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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 340 added, 153 removed, 621 unchanged (44% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This MD&A represents an overview of, and highlights, material changes to our financial condition and consolidated results of operations at and for the three-month periods ended March 31, 2026 and 2025.

This MD&A represents an overview of, and highlights, material changes to our financial condition and consolidated results of operations at and for the six-month periods ended June 30, 2026 and 2025.

This MD&A should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained herein and our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026.

Our results of operations for the three months ended March 31, 2026 are not necessarily indicative of results expected for the full year.

Our results of operations for the six months ended June 30, 2026 are not necessarily indicative of results expected for the full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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• the credit risk associated with the substantial amount of commercial loans and leases in our loan portfolio;

• the volatility of the mortgage banking business;

• the volatility of the mortgage banking business and real estate values, which can be influenced by economic conditions or trends, interest rates, and local market trends;

• changes in market interest rates, U.S.

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

• the impact of shifts in local and regional commercial real estate market conditions, interest rate fluctuations, geographic commercial office space availability and tenant demand and independent appraisal revisions and other factors beyond our control may have on our branch and headquarters properties and other real estate we own;

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

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These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP.

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

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

To facilitate peer comparisons of net interest margin and efficiency ratio, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets (loans and investments) to make it fully equivalent to interest income earned on taxable investments (this adjustment is not permitted under GAAP).

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FINANCIAL SUMMARY

Net income for the first quarter of 2026 was $137.0 million, or $0.38 per diluted common share.

Comparatively, first quarter of 2025 net income totaled $116.5 million, or $0.32 per diluted common share.

On an operating basis, there were no significant items impacting earnings for the first quarters of 2026 and 2025.

First quarter earnings per diluted common share increased 19% from the year-ago quarter and pre-provision net revenue (non-GAAP) increased 17% as we generated significant positive operating leverage with continued solid non-interest income generation and growth in net interest income.

Asset quality metrics remained at solid levels with net charge-offs of 0.18% annualized of total average loans, compared to 0.15% for the first quarter of 2025.

Our key performance metrics and capital ratios remained strong with return on average tangible common equity (non-GAAP) equaling 13.20% and tangible book value per common share (non-GAAP) of $12.06, an increase of 11% from the year-ago-quarter.

Our continued strong financial performance, investments in a resilient risk management framework and a strong balance sheet have provided us with flexibility to efficiently deploy capital to benefit our shareholders.

In April 2026, we increased our quarterly cash dividend 8% to $0.13 per share and authorized a new share repurchase program with a total of approximately $300 million available for repurchase, including the authority remaining under the previous program, as of April 15, 2026.

Net income for the second quarter of 2026 was $148.7 million, or $0.42 per diluted common share.

Comparatively, second quarter of 2025 net income totaled $130.7 million, or $0.36 per diluted common share.

Our second quarter results reflect the successful execution of our technology-focused strategic business model, highlighted by a 17% year-over-year increase in earnings per diluted common share to $0.42.

Record revenue of $463 million drove a 9% year-over-year increase in pre-provision net revenue (non-GAAP) and another quarter of positive operating leverage.

Tangible book value per common share (non-GAAP) increased 10% compared to June 30, 2025, and return on average tangible common equity (non-GAAP) equaled 14%.

Average loans and leases grew 7% annualized, linked quarter, while maintaining our strict credit discipline and originating high-quality lower risk assets in a volatile geopolitical and macroeconomic environment.

Average non-interest-bearing deposit balances grew nearly 5% annualized from the prior quarter maintaining a 26% mix of non-interest-bearing to total deposits for the seventh consecutive quarter.

During the second quarter of 2026, we repurchased $47 million, or 2.7 million shares, of common stock at a weighted average share price of $17.46 while maintaining the CET1 regulatory capital ratio at a stable level to the prior quarter at 11.4%.

Income Statement Highlights

• Net interest income totaled $359.3 million, an increase of $35.4 million, or 10.9%, from the year-ago quarter, reflecting growth in average earning assets and lower interest-bearing deposit costs, partially offset by lower yields on earning assets.

• Net interest income totaled $365.7 million, an increase of $18.5 million, or 5.3%, from the year-ago quarter, reflecting growth in average earning assets and lower interest-bearing deposit costs and borrowing costs, partially offset by lower yields on earning assets.

• The net interest margin (FTE) (non-GAAP) increased 6 basis points to 3.25% from the year-ago quarter primarily driven by a decrease in cost of funds by 27 basis points, partially offset by a decrease of 20 basis points in the yield on earning assets.

• Total revenue totaled $450.3 million, a 9.4% increase from the year-ago quarter, driven by continued solid non-interest income generation and growth in net interest income.

• The provision for credit losses was $18.5 million, an increase of 5.6% from the year-ago quarter, with net charge-offs of $15.9 million, or 0.18% annualized of total average loans, compared to $12.5 million , or 0.15% annualized, in the year-ago quarter, reflecting continued proactive management of the loan portfolio.

• Non-interest income totaled $91.0 million, an increase of $3.2 million, or 3.7%, from the year-ago quarter.

• Non-interest expense totaled $257.9 million, an increase of $11.1 million, or 4.5%, compared to the year-ago quarter.

The FOMC has lowered the target federal funds rate by 175 basis points since August 2024.

• Total revenue equaled $462.7 million, a 5.6% increase from the year-ago quarter, driven by continued solid non-interest income generation and growth in net interest income.

• The provision for credit losses was $21.4 million, a decrease of 16.6% from the year-ago quarter, with net charge-offs of $17.0 million, or 0.19% annualized of total average loans, compared to $21.8 million , or 0.25% annualized, in the year-ago quarter, reflecting continued proactive management of the loan portfolio.

• Strong non-interest income totaled $97.0 million, an increase of $6.0 million, or 6.6%, linked quarter, benefiting from our diversified business model and related revenue generation.

Non-interest income increased $5.9 million, or 6.5%, from the year-ago quarter.

• Pre-provision net revenue (non-GAAP) totaled $209.4 million, an 8.8% increase from the prior quarter, driven by record total revenue and well-managed non-interest expenses.

• Non-interest expense totaled $253.2 million, an increase of $7.0 million, or 2.9%, compared to the year-ago quarter, primarily due to increases in salaries and employee benefit costs, net occupancy and equipment expense and outside services expense.

Balance Sheet Highlights

• For the quarter ending March 31, 2026, average loans and leases totaled $34.9 billion, an increase of $849.4 million, or 2.5%, over the quarter ending March 31, 2025, primarily driven by average consumer loan growth of $1.1 billion, partially offset by a decrease of $219.0 million in average commercial loans and leases.

In December 2025, we transferred approximately $200 million of performing residential mortgage loans to held-for-sale in anticipation of a loan sale that closed in February 2026 as part of balance sheet management actions.

• On a linked-quarter basis, period-end total consumer loans and commercial loans and leases increased $198.2 million and $136.0 million, respectively, as loan activity began to accelerate late in the first quarter of 2026.

• Average deposits totaled $38.4 billion, an increase of $1.4 billion, or 3.8%, from the year-ago quarter as the growth in average money market deposits of $1.0 billion, average interest-bearing demand deposits of $241.0 million and average non-interest-bearing demand deposits of $180.3 million more than offset the declines in average savings deposits of $42.0 million and average time deposits of $30.7 million.

• On a linked-quarter basis, period-end total deposits increased $141.8 million, with deposit growth more than offsetting seasonal outflows during the quarter.

• The loan-to-deposit ratio was 90.3% at March 31, 2026, compared to 89.7% at December 31, 2025 and 91.9% at March 31, 2025.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO increased 3 basis points from the

prior quarter to 0.34%.

Compared to March 31, 2025, the ratio decreased 14 basis points.

Total delinquency decreased 1 basis point to 0.74%, compared to 0.75% at March 31, 2025, and increased 3 basis points from the prior quarter.

• For the quarter ending June 30, 2026, average loans and leases totaled $35.5 billion, an increase of $1.0 billion, or 2.9%, over the quarter ending June 30, 2025, primarily driven by average consumer loan growth of $1.1 billion more than offsetting a slight decrease of $66.7 million in average commercial loans and leases.

• On a linked-quarter basis, total average consumer loans and average commercial loans and leases increased $362.6 million, or 10.5% annualized, and $238.6 million, or 4.6% annualized, respectively.

• Average deposits totaled $38.7 billion, an increase of $1.5 billion, or 4.1%, from the year-ago quarter with growth in average money market deposits of $727.3 million, average interest-bearing demand deposits of $541.0 million, average non-interest-bearing demand deposits of $129.8 million, average time deposits of $71.0 million and $65.4 million in average savings deposits.

• On a linked-quarter basis, total average deposits increased $293.3 million driven by growth in average non-interest-bearing demand deposits of $114.0 million, average time deposits of $119.3 million and average interest-bearing deposits of $75.8 million.

• The loan-to-deposit ratio was 92.5% at June 30, 2026, compared to 90.3% at March 31, 2026 and 91.9% at June 30, 2025.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO decreased 3 basis points from the prior quarter to 0.31%.

Total delinquency was 0.71%, a 3 basis point decline from the prior quarter.

The overall asset quality metrics remain at solid levels, reflecting continued proactive management of the loan portfolio.

• The ACL on loans and leases was $443.0 million, an increase of $14.2 million compared to March 31, 2025, driven primarily by loan growth, with the ratio of the ACL to total loans and leases increasing 1 basis point to 1.26%.

• Tangible book value per common share (non-GAAP) of $12.06 increased 11.4% compared to March 31, 2025, and 1.6% compared to December 31, 2025.

Reflecting the impact of unrealized losses on AFS securities.

AOCI reduced the tangible book value per common share (non-GAAP) by $0.24 as of March 31, 2026, compared to a reduction of $0.34 as of March 31, 2025, and $0.18 as of December 31, 2025.

• The CET1 capital ratio was 11.4%, compared to 10.7% at March 31, 2025 and 11.4% at December 31, 2025.

The tangible common equity to tangible assets ratio (non-GAAP) was 8.9%, compared to 8.4% at March 31, 2025 and 8.9% at December 31, 2025.

• During the first quarter of 2026, we repurchased $35 million, or 2.0 million shares, of our common stock at a weighted average share price of $17.41.

In April 2026, we announced that our Board of Directors authorized a new share repurchase program.

Including the authority remaining under the previous program, total repurchase capacity is approximately $300 million at April 15, 2026.

• In April 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.13, an 8% increase, beginning with the common dividend payable on June 15, 2026 as part of our strategic actions to deploy capital, resulting from sustained exceptional financial performance to continue to benefit FNB shareholders.

• The ACL on loans and leases was $447.3 million, an increase of $15.3 million compared to June 30, 2025, driven primarily by loan growth, with the ratio of the ACL to total loans and leases remaining stable at 1.25%.

• Tangible book value per common share (non-GAAP) of $12.24 increased $1.10, or 9.9%, compared to June 30, 2025, and 1.5% compared to March 31, 2026.

Reflecting the impact of unrealized losses on AFS securities, AOCI reduced the tangible book value per common share (non-GAAP) by $0.29 as of June 30, 2026, compared to a reduction of $0.26 as of June 30, 2025, and $0.24 as of March 31, 2026.

• The CET1 capital ratio was 11.4%, compared to 10.8% at June 30, 2025 and 11.4% at March 31, 2026.

The tangible common equity to tangible assets ratio (non-GAAP) was 8.9%, compared to 8.5% at June 30, 2025 and 8.9% at March 31, 2026.

• During the second quarter of 2026, we repurchased $47 million, or 2.7 million shares, of our common stock at a weighted average share price of $17.46.

Three Months Ended

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Tangible book value per common share (non-GAAP) $ 12.24 $ 11.14

(1) Operating results equaled reported results as there were no significant items impacting earnings for the first quarters of 2026 and 2025.

Six Months Ended

Year-to-Date Results Summary 2026 2025

Reported results (1)

Net income available to common shareholders (millions) $ 285.8 $ 247.2

Earnings per diluted common share 0.80 0.68

Average diluted common shares outstanding (thousands) 358,819 362,664

(1) Operating results equaled reported results as there were no significant items impacting earnings for the periods presented.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Net income for the first three months of 2026 was $137.0 million, or $0.38 per diluted common share, compared to $116.5 million, or $0.32 per diluted common share for the first three months of 2025.

On an operating basis, there were no significant items impacting earnings for the first quarters of 2026 and 2025.

Net interest income totaled $359.3 million, an increase of $35.4 million, or 10.9%, compared to $323.8 million, reflecting growth in average earning assets and lower interest-bearing deposit costs, partially offset by balance growth in higher yielding deposit products.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

Net income for the three months ended June 30, 2026 was $148.7 million, or $0.42 per diluted common share, compared to $130.7 million, or $0.36 per diluted common share, for the three months ended June 30, 2025.

There were no significant items impacting earnings for the second quarters of 2026 and 2025.

Net interest income totaled $365.7 million, an increase of $18.5 million, or 5.3%, reflecting growth in earning assets and lower interest-bearing deposit costs, partially offset by lower yields on earning assets.

The net interest margin (FTE) (non-GAAP) increased 6 basis points to 3.25%.

Total cost of funds decreased 31 basis points to 2.01% with a 36 basis point decrease in interest-bearing deposit costs to 2.40% and a 57 basis point decrease in total borrowing costs.

The yield on earning assets (non-GAAP) declined 9 basis points to 5.14%, driven by a 12 basis point decline in yields on loans to 5.56%, offset by a 13 basis point increase in yields on investment securities to 3.54%.

The FOMC has lowered the target federal funds rate by 175 basis points since August 2024.

The provision for credit losses for the first three months of 2026 totaled $18.5 million, compared to $17.5 million.

Net charge-offs for the first three months of 2026

totaled $15.9 million, or 0.18% annualized of total average loans, compared to $12.5 million, or 0.15% annualized.

Non-interest income totaled $91.0 million, compared to $87.8 million, reflecting increased capital markets income, wealth management revenue and other non-interest income.

Non-interest expense totaled $257.9 million, increasing $11.1 million, or 4.5%.

Net occupancy and equipment expense increased $5.1 million, or 11.1%, primarily due to technology-related investments and higher occupancy costs, which included unusually high seasonal snow removal costs.

The provision for credit losses was $21.4 million, compared to $25.6 million.

Non-interest income increased $5.9 million, or 6.5%, primarily due to increases in wealth management revenue, bank owned life insurance, capital markets income and other non-interest income.

Non-interest expense for the second quarter of 2026 increased $7.0 million, or 2.9%, primarily due to increases in salaries and employee benefit costs, net occupancy and equipment expense and outside services expense.

Financial highlights are summarized below:

Three Months Ended

March 31, $ %

(dollars in thousands, except per share data) 2026 2025 Change Change

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

Three Months Ended March 31,

Three Months Ended June 30,

(dollars in thousands) Average

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Net Interest Income

Net interest income on an FTE basis (non-GAAP) totaled $362.4 million, increasing $35.6 million, or 10.9%, reflecting growth in average earning assets and lower interest-bearing deposit costs, partially offset by lower yields on earning assets.

Net interest income on an FTE basis (non-GAAP) totaled $368.8 million, increasing $18.6 million, or 5.3%, reflecting growth in average earning assets and lower interest-bearing deposit costs and borrowing costs, partially offset by lower yields on earning assets.

The net interest margin (FTE) (non-GAAP) increased 6 basis points to 3.25%.

The yield on earning assets (non-GAAP) decreased 20 basis points to 5.13%, driven by a 27 basis point decline in yields on loans to 5.52%, partially offset by a 16 basis point increase in yields on investment securities to 3.62%.

Total cost of funds decreased 31 basis points to 2.01%, with a 36 basis point decrease in interest-bearing deposit costs to 2.40% and a 57 basis point decrease in total borrowing costs.

Total cost of funds decreased 27 basis points to 1.99%, with a 50 basis point decrease in total borrowing costs to 4.21% and a 30 basis point decrease in interest-bearing deposit costs to 2.36%.

The FOMC has lowered the target federal funds rate by 175 basis points since August 2024.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on average interest-earning assets and the average volume and rates paid for average interest-bearing liabilities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:

Interest income on an FTE basis (non-GAAP) of $581.1 million, decreased $4.6 million, or 0.8%, resulting from lower yields on loans and leases of 27 basis points, partially offset by growth in average earning assets of $1.4 billion.

The increase in average earning assets was primarily driven by a $1.0 billion, or 2.9%, increase in average loans and leases and an increase of $378.5 million in average investment securities.

Interest expense of $212.3 million for the second quarter of 2026 decreased $23.2 million from the same quarter of 2025, primarily due to a 27 basis point reduction in the cost of funds, partially offset by the growth in average interest-bearing deposits.

Average total deposits increased $1.5 billion, or 4.1%, reflecting solid organic growth in new and existing customer relationships.

The funding mix was stable with non-interest-bearing demand deposits comprising 26% of total deposits at both June 30, 2026 and June 30, 2025.

Average short-term borrowings increased $229.6 million, or 12.2%, at lower rates paid, while average long-term borrowings decreased $740.0 million, or 27.0%, which included the maturity of $350 million in senior notes in August 2025 and $100 million in subordinated notes in October 2025, combined with decreases in average long-term FHLB borrowings.

The decrease in total cost of funds is comprised of a 50 basis point decrease in total borrowing costs and a 30 basis point decrease in interest-bearing deposit costs to 2.36%.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the three months ended June 30, 2026, compared to the three months ended June 30, 2025:

(in thousands) Volume Rate Net

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

Interest income on an FTE basis (non-GAAP) of $572.4 million, increased $10.0 million, or 1.8%, resulting from growth in average earning assets of $1.5 billion.

The increase in average earning assets was primarily driven by an $849.4 million, or 2.5%, increase in average loans and leases and an increase of $420.9 million in average investment securities, partially offset by a reduction in yield of 9 basis points of interest earning assets.

Interest expense of $210.0 million decreased $25.6 million primarily due to a 31 basis point reduction in the cost of funds, partially offset by the growth in average interest-bearing deposits.

Average total deposits increased $1.4 billion, or 3.8%, reflecting robust organic growth in new and existing customer relationships.

The funding mix was stable with non-interest-bearing demand deposits comprising 26% of total deposits at both March 31, 2026 and March 31, 2025.

Average short-term borrowings increased $604.4 million, or 44.0%, at lower yields while our average long-term borrowings decreased $843.1 million, or 29.8%, which included the maturity of $350 million in senior notes in August 2025 and $100 million in subordinated notes in October 2025, combined with a decline in average long-term FHLB borrowings.

The decrease in total cost of funds is comprised of a 57 basis point decrease in total borrowing costs and a 36 basis point decrease in interest-bearing deposit costs to 2.40%.

Provision for Credit Losses

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

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

Three Months Ended

March 31, $ %

(dollars in thousands) 2026 2025 Change Change

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Provision for unfunded loan commitments

(82) 694 (776) (111.8)

Total provision for credit losses on loans and leases 21,216 25,653 (4,437) (17.3)

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Net loan charge-offs (annualized) / total average loans and leases 0.19 % 0.25 %

The provision for credit losses on loans and leases was $18.4 million, compared to $17.5 million for the first three months of 2025.

The first three months of 2026 included net charge-offs of $15.9 million, or 0.18% annualized of total average loans, compared to $12.5 million, or 0.15% annualized, in the first three months of 2025, reflecting continued proactive management of the loan portfolio.

The ACL on loans and leases was $443.0 million, an increase of $14.2 million, with the ratio of the ACL to total loans and leases increasing 1 basis point to 1.26%.

Provision for credit losses on loans and leases for the second quarter of 2026 declined $4.4 million, or 17.3%, and reflected net charge-offs of $17.0 million, or 0.19% annualized of total average loans, compared to $21.8 million, or 0.25% annualized, in the second quarter of 2025, reflecting continued proactive management of the loan portfolio.

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

Non-Interest Income

The breakdown of non-interest income for the three months ended March 31, 2026 and 2025 is presented in the following table:

The breakdown of non-interest income for the three months ended June 30, 2026 and 2025 is presented in the following table:

Three Months Ended

March 31, $ %

(dollars in thousands) 2026 2025 Change Change

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Total non-interest income $ 96,951 $ 91,015 $ 5,936 6.5 %

Total non-interest income increased by $5.9 million, or 6.5%, to $97.0 million for the second quarter of 2026, compared to $91.0 million for the second quarter of 2025.

The variances in the individual non-interest income items are explained in the following paragraphs.

Wealth management revenues increased $1.6 million, or 7.8%, as securities commissions and fees and trust services income increased 7.0% and 8.5%, respectively, through continued strong contributions across the geographic footprint and a $1.1 billion, or 7.5%, increase in the market value of assets under administration to $15.5 billion at June 30, 2026.

Capital markets income increased $1.1 million, or 16.2%, reflecting solid revenue from international banking income, customer interest rate derivatives and debt capital markets, and early contributions from investment banking and public finance.

Mortgage banking operations income decreased $1.0 million, or 15.7%, primarily driven by net fair value adjustments from pipeline hedging activity given the volatility of interest rates during the quarter.

Bank owned life insurance income increased $1.5 million, or 38.9%, reflecting higher life insurance claims.

Other non-interest income increased $1.0 million, or 16.8%, primarily due to higher residual gains on equipment leases.

Non-Interest Expense

The breakdown of non-interest expense for the three months ended June 30, 2026 and 2025 is presented in the following table:

Three Months Ended

(dollars in thousands) 2026 2025 Change Change

Salaries and employee benefits $ 135,603 $ 129,842 $ 5,761 4.4 %

Net occupancy 20,755 19,299 1,456 7.5

Equipment 28,962 27,988 974 3.5

Outside services 28,246 25,317 2,929 11.6

Marketing 3,954 5,017 (1,063) (21.2)

FDIC insurance 8,278 8,922 (644) (7.2)

Bank shares tax 4,442 3,960 482 12.2

Other 23,009 25,880 (2,871) (11.1)

Total non-interest expense $ 253,249 $ 246,225 $ 7,024 2.9 %

Total non-interest expense for the second quarter of 2026 increased $7.0 million, or 2.9%, from the same period of 2025.

The variances in the individual non-interest expense items are explained in the following paragraphs.

Salaries and employee benefits increased $5.8 million, or 4.4%, primarily reflecting normal annual merit increases and strategic hiring associated with our efforts to grow market share and support strategic technology initiatives.

Net occupancy and equipment increased $2.4 million, or 5.1%, primarily due to technology-related investments and higher occupancy costs.

Outside services increased $2.9 million, or 11.6%, driven by higher third-party legal and consulting costs.

Marketing expense decreased $1.1 million, or 21.2%, due to the timing of various marketing promotions.

The following table presents information regarding income tax expense and certain tax rates:

Three Months Ended

(dollars in thousands) 2026 2025

Income tax expense $ 39,343 $ 35,715

Effective tax rate 20.9 % 21.5 %

Statutory federal tax rate 21.0 21.0

Income tax expense was higher for the second quarter of 2026 primarily due to higher pre-tax income, offset by higher deduction levels from employee stock compensation vesting and higher bank-owned life insurance claims.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Net income for the first six months of 2026 was $285.8 million, or $0.80 per diluted common share, compared to $247.2 million, or $0.68 per diluted common share, for the first six months of 2025.

There were no significant items impacting earnings for the first six months of 2026 and 2025.

Net interest income totaled $725.0 million, an increase of $54.0 million, or 8.0%, compared to $671.0 million, reflecting growth in average earning assets and lower interest-bearing deposit costs and borrowing costs, partially offset by a lower yield on interest earning assets.

The net interest margin (FTE) (non-GAAP) increased 14 basis points to 3.25%.

The provision for credit losses for the first six months of 2026 totaled $39.8 million, compared to $43.1 million.

Net charge-offs for the first six months of 2026 totaled $32.8 million, or 0.19% annualized of total average loans, compared to $34.3 million, or 0.20% annualized.

Non-interest income totaled $187.9 million, an increase of $9.2 million, or 5.1%, compared to $178.8 million, reflecting increased capital markets income, wealth management revenue and other non-interest income.

Non-interest expense totaled $511.1 million, increasing $18.1 million, or 3.7%, reflecting increased salaries and employee benefit costs, net occupancy and equipment expense and outside services expense.

Financial highlights are summarized below:

Six Months Ended

(dollars in thousands, except per share data) 2026 2025 Change Change

Net interest income $ 725,001 $ 671,041 $ 53,960 8.0 %

Provision for credit losses 39,823 43,090 (3,267) (7.6)

Non-interest income 187,936 178,781 9,155 5.1

Non-interest expense 511,114 493,036 18,078 3.7

Income taxes 76,233 66,511 9,722 14.6

Net income $ 285,767 $ 247,185 $ 38,582 15.6 %

Earnings per common share – Basic $ 0.80 $ 0.68 $ 0.12 17.6 %

Earnings per common share – Diluted 0.80 0.68 0.12 17.6

Cash dividends per common share 0.25 0.24 — 4.2

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

Six Months Ended

Return on average equity 8.46 % 7.76 %

Return on average tangible common equity (1)

Return on average assets 1.15 1.02

Return on average tangible assets (1)

Equity to assets 13.41 13.12

Average equity to average assets 13.58 13.17

Tangible common equity to tangible assets (1)

CET1 capital ratio 11.37 10.79

Dividend payout ratio 31.46 35.42

Book value per common share $ 19.34 $ 18.17

Tangible book value per common share (1)

Six Months Ended June 30,

(dollars in thousands) Average

Balance Interest

Expense Yield/

Balance Interest

Expense Yield/

Interest-bearing deposits with banks $ 1,679,386 $ 29,304 3.52 % $ 1,732,129 $ 34,861 4.06 %

Taxable investment securities (1)

6,944,551 124,547 3.59 6,512,930 111,590 3.43

Tax-exempt investment securities (1)(2)

975,340 17,195 3.52 1,007,379 17,501 3.47

Loans held for sale 382,093 13,546 7.09 214,605 8,040 7.49

Loans and leases (2) (3)

35,202,425 968,971 5.54 34,277,885 976,142 5.73

Total interest-earning assets (2)

45,183,795 1,153,563 5.13 43,744,928 1,148,134 5.28

Cash and due from banks 375,521 394,636

Allowance for credit losses (449,976) (433,039)

Premises and equipment 567,798 547,190

Other assets 4,498,089 4,541,924

Total assets $ 50,175,227 $ 48,795,639

Interest-bearing demand $ 6,579,581 36,567 1.12 $ 6,187,745 35,199 1.15

Money market 11,695,904 169,908 2.93 10,809,047 182,300 3.40

Savings 3,099,230 13,208 0.86 3,087,255 14,941 0.98

Certificates and other time 7,253,147 118,112 3.28 7,232,714 134,578 3.75

Total interest-bearing deposits 28,627,862 337,795 2.38 27,316,761 367,018 2.71

Short-term borrowings 2,042,746 37,456 3.69 1,626,785 34,235 4.23

Long-term borrowings 1,993,303 47,042 4.76 2,784,543 69,784 5.05

Total interest-bearing liabilities 32,663,911 422,293 2.61 31,728,089 471,037 2.99

Non-interest-bearing demand deposits 9,885,610 9,730,677

Total deposits and borrowings 42,549,521 2.00 41,458,766 2.29

Other liabilities 811,692 910,946

Total liabilities 43,361,213 42,369,712

Shareholders’ equity 6,814,014 6,425,927

Total liabilities and shareholders’ equity $ 50,175,227 $ 48,795,639

Net interest-earning assets $ 12,519,884 $ 12,016,839

Net interest income (FTE) (2)

731,270 677,097

Tax-equivalent adjustment (6,269) (6,056)

Net interest income $ 725,001 $ 671,041

Net interest spread 2.52 % 2.29 %

Net interest margin (2)

3.25 % 3.11 %

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

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

The yield on earning assets and the net interest margin are presented on an FTE basis (non-GAAP).

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

(3) Average loans and leases consist of average total loans, including non-accrual loans, less average unearned income.

Net Interest Income

Net interest income on an FTE basis (non-GAAP) totaled $731.3 million, increasing $54.2 million, or 8.0%, reflecting growth in average earning assets and lower interest-bearing deposit costs and borrowing costs, partially offset by lower yields on earning assets.

The net interest margin (FTE) (non-GAAP) increased 14 basis points to 3.25%.

The yield on earning assets (non-GAAP) decreased 15 basis points to 5.13%, driven by a 19 basis point decline in yields on loans to 5.54%, partially offset by a 15 basis point increase in yields on investment securities to 3.58%.

Total cost of funds decreased 29 basis points to 2.00%, with a 33 basis point decrease in interest-bearing deposit costs to 2.38% and a 53 basis point decrease in total borrowing costs.

The FOMC has lowered the target federal funds rate by 175 basis points since August 2024.

Interest income on an FTE basis (non-GAAP) of $1.2 billion, increased $5.4 million, or 0.5%, resulting from growth in average earning assets of $1.4 billion, partially offset by a decrease in yield.

The increase in average earning assets was primarily driven by a $924.5 million, or 2.7%, increase in average loans and leases and an increase of $399.6 million in average investment securities.

Interest expense of $422.3 million decreased $48.7 million primarily due to a 29 basis point reduction in the cost of funds, partially offset by the growth in average interest-bearing deposits.

Average total deposits increased $1.5 billion, or 4.0%, reflecting solid organic growth in new and existing customer relationships.

The funding mix was stable with non-interest-bearing demand deposits comprising 26% of total deposits at both June 30, 2026 and June 30, 2025.

Average short-term borrowings increased $416.0 million, or 25.6%, at lower yields, while average long-term borrowings decreased $791.2 million, or 28.4%, which included the maturity of $350 million in senior notes in August 2025 and $100 million in subordinated notes in October 2025, combined with a decline in average long-term FHLB borrowings.

The decrease in total cost of funds is comprised of a 53 basis point decrease in total borrowing costs and a 33 basis point decrease in interest-bearing deposit costs to 2.38%.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on average interest-earning assets and the average volume and rates paid for average interest-bearing liabilities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025:

(in thousands) Volume Rate Net

Interest Income (1)

Interest-bearing deposits with banks $ (944) $ (4,613) $ (5,557)

Investment securities (2)

9,206 3,445 12,651

Loans held for sale 5,931 (425) 5,506

Loans and leases (2)

20,909 (28,080) (7,171)

Total interest income (2)

35,102 (29,673) 5,429

Interest Expense (1)

Interest-bearing demand 4,201 (2,833) 1,368

Money market 12,906 (25,298) (12,392)

Savings 551 (2,284) (1,733)

Certificates and other time 1,175 (17,641) (16,466)

Short-term borrowings 8,538 (5,317) 3,221

Long-term borrowings (19,456) (3,286) (22,742)

Total interest expense 7,915 (56,659) (48,744)

Net change (2)

$ 27,187 $ 26,986 $ 54,173

(1) The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.

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

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

Provision for Credit Losses

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

Six Months Ended

(dollars in thousands) 2026 2025 Change Change

Provision for credit losses on loans and leases $ 40,648 $ 43,578 $ (2,930) (6.7) %

Provision for unfunded loan commitments (1,015) (432) (583) (135.0)

Total provision for credit losses on loans and leases 39,633 43,146 (3,513) (8.1)

Provision for investment securities 190 (56) 246 439.3

Total provision for credit losses $ 39,823 $ 43,090 $ (3,267) (7.6) %

Net loan charge-offs $ 32,845 $ 34,322 $ (1,477) (4.3) %

Net loan charge-offs (annualized) / total average loans and leases 0.19 % 0.20 %

The provision for credit losses on loans and leases was $39.6 million, compared to $43.1 million for the first six months of 2025.

The first six months of 2026 included net charge-offs of $32.8 million, or 0.19% annualized of total average loans, compared to $34.3 million, or 0.20% annualized, in the first six months of 2025, reflecting continued proactive management of the loan portfolio.

The ACL on loans and leases was $447.3 million, an increase of $15.3 million, with the ratio of the ACL to total loans and leases remaining stable at 1.25%.

Non-Interest Income

The breakdown of non-interest income for the six months ended June 30, 2026 and 2025 is presented in the following table:

Six Months Ended

(dollars in thousands) 2026 2025 Change Change

Service charges $ 46,519 $ 45,285 $ 1,234 2.7 %

Interchange and card transaction fees 25,790 25,624 166 0.6

Trust services 25,405 23,991 1,414 5.9

Insurance commissions and fees 11,634 10,901 733 6.7

Securities commissions and fees 18,485 17,702 783 4.4

Capital markets income 14,815 12,220 2,595 21.2

Mortgage banking operations 11,664 13,299 (1,635) (12.3)

Dividends on non-marketable equity securities 12,978 11,728 1,250 10.7

Bank owned life insurance 9,441 9,188 253 2.8

Net securities gains (losses) 29 58 (29) (50.0)

Other 11,176 8,785 2,391 27.2

Total non-interest income $ 187,936 $ 178,781 $ 9,155 5.1 %

Total non-interest income increased $9.2 million, or 5.1%.

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

Service charges increased by $1.2 million driven by solid treasury management activity and higher consumer transaction volume.

Wealth management revenues increased $2.2 million, or 5.3%, as trust services income and securities commissions and fees increased 5.9% and 4.4%, respectively, through continued strong contributions across the geographic footprint.

Capital markets income increased $1.5 million, or 27.8%, reflecting solid contributions from debt capital markets, swap fees and international banking income.

Bank-owned life insurance decreased $1.2 million, or 23.2%, due to higher life insurance claims in the year-ago quarter.

Other non-interest income was $4.2 million and $2.8 million for the first three months of 2026 and 2025, respectively, with the first three months of 2026 higher due to miscellaneous gains.

Capital markets income increased $2.6 million, or 21.2%, reflecting solid contributions from debt capital markets, customer interest rate derivative revenue and international banking income.

Mortgage banking operations income decreased $1.6 million, or 12.3%, primarily driven by net fair value adjustments from pipeline hedging activity and increased MSR amortization from elevated payoff activity.

Dividends on non-marketable equity securities increased $1.3 million, or 10.7%, primarily due to an increase in the average balance of FHLB stock held.

Other non-interest income was $11.2 million and $8.8 million for the first six months of 2026 and 2025, respectively, with the increase primarily due to higher residual gains on equipment leases.

Non-Interest Expense

The breakdown of non-interest expense for the three months ended March 31, 2026 and 2025 is presented in the following table:

Three Months Ended

March 31, $ %

The breakdown of non-interest expense for the six months ended June 30, 2026 and 2025 is presented in the following table:

Six Months Ended

(dollars in thousands) 2026 2025 Change Change

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Total non-interest expense $ 511,114 $ 493,036 $ 18,078 3.7 %

Total non-interest expense of $257.9 million for the first three months of 2026 increased $11.1 million, a 4.5% increase from the same period of 2025.

Total non-interest expense for the first six months of 2026 increased $18.1 million, a 3.7% increase from the same period of 2025.

The variances in the individual non-interest expense items are further explained in the following paragraphs.

Net occupancy and equipment expense of $50.7 million increased $5.1 million, or 11.1%, primarily due to technology-related investments and higher occupancy costs, which included unusually high seasonal snow removal costs.

Marketing decreased $1.0 million, or 21.3%, primarily due to the timing of certain marketing campaigns.

FDIC insurance decreased $1.0 million, or 12.2%, primarily due to improved credit quality, which has led to a lower FDIC assessment rate.

Other non-interest expense was $29.3 million and $22.5 million for the first three months of 2026 and 2025, respectively, with the increase due to higher fraud losses, various litigation-related expenses and the impact of Community Uplift, an affordable mortgage down payment assistance program.

Salaries and employee benefits increased $6.3 million, or 2.4%, primarily reflecting normal annual merit increases and strategic hiring associated with our efforts to grow market share and support strategic technology initiatives.

Net occupancy and equipment expense increased $7.5 million, or 8.1%, primarily due to technology-related investments and higher occupancy costs, which included unusually high seasonal snow removal costs in the first quarter of 2026.

Outside services expense increased $3.0 million, or 5.9%, driven by higher third-party legal and consulting costs.

Marketing expense decreased $2.0 million, or 21.2%, primarily due to the timing of certain marketing campaigns.

FDIC insurance decreased $1.7 million, or 9.6%, primarily due to a lower FDIC assessment rate.

Other non-interest expense was $52.4 million and $48.4 million for the first six months of 2026 and 2025, respectively, with the increase due to higher fraud losses, various litigation-related expenses and the impact of Community Uplift, an affordable mortgage down payment assistance program.

The following table presents information regarding income tax expense and certain tax rates:

Three Months Ended

Six Months Ended

(dollars in thousands) 2026 2025

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Statutory federal tax rate 21.0 21.0

Income tax expense was higher for the three months ended March 31, 2026, primarily due to higher pre-tax income.

Income tax expense was higher for the six months ended June 30, 2026, primarily due to higher pre-tax income, offset slightly by higher deduction levels from employee stock compensation vesting.

FINANCIAL CONDITION

The following table presents our condensed Consolidated Balance Sheets:

(dollars in millions) March 31,

(dollars in millions) June 30,

2026 December 31,

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Following is a summary of loans and leases:

(dollars in millions) March 31,

(dollars in millions) June 30,

2026 December 31,

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Following is a summary of non-performing assets:

(dollars in millions) March 31,

(dollars in millions) June 30,

2026 December 31,

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Total non-performing assets $ 112 $ 108 $ 4 3.7 %

Non-performing assets increased $12.2 million, from $108.4 million at December 31, 2025 to $120.5 million at March 31, 2026, with the ratio of non-performing loans and OREO to total loans and leases and OREO increasing 3 basis points to 0.34% and levels remaining at or near historically low levels.

Non-performing assets increased $3.9 million, or 3.7%, from December 31, 2025, with the ratio of non-performing loans and OREO to total loans and leases and OREO remaining flat at 0.31% and levels remaining at or near historically low levels.

Allowance for Credit Losses on Loans and Leases

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

At March 31, 2026 and December 31, 2025, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment.

For our ACL calculation at March 31, 2026, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 4.0% over our R&S forecast period, (ii) a CRE Price Index, which increases 1.3% over our R&S forecast period, (iii) S&P Volatility, which

increases 17.5% in 2026 and decreases 4.6% in 2027 and (iv) personal and business bankruptcies, which increase and decrease, respectively, over the R&S forecast period but average below the historical through-the-cycle period.

At June 30, 2026 and December 31, 2025, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment.

For our ACL calculation at June 30, 2026, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 4.1% over our R&S forecast period, (ii) a CRE Price Index, which increases 0.9% over our R&S forecast period, (iii) S&P Volatility, which increases 19.1% in 2026 and decreases 7.4% in 2027 and (iv) personal and business bankruptcies, which increase and decrease, respectively, over the R&S forecast period but average below the historical through-the-cycle period.

Macroeconomic variables that we utilized for our ACL calculation as of December 31, 2025 included, but were not limited to:

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Net Loan Charge-Offs Net Loan Charge-Offs to Average Loans ACL at

Three Months Ended

March 31, Three Months Ended

March 31, March 31,

Six Months Ended

June 30, Six Months Ended

June 30, June 30,

(dollars in millions) 2026 2025 2026 2025 2026

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Allowance for credit losses/non-performing loans 404.31 % 370.72 %

The ACL on loans and leases of $443.0 million at March 31, 2026 increased $3.5 million, or 0.8%, from December 31, 2025 with our ending ACL coverage ratio stable at 1.26%.

The ACL as a percentage of non-performing loans for the total portfolio decreased to 377% as of March 31, 2026, compared to 418% as of December 31, 2025, with coverage levels remaining at historically high levels.

Total provision for credit losses for the three months ended March 31, 2026 was $18.5 million, compared to $17.5 million for the same period in 2025.

Net charge-offs were $15.9 million for the three months ended March 31, 2026, compared to $12.5 million for the first three months of 2025.

The ACL on loans and leases of $447.3 million at June 30, 2026 increased $7.8 million, or 1.8%, from December 31, 2025, while our ending ACL coverage ratio declined 1 basis point to 1.25%.

