025 compared to $ 8.1 million at December 31, 2024, and pooled reserves for individual loans of $ 0.6 million and $ 1.8 million for those same periods, respectively, based on loan segment LGD.

Upon default, the amount of the recorded investment of the modified loan balance in excess of the fair value of the collateral, less estimated selling costs, is generally considered a confirmed loss and is charged-off against the ACL.

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

December 31, 2024

Twelve Months Ended December 31, 2025

Commercial real estate $ 1.1 $ — $ — $ 2.0 $ 3.1

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Total $ 4.2 $ 0.6 $ — $ 3.3 $ 8.1

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

December 31, 2023

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

Twelve Months Ended December 31, 2024

Commercial real estate $ 0.3 $ — $ 0.7 $ 5.9 $ 6.9

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Residential mortgages 4.7 0.4 — — 5.1

Total consumer loans 5.4 0.4 — — 5.8

Total $ 24.1 $ 15.9 $ 0.7 $ 11.4 $ 52.1

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

Twelve Months Ended December 31, 2023

Commercial real estate $ 0.4 $ — $ — $ 5.2 $ 5.6

Commercial and industrial 21.5 0.3 — — 21.8

Total commercial loans and leases 21.9 0.3 — 5.2 27.4

Direct installment 0.1 — — — 0.1

Residential mortgages 0.3 0.3 — — 0.6

Consumer lines of credit 0.1 — — — 0.1

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Offs Provision

Losses Allowance for PCD Loans and Leases at Acquisition Balance at

Losses Balance at

Year Ended December 31, 2023

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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.

34.9 % in 2025 and 2.5 % in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through the cycle period.

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

Our ending ACL coverage ratio was 1.25 % at both December 31, 2024 and December 31, 2023.

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

Total provision for credit losses for the year ended December 31, 2025 was $ 86.0 million, compared to $ 79.8 million in 2024.

Net charge-offs were $ 62.7 million during 2024, compared to $ 67.7 million during 2023, which included an isolated $ 31.9 million commercial loan charge-off due to indications of alleged fraud and subsequent bankruptcy filings by our borrower and its primary supplier.

Net charge-offs were $ 70.5 million during 2025, compared to $ 62.7 million during 2024.

LOAN SERVICING

23 unchanged sentences

Fair value, end of period 88.2 86.3 71.8

We had a $ 0.1 million valuation allowance for MSRs as of December 31, 2024 and $ 0.2 million as of December 31, 2023.

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

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and the use of independent third-party valuations.

Changes in prepayment

speed assumptions have the most significant impact on the fair value of MSRs.

Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs.

Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSRs and as interest rates increase, mortgage loan prepayments decline, which results in an increase in the fair value of MSRs.

Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

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

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Banking Wealth

ment Insurance Total

ment Insurance Other Total

Balance at January 1, 2024 $ 2,446 $ 8 $ 23 $ — $ 2,477

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Core deposit intangibles are being amortized primarily over 10 years using accelerated methods.

Customer renewal lists are being amortized over their estimated useful lives, which range from eight to 13 years.

Customer renewal lists are being amortized over their estimated useful lives, which range from two to 13 years.

The following table summarizes amortization expense recognized:

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

As of December 31, 2024, we had operating lease right-of-use assets and operating lease liabilities of $ 195.6 million and $ 236.6 million, respectively, including $ 71.3 million operating right-of-use assets and $ 102.0 million operating lease liabilities with a related party.

As of December 31, 2025, we had operating lease right-of-use assets and operating lease liabilities of $ 195.2 million and $ 236.3 million, respectively, including $ 70.6 million in operating right-of-use assets and $ 101.2 million in operating lease liabilities with a related party.

As of December 31, 2025, we had finance lease right-of-use assets and finance lease liabilities of $ 32.4 million and $ 35.5 million, respectively.

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At commencement, it is expected that these leases will add approximately $ 5.8 million in right-of-use assets and $ 5.8 million in other liabilities.

In late 2024, the majority of FNB's Pittsburgh-based employees moved into the new headquarters building, consolidating several offices, subsidiaries and support departments under one roof to create opportunities for continued efficiency, collaboration and productivity improvements.

The related party operating lease is accounted for in a manner consistent with all other leases on the basis of the legally enforceable terms and conditions of the lease and the related party represents a VIE for which we are not the primary beneficiary.

1 unchanged sentence

Twelve Months Ended

(dollars in millions) 2024 2023 2022

(in millions) 2025 2024 2023

Operating lease cost $ 40 $ 41 $ 34

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The following table provides a summary of the assets and liabilities included in our Consolidated Financial Statements, as well as the maximum exposure to losses, associated with our interests related to VIEs for which we hold an interest, but are not the primary beneficiary.

Additionally, we have an operating lease with a related party with a maximum exposure to loss of $ 71.3 million.

Additionally, we have an operating lease with a related party and a maximum exposure to loss of approximately $ 71 million and FNBPA made a construction loan to the same related party.

For further information about this unconsolidated VIE, please see Note 10, “Leases.”

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The TPS are the obligations of the trusts, and as such, are not consolidated within our Consolidated Financial Statements.

See the Borrowings footnote for additional information relating to our TPS.

For additional information relating to our TPS, see Note 14, “Long-Term Borrowings” in the Notes to Consolidated Financial Statements.

Each issue of the junior subordinated debentures has an interest rate equal to the corresponding TPS distribution rate.

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however, we are not the primary beneficiary of the entities, as the general partner or managing member has both the power to direct the activities that most significantly impact the economic performance of the entities and the obligation to absorb losses beyond our own equity investment.

We apply the proportional amortization method of accounting for our investments in LIHTC partnerships.

Effective January 1, 2024, upon the adoption of ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , we also began applying the proportional amortization method of accounting to our investments in HTC and NMTC partnerships.

The proportional amortization method recognizes the amortized cost of the investments in these tax credit partnerships as a component of income tax expense on the Consolidated Statements of Income.

Prior to the adoption of ASU 2023-02, we applied the equity method of accounting to the investments in HTC and NMTC partnerships.

The adoption of ASU 2023-02 did not have a material impact on our consolidated financial statements.

We apply the proportional amortization method of accounting for our investments in LIHTC, HTC and NMTC partnerships.

We record our investment in tax credit partnerships as a component of other assets.

4 unchanged sentences

Unfunded tax credit investments 66 68

In the first quarter of 2024, we adopted ASU 2023-02, resulting in the amortization of HTC and NMTC investments being recognized in the provision for income taxes as of the adoption of this standard.

These activities were previously recognized in non-interest expense.

The following table summarizes the impact of these tax credit investments on the provision for income taxes in our Consolidated Statements of Income:

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Of the total short-term FHLB advances, $ 530.0 million, or 50.2 %, had overnight maturities as of December 31, 2025, compared to $ 335.0 million, or 57.3 %, as of December 31, 2024.

At December 31, 2024, none of the short-term FHLB advances were swapped to fixed rates, compared to $ 400.0 million, or 21.1 %, as of December 31, 2023.

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

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

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Federal Home Loan Bank advances

Our banking affiliate has available credit with the FHLB of $ 11.5 billion, of which $ 2.3 billion was utilized and included in short-term and long-term borrowings and $ 450.0 million was utilized for a letter of credit for pledging of public funds as of December 31, 2024.

These advances are secured by $ 16.2 billion of loans collateralized by residential mortgages, home equity lines of credit, commercial real estate and FHLB stock.

The short-term borrowings are scheduled to mature in various amounts periodically during 2025 while the long-term borrowings are scheduled to mature periodically through 2028.

Effective interest rates paid on the long-term fixed-rate FHLB advances held during 2024 ranged from 3.69 % to 4.88 % and 4.23 % and 4.88 % for the year ended December 31, 2023.

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

There were no variable rate advances for the year ended December 31, 2023.

Our banking affiliate has available credit with the FHLB of $ 12.0 billion, of which $ 9.1 billion was available for borrowing as of December 31, 2025.

The outstanding FHLB advances (including both short-term and long-term borrowings) are secured by $ 16.7 billion of loans collateralized by residential mortgages, home equity lines of credit and commercial real estate.

The short-term borrowings are scheduled to mature in various amounts periodically through 2026 while the long-term borrowings are scheduled to mature periodically through 2028.

Weighted average interest rates paid on long-term FHLB advances held during 2025 and 2024 were 4.27 % and 4.74 %, respectively.

Subordinated notes

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The junior subordinated debt is comprised of the debt securities issued by FNB, or companies we acquired, in relation to our four unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated VIEs and are included on the Consolidated Balance Sheets in long-term borrowings.

One hundred percent of the common equity of each Trust is owned by FNB.

One hundred percent of the common equity of each Trust is owned by

The Trusts were formed for the purpose of issuing FNB-obligated mandatorily redeemable capital securities, or TPS to third-party investors.

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Senior Notes:

5.150 % Senior Notes due August 25, 2025

$ 350 $ 347 $ 350 8/25/2025 5.150 %

Fixed-To-Floating Rate Senior Notes due December 11, 2030 (1)

4 unchanged sentences

120 118 119 2/14/2029 6.515 %

4.875 % Subordinated Notes due 2025

100 98 100 10/2/2025 4.875 %

Fixed-To-Floating Rate Subordinated Notes due December 6, 2028 (3) (4)

25 26 24 12/6/2028 7.019 %

5.000 % Fixed-To-Floating Rate Subordinated Note due May 29, 2030 (4) (5)

25 24 25 5/29/2030 5.000 %

Total other subordinated debt 145 144 143

1 unchanged sentence

(1) Fixed rate until December 11, 2029, at which time it converts to a floating rate determined by the Compounded SOFR plus 193 basis points.

(2) Floating rate effective February 14, 2024, determined by the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points) plus 240 basis points.

(2) Floating rate effective February 14, 2024, determined by the Benchmark Replacement (three-month Chicago Mercantile Exchange (CME) term SOFR plus a tenor spread adjustment of 26 basis points) plus 240 basis points.

(3) Floating rate effective December 6, 2023, determined by the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points) plus 302 basis points.

(4) Fixed rate until May 29, 2025, at which time it converts to a floating rate determined by three-month SOFR plus 464 basis points.

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

2 unchanged sentences

Other Credit Availability

Our banking affiliate has additional unused other wholesale credit availability of $ 7.3 billion as of December 31, 2024.

Excluding FHLB availability, our banking affiliate has additional unused other wholesale credit availability of $ 9.1 billion as of December 31, 2025.

Borrowing Activity

During the fourth quarter of 2025, $ 100.0 million in other subordinated debt that was issued in October 2015 matured.

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

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 fourth quarter of 2024, we completed a debt offering in which we issued $ 500 million aggregate principal amount of 5.722 % fixed-rate / floating rate senior notes due in 2030.

The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $ 496.7 million.

These proceeds are expected to be used for general corporate purposes, which may include investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness.

During the second quarter of 2023, we called $ 6 million in other subordinated debt acquired from the Union acquisition and we repurchased and retired $ 15 million in other subordinated debt assumed in a previous acquisition.

Additionally, during the third quarter of 2023, $ 13.6 million in other subordinated debt assumed in a previous acquisition matured and we repurchased and retired $ 1 million in other subordinated debt acquired from the Howard acquisition.

We used the net proceeds for general corporate purposes, including repayment of outstanding indebtedness, investments at the holding company level and capital to support the growth of FNBPA.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

We adopted RRR on October 1, 2020, and the guidance was followed until the Update terminated on December 31, 2024.

As of October 16, 2020, we changed our valuation methodology to reflect changes made by central clearinghouses that changed the discounting methodology and interest calculation of cash migration from overnight index swap (OIS) to SOFR for U.S.

dollar cleared interest rate swaps to better reflect prices obtainable in the markets in which we transact.

Certain of these valuation methodology changes were applied to eligible hedging relationships.

Accordingly, we have updated our hedge documentation to reflect the election of certain expedients and exceptions related to our cash flow hedging programs.

The change in valuation methodology was applied prospectively as a change in accounting estimate and did not have a material impact on our consolidated financial position or results of operations.

Derivatives Designated as Hedging Instruments under GAAP

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As of December 31, 2025, the maximum length of time over which forecasted interest cash flows are hedged is 4.0 years.

In the twelve months that follow December 31, 2024, we expect to reclassify from the amount currently reported in AOCI net derivative losses of $ 16.6 million ($ 12.9 million net of tax), in association with interest on the hedged loans.

In the twelve months that follow December 31, 2025, we expect to reclassify from the amount currently reported in AOCI net derivative gains of $ 5.6 million ($ 4.4 million net of tax), in association with interest on the hedged loans.

This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to December 31, 2025.

24 unchanged sentences

We will make/receive payments under these agreements if a customer defaults on their obligation to perform under certain derivative swap contracts.

Risk participation agreements sold with notional amounts totaling $ 603 million as of December 31, 2024 have remaining terms ranging from two months to 17 years.

Under these agreements, our maximum exposure assuming a customer defaults on their obligation to perform under certain derivative swap contracts with third parties would be $ 0 and $ 0.1 million at December 31, 2024 and 2023, respectively.

The fair values of risk participation agreements purchased and sold were $ 0.1 million and $ 0 , respectively, at December 31, 2024 and $ 0.2 million and $ 0.1 million, respectively, at December 31, 2023.

Risk participation agreements sold with notional amounts totaling $ 604 million as of December 31, 2025 have remaining terms ranging from three months to 15 years.

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

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

2 unchanged sentences

Interest rate swaps Non-interest income - other $ — $ 1 $ ( 1 )

Interest rate lock commitments Mortgage banking operations — — —

Forward delivery contracts Mortgage banking operations 7 ( 3 ) ( 1 )

Mortgage banking contracts Mortgage banking operations ( 5 ) 7 ( 3 )

Credit risk contracts Non-interest income - other — — —

5 unchanged sentences

Certain master netting agreements contain provisions that, if violated, could cause the counterparties to request immediate settlement or demand full collateralization under the derivative instrument.

If we had breached our agreements with our derivative counterparties we would be required to settle our obligations under the agreements at the termination value and would be required to pay $ 0.2 million as of December 31, 2024 and no thing as of December 31, 2023, in excess of amounts previously posted as collateral with the respective counterparty.

If we had breached our agreements with our derivative counterparties we would be required to settle our obligations under the agreements at the termination value and would be required to pay $ 0.1 million as of December 31, 2025 and $ 0.2 million as of December 31, 2024, in excess of amounts previously posted as collateral with the respective counterparty.

The following table presents a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the Consolidated Balance Sheets to the net amounts that would result in the event of offset.

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These subordinated notes are included in the summaries of short-term borrowings and long-term borrowings in Notes 13 and 14.

Other Legal Proceedings

Other Legal and Regulatory Proceedings

In the ordinary course of business, we may assert claims in legal proceedings against another party or parties, and likewise may be named as defendants in, or made parties to, pending and potential legal actions.

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We believe that our accruals for legal proceedings are appropriate and, in the aggregate, are not material to our consolidated financial position, although future accruals could have a material effect on net income in a given period.

On February 5, 2024, we announced that Yadkin Bank and its successor by merger, FNBPA, reached a settlement with the DOJ and the State of North Carolina to resolve their fair lending concerns, which FNBPA disputes, related to the assessment of mortgage lending activities during a four-year period in the Winston-Salem and Charlotte, North Carolina markets that began prior to Yadkin’s merger with FNBPA in March 2017.

The settlement includes FNBPA's commitment to provide $ 11.75 million in subsidies on mortgages and home equity loans originated in the Charlotte and Winston-Salem, North Carolina markets beginning in 2024 continuing until the full amount has been deployed.

On February 5, 2024, we announced that Yadkin Bank and its successor by merger, FNBPA, reached a settlement with the DOJ and the State of North Carolina to resolve their fair lending concerns, which FNBPA disputed, related to the assessment of mortgage lending activities during a four-year period in the Winston-Salem and Charlotte, North Carolina markets that began prior to Yadkin’s merger with FNBPA in March 2017.

The settlement included FNBPA's commitment to provide $ 11.75 million in subsidies on mortgages and home equity loans originated in the Charlotte and Winston-Salem, North Carolina markets beginning in 2024 continuing until the full amount has been deployed.

This subsidy amount is part of our existing, previously announced commitment to underserved communities, including the Winston-Salem and Charlotte markets.

The settlement was not initiated through a referral by a federal bank regulatory agency or consumer complaint, and included no civil money penalties levied against FNBPA.

Importantly, the settlement was not initiated through a referral by a federal bank regulatory agency or consumer complaint, and included no civil money penalties levied against FNBPA.

Effective January 2026, FNBPA had fully deployed the $ 11.75 million mortgage subsidy in the Charlotte and Winson Salem MBHCTs.

STOCK INCENTIVE PLANS

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We issue restricted stock unit awards to key employees under our Incentive Compensation Plan (Plan).

We issue time-based awards and performance-based awards under this Plan, both of which are based on a one to three-year vesting period.

We issue time-based awards and performance-based awards under this Plan, both of which are based on a three-year vesting period.

The grant-date fair value of the time-based awards is equal to the price of our common stock on the grant date.

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We granted 1,423,017 and 1,280,942 restricted stock units during 2025 and 2024, respectively, including 318,260 and 336,588 performance-based restricted stock units during those same periods, respectively.

We have shareholder approval under the Plan to issue up to 14,000,000 shares of common stock, including 8,000,000 shares registered during the second quarter of 2024.

As of December 31, 2024, we had 9,070,832 remaining shares available for awards under the Plan.

We have shareholder approval under the Plan to issue up to 14,000,000 shares of common stock, As of December 31, 2025, we had 7,545,673 remaining shares available for awards under the Plan.

The unvested restricted stock unit awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met.

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Granted 1,423,017 14.51 1,280,942 14.05 1,438,195 12.71

Acquired — — — — 60,300 9.41

Net adjustment 319,083 — 379,357 — 191,021 —

1 unchanged sentence

Forfeited/expired/canceled ( 216,941 ) 13.16 ( 60,377 ) 12.54 ( 636,436 ) 8.14

Dividend reinvestment — — — — 183,172 12.12

Unvested units outstanding at end of year 3,484,248 13.92 3,571,311 13.38 3,502,598 12.89

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Weighted average remaining life (in years) 1.83 1.96 1.86

Stock Options

All outstanding stock options were assumed from acquisitions and are fully vested.

Upon consummation of our acquisitions, all outstanding stock options issued by the acquired companies were converted into equivalent FNB stock options.

We issue shares of treasury stock or authorized but unissued shares to satisfy stock options exercised.

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

2024 Weighted

Average Exercise

Share 2023 Weighted

Average Exercise

Share 2022 Weighted

Average Exercise

Options outstanding at beginning of year 103,690 $ 9.97 138,381 $ 9.32 167,327 $ 8.83

Assumed from acquisitions — — — — 29,396 8.08

Exercised ( 78,896 ) 9.75 ( 32,292 ) 7.34 ( 55,713 ) 7.23

Forfeited/expired ( 593 ) 8.24 ( 2,399 ) 8.08 ( 2,629 ) 8.22

Options outstanding and exercisable at end of year 24,201 10.72 103,690 9.97 138,381 9.32

The stock options outstanding and exercisable at December 31, 2024 have exercise prices ranging from $ 10.72 to $ 11.37 and expire on various dates through March 2025.

RETIREMENT PLANS

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December 31 2025 2024

Qualified Non-Qualified Total Qualified Non-Qualified Total

(in millions)

(in millions) Qualified Non-Qualified Total Qualified Non-Qualified Total

Accumulated benefit obligation $ 107 $ 13 $ 120 $ 108 $ 14 $ 122

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Weighted average discount rate 5.16 % 5.48 %

Rates of average increase in compensation levels n/a 3.30

The discount rate assumption at December 31, 2025 and 2024 was determined using a yield-curve based approach.

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The rates of increase in compensation levels only pertains to the non-qualified plan for 2023.

At the end of 2024, there were no participants accruing benefits under this plan, therefore the compensation level assumption was no longer used.

There were no participants accruing benefits under this plan, therefore the compensation level assumption was no longer used.

The net periodic pension cost and OCI for the Plans included the following components:

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Expected long-term rate of return on assets 6.75 6.75 6.75

Rates of increase in compensation levels n/a 3.30 3.30

The rates of increase in compensation levels only pertains to the non-qualified plan for 2023 and 2022.

At the end of 2024, there were no participants accruing benefits under this plan, therefore the compensation level assumption was no longer used.

Rates of increase in compensation levels n/a n/a 3.30

The rates of increase in compensation levels only pertains to the non-qualified plan for 2023.

At the end of 2025 and 2024, there were no participants accruing benefits under this plan, therefore the compensation level assumption was no longer used.

The expected long-term rate of return on plan assets has been established by considering historical and anticipated expected returns on the asset classes invested in by the pension trust and the allocation strategy currently in place among those classes.

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For the non-qualified pension plans, the change in plan assets reflects benefits paid from and contributions made to the plans in the same amount.

This amount represents the actual benefit payments paid from general assets of $ 1.6 million for both 2024 and 2023.

This amount represents the actual benefit payments paid from general assets of $ 2.9 million and $ 1.6 million for 2025 and 2024, respectively.

The following table provides information regarding estimated future cash flows relating to the Plans at December 31, 2025:

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At December 31, 2025 and 2024, equity securities included 155,000 and 235,000 shares, respectively, of our common stock, representing 1.4 % and 1.9 % of total plan assets at December 31, 2025 and 2024, respectively.

Dividends received on our common stock held by the Plan were $ 0.1 million for 2024 and $ 0.2 million for 2023.

Dividends received on our common stock held by the Plan were $ 0.1 million for both 2025 and 2024.

The fair values of our pension plan assets by asset category are as follows:

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equity funds:

large-cap 6 — — 6

mid-cap 11 — — 11

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companies 58 — — 58

International companies 1 — — 1

Other equity 1 — — 1

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Total income taxes $ 104 $ 90 $ 99

The FASB issued ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures, which requires us to disclose additional categories of information about federal, state and foreign income taxes in the rate reconciliation table, effective for annual periods beginning after December 15, 2024.

Additionally, this guidance requires us to provide more details regarding reconciling items in specific categories and provide disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income by the applicable statutory rate.

The following table for the year ended December 31, 2025 is presented using both percentages and reporting currency amounts.

The disclosure is presented only for the current year, as the FASB does not require retroactive application or comparative disclosure for prior periods.

Year Ended December 31 2025

(dollars in millions) Amount Percent

Statutory federal tax rate $ 141 21.0 %

State and local income taxes, net of federal income tax effect 10 1.6

Renewable energy investment tax credits ( 37 ) ( 5.6 )

LIHTC ( 21 ) ( 3.2 )

Other tax credits ( 5 ) ( 0.7 )

Non-taxable or non-deductible items:

Tax-exempt interest ( 9 ) ( 1.3 )

Cash surrender value on BOLI ( 4 ) ( 0.6 )

Tax credit cost amortization, net of tax benefits 20 2.9

FDIC premium disallowance 7 1.1

Other non-taxable or non-deductible items 3 0.4

Other ( 1 ) ( 0.1 )

Total income taxes / effective tax rate $ 104 15.5 %

The following table provides a reconciliation between the statutory tax rate and the actual effective tax rate:

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Effective tax rate 16.3 % 16.9 %

The effective tax rates in 2024, 2023 and 2022, respectively, were lower than the 21 % statutory federal tax rate primarily due to the tax benefits resulting from renewable energy investment, historic and new market tax credits, tax-exempt income on investments and loans and income from BOLI.

For the years ended December 31, 2024, 2023 and 2022, we recognized net investment tax credits, under Internal Revenue Code (IRC) section 48, of $ 28.4 million, $ 23.7 million and $ 0 , respectively, using the flow-through method of accounting for income tax credits.

The effective tax rates in 2025, 2024 and 2023, respectively, were lower than the 21 % statutory federal tax rate primarily due to the tax benefits resulting from investment, historic and new market tax credits, tax-exempt income on investments and loans and income from BOLI.

For the years ended December 31, 2025, 2024 and 2023, we recognized net investment tax credits, under Internal Revenue Code (IRC) section 48, of $ 37.2 million, $ 28.4 million and $ 23.7 million, respectively, from renewable energy projects using the flow-through method of accounting for income tax credits.

