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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-27 · 38 added, 70 removed, 126 unchanged (46% of the section changed)

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

FNB’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of FNB’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report.

Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, FNB’s disclosure controls and procedures were effective.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Under the supervision and with the participation of FNB’s management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report.

Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, FNB’s disclosure controls and procedures were effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING.

2 unchanged sentences

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

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

No changes were made to our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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

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

The other information required by this item will be set forth in the following sections of our definitive proxy statement to be filed with the SEC in connection with our 2026 annual meeting of shareholders (the "2026 Proxy Statement"), which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our fiscal year ended December 31, 2025, and this information is incorporated herein by reference.

• Proposal 1.

2 unchanged sentences

• Executive Officers

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

• Security Ownership of Certain Beneficial Owners—Delinquent Section 16(a) Reports (if applicable)

Insider Trading Policy

We have adopted the F.N.B.

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

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

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

A copy of the F.N.B.

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

Corporation Insider Trading Policy is incorporated by reference in Exhibit 19.1 of this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

21 unchanged sentences

Equity compensation plans approved by security holders 3,484,248 (1) n/a 7,545,673 (2)

Equity compensation plans not approved by security holders 24,201 (3) $ 10.72 n/a

(1) Restricted common stock awards subject to forfeiture.

The shares of restricted stock vest over periods ranging from three to five years from the award date.

(2) Represents shares of common stock registered with the SEC which are eligible for issuance pursuant to stock option or restricted stock awards granted under various plans.

(3) Represents the securities to be issued upon exercise of stock options that we assumed in various acquisitions.

We do not intend to grant any new awards under these plans.

(2) Represents shares of common stock registered with the SEC which are eligible for issuance pursuant to restricted stock awards granted under various plans.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

11 unchanged sentences

Exhibit Number Description

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

Corporation and Howard Bancorp, Inc.

(Incorporated by reference to Exhibit 2.1.

of FNB's Current Report on Form 8-K filed on July 13, 2021).

Agreement and Plan of Merger, dated as of May 31, 2022, between F.N.B.

5 unchanged sentences

Bylaws of F.N.B.

Corporation, effective as of February 21, 2024.

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

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

(Incorporated by reference to Exhibit 4.8 of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2019).

Corporation, effective as of February 21, 2024 (Incorporated by reference to Exhibit 3.2.

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

Description of the Registrants securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (Incorporated by reference to Exhibit 4.8.

of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2019).

There are no instruments with respect to long-term debt of FNB and its subsidiaries that involve securities authorized under the instrument in an amount exceeding 10 percent of the total assets of FNB and its subsidiaries on a consolidated basis.

FNB agrees to provide the SEC with a copy of instruments defining the rights of holders of long-term debt of FNB and its subsidiaries upon request.

(P) Form of Deferred Compensation Agreement by and between First National Bank of Pennsylvania and four of our executive officers.

(Incorporated by reference to Exhibit 10.3.

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

Amendment to Deferred Compensation Agreement of Stephen J.

(Incorporated by reference to Exhibit 10.2.

of FNB’s Current Report on Form 8-K filed on December 22, 2008).

(P) Basic Retirement Plan (formerly the Supplemental Executive Retirement Plan) of F.N.B.

Corporation effective January 1, 1992.

(Incorporated by reference to Exhibit 10.9.

Corporation effective January 1, 1992 (Incorporated by reference to Exhibit 10.9.

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

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

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

Form of Indemnification Agreement for directors.

(Incorporated by reference to Exhibit 10.1.

Corporation 2022 Incentive Compensation Plan amended and restated March 11, 2024 (Incorporated by reference to Annex D of FNB’s 2024 Proxy Statement filed on March 29, 2024).

Form of Indemnification Agreement for directors (Incorporated by reference to Exhibit 10.1.

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

Form of Indemnification Agreement for officers.

(Incorporated by reference to Exhibit 10.2.

Form of Indemnification Agreement for officers (Incorporated by reference to Exhibit 10.2.

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

5 unchanged sentences

Corporation and Vincent J.

(Incorporated by reference to Exhibit 10.1.

Calabrese (Incorporated by reference to Exhibit 10.1.

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

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

(filed herewith).

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

(filed herewith).

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

(Incorporated by reference to Exhibit 10.15A.

Form of Combined Performance-Based Restricted Stock Unit Award and Performance Unit Award Agreement (ROATCE) (Incorporated by reference to Exhibit 10.14A.

of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

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

(Incorporated by reference to Exhibit 10.15B.

Form of Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ICG Growth) (Incorporated by reference to Exhibit 10.14B.

of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

Form of Time-Based Restricted Stock Unit Award Agreement.

(Incorporated by reference to Exhibit 10.16.

Form of Combined Performance-Based Restricted Stock Unit Award and Performance Unit Award Agreement (ROATCE) (Incorporated by reference to Exhibit 10.15A.

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

Form of Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ICG Growth) (Incorporated by reference to Exhibit 10.15B.

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

Form of Time-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.16.

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

Corporation Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1.

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

Exhibit Number Description

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

Form of director Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2.

of FNB's Quarterly report on Form 10-Q for the quarter ended June 30, 2022 filed on August 5, 2022).

Executive Retention Life Insurance Agreement, dated as of November 3, 2022, between Vincent J.

1 unchanged sentence

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

Exhibit Number Description

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

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

Code of Ethics.

(Incorporated by reference to Exhibit 99.3.

Insider Trading Policy (Incorporated by reference to Exhibit 19.1.

of FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

19.1 Insider Trading Policy.

(filed herewith).

Subsidiaries of the Registrant.

(filed herewith).

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

(filed herewith).

Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302.

(filed herewith).

Certification of Chief Financial Officer Sarbanes-Oxley Act Section 302.

(filed herewith).

Certification of Chief Executive Officer Sarbanes-Oxley Act Section 906.

(furnished herewith).

Certification of Chief Financial Officer Sarbanes-Oxley Act Section 906.

(furnished herewith).

Corporation Compensation Recoupment (Clawback) Policy.

( Incorporated by reference to Exhibit 97.

Subsidiaries of the Registrant (filed herewith).

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).

Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302 (filed herewith).

Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302 (filed herewith).

Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 906 (furnished herewith).

Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 906 (furnished herewith).

Corporation Compensation Recoupment (Clawback) Policy (Incorporated by reference to Exhibit 97.

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

6 unchanged sentences

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this Report.

* Management contracts and compensatory plans or arrangements.

(P) Paper filing.

1 unchanged sentence

FORM 10-K SUMMARY

Not Applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

28 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures