FNB CORP/PA/ 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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. Information required by this item is set forth in “Report of Management on F.N.B. Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” in Item 8 of this Report. CHANGES IN 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. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, no director or officer of FNB adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS NONE. 157 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVES OFFICERS AND CORPORATE GOVERNANCE 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 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. Election of Our Board of Directors • Corporate Governance • Executive Officers • Security Ownership of Certain Beneficial Owners—Delinquent Section 16(a) Reports (if applicable) Insider Trading Policy 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 incorporated by reference in Exhibit 19.1 of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information regarding our executive compensation will be set forth in the following sections of the 2026 Proxy Statement and this information is incorporated herein by reference. • Compensation Committee Interlocks and Insider Participation • Compensation Discussion and Analysis • Compensation Committee Report 158 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information concerning security ownership of certain beneficial owners and management not otherwise included herein will be set forth in the 2026 Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners”, and such information is incorporated herein by reference. The following table provides information related to equity compensation plans as of December 31, 2025: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Stock Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Stock Options, Warrants and Rights Number of Securities Remaining for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 3,484,248 (1) n/a 7,545,673 (2) (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 restricted stock awards granted under various plans. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding certain relationships and related transactions will be set forth in the following sections of the 2026 Proxy Statement, and such information is incorporated herein by reference: • Corporate Governance—Related Persons Transactions • Corporate Governance—Director Independence ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our independent registered public accounting firm is Ernst and Young LLP , located in Pittsburgh, PA and their Public Company Accounting Oversight Board (United States) firm identification number is 42 . Information regarding principal accountant fees and services will be set forth in the 2026 Proxy Statement under the heading “Audit and Non-Audit Fees”, and such information is incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) FINANCIAL STATEMENTS The Consolidated Financial Statements of F.N.B. Corporation and subsidiaries required in response to this item are incorporated by reference to Item 8 of this Report. 159 Table of Contents (b) EXHIBITS The following exhibits are filed or incorporated by reference as part of this report: Exhibit Number Description 2.1. Agreement and Plan of Merger, dated as of May 31, 2022, between F.N.B. Corporation and UB Bancorp (Incorporated by reference to Exhibit 2.1. of FNB's Current Report on Form 8-K filed on June 1, 2022). 3.1. Articles of Incorporation of F.N.B. Corporation, effective as of August 30, 2016 (Incorporated by reference to Exhibit 3.1. of FNB’s Current Report on Form 8-K12B filed on August 30, 2016). 3.2. 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). 4.1. 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). 4.2. 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. 10.1. (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. of FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 000-08144)). * 10.2. F.N.B. 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). * 10.3. 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). * 10.4. 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). * 10.5. Employment Agreement between F.N.B. Corporation, First National Bank of Pennsylvania and Vincent J. Delie, Jr. (Incorporated by reference to Exhibit 10.1. of FNB’s Current Report on Form 8-K filed on December 21, 2010). * 10.6. Employment Agreement between F.N.B. Corporation and Vincent J. Calabrese (Incorporated by reference to Exhibit 10.1. of FNB’s Current Report on Form 8-K filed on February 26, 2013). * 10.7A. 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). * 10.7B. 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). * 10.8A. 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). * 10.8B. 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). * 10.9. 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). * 10.10. F.N.B. 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). * 10.11. 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). * 10.12. Executive Retention Life Insurance Agreement, dated as of November 3, 2022, between Vincent J. Delie, Jr. and FNB Corporation (Incorporated by reference to Exhibit 10.1. of FNB's Quarterly report on Form 10-Q for the quarter ended September 30, 2022 filed on November 4, 2022). * 160 Table of Contents Exhibit Number Description 10.13. 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). * 19.1. 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). 21.1. Subsidiaries of the Registrant (filed herewith). 23.1. Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith). 31.1. Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302 (filed herewith). 31.2. Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302 (filed herewith). 32.1. Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 906 (furnished herewith). 32.2. Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 906 (furnished herewith). 97.1. F.N.B. 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). 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 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. (P) Paper filing. (c) SCHEDULES No financial statement schedules are being filed because of the absence of conditions under which they are required or because the required information is included in the Consolidated Financial Statements and related notes thereto. ITEM 16. FORM 10-K SUMMARY NONE. 161 Table of Contents SIGNATURES 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. F.N.B. CORPORATION By /s/ Vincent J. Delie, Jr. Vincent J. Delie, Jr. Chairman, President and Chief Executive Officer Date February 24, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Vincent J. Delie, Jr. Chairman, President and Chief Executive Officer February 24, 2026 Vincent J. Delie, Jr. (Principal Executive Officer) /s/ Vincent J. Calabrese, Jr. Chief Financial Officer February 24, 2026 Vincent J. Calabrese, Jr. (Principal Financial Officer) /s/ James L. Dutey Corporate Controller February 24, 2026 James L. Dutey (Principal Accounting Officer) /s/ Pamela A. Bena Director February 24, 2026 Pamela A. Bena /s/ William B. Campbell Director February 24, 2026 William B. Campbell /s/ James D. Chiafullo Director February 24, 2026 James D. Chiafullo /s/ Mary Jo Dively Director February 24, 2026 Mary Jo Dively /s/ David J. Malone Director February 24, 2026 David J. Malone /s/ Frank C. Mencini Director February 24, 2026 Frank C. Mencini /s/ David L. Motley Director February 24, 2026 David L. Motley /s/ Heidi A. Nicholas Director February 24, 2026 Heidi A. Nicholas 162 Table of Contents /s/ John S. Stanik Director February 24, 2026 John S. Stanik /s/ William J. Strimbu Director February 24, 2026 William J. Strimbu 163