For 2025, our state income tax expense was primarily attributable to operations in the jurisdictions of Maryland and North Carolina, which together accounted for more than 50.0 % of the total state income tax rate impact and related expense for the year.

We have no foreign operations and accordingly have no foreign income tax expense.

Income Taxes Paid

As part of the ASU 2023-09 related income tax disclosure updates, we are required to disclose income taxes paid (net of refunds received), disaggregated by jurisdiction when payments to any individual jurisdiction equal or exceed 5% of total income taxes paid.

In accordance with the transition guidance in ASU 2023-09, we have adopted the new disclosure requirements for the fiscal year ending December 31, 2025.

The disclosure is presented only for the current year, as the FASB does not require retroactive application or comparative disclosure for prior periods.

We have elected to include the income taxes paid disclosure within this footnote.

We do not pay any foreign income taxes.

The amounts disclosed below include only income taxes accounted for under ASC 740 and exclude taxes not based on income, such as the Pennsylvania Bank Shares Tax and the Ohio Financial Institution Tax.

Net income tax refunds totaled $ 22.6 million for the year ended December 31, 2025 and are disaggregated by jurisdiction as follows:

(in millions) Amount

Federal $ ( 33 )

North Carolina 3

Total state 10

Total income taxes paid (refunded) $ ( 23 )

The Federal amount reflects refunds received in 2025 related to prior year tax filings and a prior acquisition, which exceeded current year federal tax payments.

Deferred Income Taxes

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DTAs and DTLs are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.

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

We are currently evaluating income tax implications of the Act.

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

The following table presents the tax effects of significant temporary differences that give rise to federal and state DTAs and DTLs:

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Pension and other defined benefit plans ( 17 ) ( 13 )

Lease financing ( 68 ) ( 40 )

Equipment financing ( 98 ) ( 68 )

Mortgage servicing rights ( 16 ) ( 16 )

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Total deferred tax liabilities ( 247 ) ( 203 )

Net deferred tax assets $ 58 $ 121

Net deferred tax assets (liabilities) $ ( 17 ) $ 58

We establish a valuation allowance when it is more likely than not that we will not be able to realize the benefit of the DTAs or when future deductibility is uncertain.

Periodically, the valuation allowance is reviewed and adjusted based on management’s assessment of realizable DTAs.

As of December 31, 2024, the valuation allowance of $ 33.7 million primarily includes unused federal and state net operating loss carryforwards expiring from 2025 to 2044 and $ 2.6 million of state tax credit carryforwards.

We anticipate that neither the state net operating loss and state tax credit carryforwards nor the other net DTAs at certain of our subsidiaries will be utilized and, as such, have recorded a valuation allowance against the DTAs related to these items.

As of December 31, 2025, the valuation allowance of $ 30.8 million primarily includes unused state net operating loss carryforwards expiring from 2026 to 2045.

We anticipate that neither the state net operating loss nor the other net DTAs at certain of our subsidiaries will be utilized and, as such, have recorded a valuation allowance against the DTAs related to these items.

As of December 31, 2025, we had approximately $ 53.3 million of federal net operating loss and built-in loss carryforwards from acquired companies.

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With limited exception, we are no longer subject to state income tax examinations for years prior to 2022.

We have an outstanding refund request on a final tax return from an acquisition.

We do not anticipate a material reduction in the unrecognized tax benefit within the next twelve months from the expiration of statutes of limitations which would result in a reduction in income taxes.

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Tier 1 capital 4,317 11.36 2,279 6.00 3,229 8.50

Common equity tier 1 3,971 10.58 n/a n/a 2,628 7.00

CET1 4,317 11.36 n/a n/a 2,659 7.00

Leverage 4,317 9.11 n/a n/a 1,896 4.00

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Tier 1 capital 4,371 11.58 3,019 8.00 3,208 8.50

Common equity tier 1 3,882 10.41 2,423 6.50 2,610 7.00

CET1 4,291 11.37 2,453 6.50 2,642 7.00

Leverage 4,371 9.27 2,357 5.00 1,885 4.00

3 unchanged sentences

Tier 1 capital 3,971 10.58 2,253 6.00 3,191 8.50

Common equity tier 1 3,680 10.04 n/a n/a 2,565 7.00

CET1 3,971 10.58 n/a n/a 2,628 7.00

Leverage 3,971 8.75 n/a n/a 1,816 4.00

2 unchanged sentences

Tier 1 capital 3,962 10.63 2,982 8.00 3,169 8.50

Common equity tier 1 3,689 10.12 2,370 6.50 2,553 7.00

CET1 3,882 10.41 2,423 6.50 2,610 7.00

Leverage 3,962 8.78 2,257 5.00 1,806 4.00

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In addition, any such loans to a non-bank affiliate may not exceed 10% of FNBPA’s capital and surplus and the aggregate of loans to all such affiliates may not exceed 20% of FNBPA’s capital and surplus.

The maximum amount that may be borrowed by FNB affiliates under these provisions was $ 933.0 million at December 31, 2024.

The maximum amount that may be borrowed by FNB affiliates under these provisions was $ 1.0 billion at December 31, 2025.

CASH FLOW INFORMATION

3 unchanged sentences

Interest paid on deposits and other borrowings $ 942 $ 973 $ 619

Income taxes paid 58 94 81

Income taxes (refunded) paid ( 23 ) 58 94

Transfers of loans to other real estate owned 2 2 2

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We did no t have any restricted cash as of December 31, 2025, 2024 or 2023.

Supplemental non-cash information relating to the Howard and Union acquisitions is included in Note 27, Mergers and Acquisitions.

BUSINESS SEGMENTS

2 unchanged sentences

• The Community Banking segment provides commercial and consumer banking services.

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

Commercial banking solutions include corporate banking, small business banking, investment real estate financing, 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.

37 unchanged sentences

Total deposits 39,098 — — ( 339 ) 38,759

Market value of assets under management (1)

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

— 14,885 — — 14,885

27 unchanged sentences

Total deposits 37,973 — — ( 866 ) 37,107

Market value of assets under management (1)

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

— 14,217 — — 14,217

27 unchanged sentences

Total deposits 35,127 — — ( 416 ) 34,711

Market value of assets under management (1)

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

— 12,853 — — 12,853

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

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

FAIR VALUE MEASUREMENTS

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Fair value for SBA loans held for sale, when recorded, is based on independent quoted market prices and is classified as Level 2.

Indirect installment loans held for sale are carried at lower of cost or fair value, for which, periodically, it may be necessary to record non-recurring fair value adjustments.

Fair value for indirect loans held for sale, when recorded, is based on the estimated sale price and classified as Level 3.

Collateral Dependent Loans

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government agencies — 35 — 35

government-sponsored enterprises — 300 — 300

GSE — 266 — 266

Residential MBS:

Agency MBS — 800 — 800

Agency collateralized mortgage obligations — 698 — 698

Agency CMO — 601 — 601

Agency commercial MBS — 1,599 — 1,599

22 unchanged sentences

government agencies — 53 — 53

government-sponsored enterprises — 223 — 223

GSE — 300 — 300

Residential MBS:

Agency MBS — 694 — 694

Agency collateralized mortgage obligations — 832 — 832

Agency CMO — 698 — 698

Agency commercial MBS — 1,388 — 1,388

4 unchanged sentences

Loans held for sale — 214 — 214

Loans receivable — — 53 53

Derivative financial instruments

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The following table presents additional information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value:

(in millions) Other

Securities Loans Receivable Interest

(in millions) Loans Receivable Interest

Commitments Total

11 unchanged sentences

Settlements — ( 5 ) ( 5 )

Transfers into Level 3 53 — 53

Balance at end of period $ 53 $ 1 $ 54

3 unchanged sentences

See the “Securities Available for Sale” discussion within this footnote for information relating to determining Level 3 fair values.

Certain loans receivable were transferred from Level 2 to Level 3 during 2025 and 2024.

During 2025, $ 84.6 million in loans receivable were measured using the FVO at Level 3 on a recurring basis.

There were no transfers of assets or liabilities between the hierarchy levels during 2023.

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

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Collateral dependent loans $ — $ — $ 105 $ 105

Indirect installment loans held for sale — — 338 338

Other assets - MSRs — — 1 1

2 unchanged sentences

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

Consequently, the fair value information presented is not necessarily as of the period’s end.

Consequently, the fair value information presented is not necessarily

as of the period’s end.

Collateral dependent loans measured or re-measured at fair value on a non-recurring basis during 2025 had a carrying amount of $ 125.5 million, which includes an allocated ACL of $ 30.4 million.

The ACL includes a provision applicable to the current period fair value measurements of $ 58.4 million, which was included in provision for credit losses for 2025.

Indirect installment loans held for sale measured at fair value on a non-recurring basis during 2023 had a carrying amount of $ 338.3 million, which includes a valuation allowance of $ 16.7 million which was included in earnings for 2023.

MSRs measured at fair value on a non-recurring basis had a carrying value of $ 0.9 million, which included a valuation allowance of $ 0.1 million, as of December 31, 2024.

The valuation allowance includes a provision of $ 0.1 million included in earnings for 2024.

MSRs measured at fair value on a non-recurring basis had a carrying value of $ 1.9 million, and a valuation allowance of $ 0.1 million, as of December 31, 2025.

The valuation allowance does not have a provision expense in earnings for 2025.

SBA servicing assets measured at fair value on a non-recurring basis had a carrying value of $ 1.7 million.

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Increase in premises and equipment ( 5 ) ( 47 ) ( 8 )

Net cash received in business combinations — — 9

Net cash flows provided by (used in) investing activities ( 11 ) ( 50 ) ( 92 )

Financing Activities

Net decrease in advance from affiliate 9 — —

Net decrease in short-term borrowings ( 1 ) — —

Decrease in long-term debt ( 475 ) — ( 331 )

11 unchanged sentences

Interest $ 72 $ 54 $ 48

MERGERS AND ACQUISITIONS

Howard Bancorp, Inc.

On January 22, 2022, we completed our acquisition of Howard, a bank holding company headquartered in Baltimore City, Maryland.

The acquisition enhanced our presence in the Mid-Atlantic Region.

Additionally, cost savings, efficiencies and other benefits were realized from the combined operations.

On the acquisition date, Howard had assets with a net book value of approximately $ 2.4 billion, including $ 1.8 billion in both loans and deposits.

The acquisition was valued at approximately $ 443 million and resulted in the issuance of 34,074,495 shares of our common stock in exchange for 18,930,329 shares of Howard common stock.

We also acquired restricted stock units and the fully vested outstanding stock options of Howard.

This merger was accounted for in accordance with the acquisition method of accounting.

Fair values for all assets and liabilities are presented in Table 3.1.

Determining the fair value of assets and liabilities is a complex process involving significant judgment regarding estimates and assumptions used to calculate fair values.

We have completed the review of valuations for the acquired assets and liabilities.

Goodwill related to the Howard acquisition was recorded in the Community Banking business segment and is not deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange for tax purposes.

We did not record any merger expenses relating to the Howard acquisition in 2024 or 2023.

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD.

We consider various factors in connection with the identification of more-than-insignificant deterioration in credit, including

but not limited to nonperforming status, delinquency, risk ratings, loan modification classification, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination.

For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment.

As part of the Howard acquisition, we acquired PCD loans and leases of $ 186.9 million.

We established an ACL at acquisition of $ 10.0 million with a corresponding gross-up to the amortized cost of the PCD loans and leases.

The non-credit discount on the PCD loans and leases was $ 5.4 million and the Day 1 fair value was $ 171.5 million.

The initial provision expense for non-PCD loans associated with the Howard acquisition was $ 19.1 million.

We integrated the systems and the operating activities of Howard into FNB in February 2022.

Due to that integration, it is impracticable to disclose the revenue from the Howard assets acquired and income before income taxes subsequent to the acquisition.

On December 9, 2022, we completed our acquisition of Union, a bank holding company based in Greenville, North Carolina.

This acquisition further increases our presence in North Carolina and adds low-cost granular deposits which continue to be value accretive in the current economic environment.

On the acquisition date, Union had assets with a net book value of approximately $ 1.1 billion, including $ 0.7 billion in loans and $ 1.0 billion in deposits.

The acquisition was valued at approximately $ 126 million and resulted in the issuance of 9,672,691 shares of our common stock in exchange for 6,008,123 shares of Union common stock.

This merger was accounted for in accordance with the acquisition method of accounting.

Fair values for all assets and liabilities are presented in Table 3.1.

Determining the fair value of assets and liabilities is a complex process involving significant judgment regarding estimates and assumptions used to calculate fair values.

We have completed the review of valuations for the acquired assets and liabilities.

Goodwill related to the Union acquisition was recorded in the Community Banking business segment and is not deductible for income tax purposes as the acquisition was accounted for as a tax-free exchange for tax purposes.

We incurred merger expenses relating to the Union acquisition of $ 2.2 million in 2023.

We recorded core deposit intangibles of $ 41 million which reflect the much higher cost of alternative funding given the higher interest rate environment at the time of acquisition.

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered PCD.

We consider various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to non-performing status, delinquency, risk ratings, FICO scores and other qualitative factors that indicate deterioration in credit quality since origination.

For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment.

As part of the Union acquisition, we acquired PCD loans and leases of $ 36.9 million.

We established an ACL at acquisition of $ 1.8 million with a corresponding gross-up to the amortized cost of the PCD loans and leases.

The non-credit discount on the PCD loans and leases was $ 0.5 million and the Day 1 fair value was $ 34.7 million.

The initial provision expense for non-PCD loans associated with the Union acquisition was $ 9.4 million.

We integrated the systems and the operating activities of Union in December 2022.

Due to that integration, it is impracticable to disclose the revenue from the Union assets acquired and income before income taxes subsequent to the acquisition.

The following table summarizes the amounts recorded on the consolidated balance sheets as of the respective acquisition dates in conjunction with the Howard and Union acquisitions discussed above.

(in millions) Howard Union

Fair value of consideration paid $ 443 $ 126

Fair value of identifiable assets acquired:

Cash and cash equivalents 75 113

Securities 321 212

Loans 1,780 652

Core deposit and other intangible assets 19 41

Fixed and other assets 156 59

Total identifiable assets acquired 2,351 1,077

Fair value of liabilities assumed:

Deposits 1,831 956

Borrowings 247 30

Other liabilities 7 3

Total liabilities assumed 2,085 989

Fair value of net identifiable assets acquired 266 88

Goodwill recognized $ 177 $ 38

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data