The ACL as a percentage of non-performing loans for the total portfolio increased to 404% as of June 30, 2026, compared to 371% as of June 30, 2025 and decreased from 418% as of December 31, 2025, with coverage levels remaining at historically high levels.

Total provision for credit losses for the six months ended June 30, 2026 was $39.8 million, compared to $43.1 million for the same period in 2025.

Net charge-offs were $32.8 million for the six months ended June 30, 2026, compared to $34.3 million for the first six months of 2025.

Our primary source of funds is deposits.

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Following is a summary of deposits:

(dollars in millions) March 31,

(dollars in millions) June 30,

2026 December 31,

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Total deposits $ 38,679 $ 38,759 $ (80) (0.2) %

Total deposits increased $141.8 million, or 0.4%, from December 31, 2025, due to growth in new and existing customer relationships.

The mix of non-interest-bearing demand deposits to total deposits was stable at 26% at both June 30, 2026 and December 31, 2025.

We ended the quarter with approximately 76% of all deposits insured by the FDIC or collateralized.

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

During the first quarter of 2026, we repurchased $35.3 million, or 2.0 million shares, of common stock at a weighted average share price of $17.41.

During the second quarter of 2026, we repurchased $47.0 million, or 2.7 million shares, of common stock at a weighted average share price of $17.46, as we focused on optimizing capital deployment with our strong retained earnings.

In April 2026, we announced that our Board of Directors authorized a new share repurchase program.

Including the authority remaining under the previous program, total repurchase capacity is $300 million.

Including the authority remaining under the previous program, total repurchase capacity is approximately $253 million at June 30, 2026.

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

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Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and ratios of total, tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined).

Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future business and corporate strategies.

Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and

possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future business and corporate strategies.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FNB and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.

FNB’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

At March 31, 2026, the capital levels of both FNB and FNBPA exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered “well-capitalized” for regulatory purposes.

At June 30, 2026, the capital levels of both FNB and FNBPA exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered “well-capitalized” for regulatory purposes.

In this volatile economic and uncertain environment, we frequently run stress tests for a variety of economic situations, including severely adverse scenarios.

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(dollars in millions) Amount Ratio Amount Ratio Amount Ratio

As of March 31, 2026

As of June 30, 2026

Total capital $ 5,079 13.00 % $ 3,908 10.00 % $ 4,103 10.50 %

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Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act)

The Dodd-Frank Act broadly affects the financial services industry by establishing a framework for systemic risk oversight, creating a resolution authority for institutions determined to be systemically important, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies and containing numerous other provisions aimed at strengthening the sound operation of the financial services sector that significantly change the system of regulatory oversight as

described in more detail under Part I, Item 1, “Business - Government Supervision and Regulation” included in our 2025 Annual Report on Form 10-K as filed with the SEC on February 24, 2026.

Our primary liquidity management goal is to satisfy the cash flow requirements of customers and the operating cash needs of FNB with cost-effective funding.

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

During the first quarter of 2026, FNBPA paid dividends to the parent of $75 million, an increase of $20 million when compared to the fourth quarter of 2025, and within the regulatory capacity to pay dividends to FNB.

During the second quarter of 2026, FNBPA paid dividends to the parent of $95 million, an increase of $20 million when compared to the first quarter of 2026, and well within the regulatory capacity to pay dividends to FNB.

The Board of Directors regularly reviews appropriate levels of dividends from subsidiaries.

In addition, we repurchased $35.3 million, or 2.0 million shares, of FNB stock at an average cost of $17.41.

In April 2026, we announced that our Board of Directors authorized a new share repurchase program.

Including the authority remaining under the previous program, total repurchase capacity is approximately $300 million as of April 15, 2026.

The parent company's cash position at March 31, 2026 was $277.0 million.

During the second quarter of 2026, we repurchased $47 million, or 2.7 million shares, of FNB stock at an average cost of $17.46.

Including the authority remaining under the previous program, total repurchase capacity is approximately $253 million as of June 30, 2026.

The parent company's cash position at June 30, 2026 was $272.9 million.

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

Additionally, in April 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.13, an 8% increase, beginning with the common dividend payable on June 15, 2026.

Additionally, in April 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.13, an 8% increase, beginning with the common dividend paid on June 15, 2026.

Two metrics that are used to gauge the adequacy of the parent company’s cash position are the Liquidity Coverage Ratio (LCR) and Months of Cash on Hand (MCH).

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Parent company cash on hand (millions) $ 272.9 $ 288.3 n/a

The LCR at March 31, 2026 decreased primarily due to the timing of stock repurchases and dividends from the bank subsidiary.

The LCR at June 30, 2026 decreased primarily due to the timing of stock repurchases and dividends from the bank subsidiary.

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

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

These successful strategies resulted in total deposit growth of $141.8 million, or 0.4%, compared to December 31, 2025, with interest-bearing deposits and non-interest-bearing demand deposits increasing $52.9 million and $88.9 million, respectively.

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

Our loan to deposit ratio stood at 90.3% at March 31, 2026, compared to 89.7% at December 31, 2025.

At March 31, 2026, approximately 76% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2025 levels.

Our cash balances held at the FRB were $2.2 billion at March 31, 2026 and $2.1 billion at December 31, 2025.

Total average deposits increased $28.5 million compared to December 31, 2025, with average interest-bearing deposits increasing $104.9 million and average non-interest-bearing demand deposits decreasing $76.3 million.

The mix of non-interest-bearing demand deposits to total deposits remained stable with both the prior quarter and December 31, 2025 at 26%.

Our loan to deposit ratio stood at 92.5% at June 30, 2026, compared to 89.7% at December 31, 2025.

At June 30, 2026, approximately 76% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2025 levels.

Our cash balances held at the FRB were $1.9 billion at June 30, 2026 and $2.1 billion at December 31, 2025.

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

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

(dollars in millions) March 31,

(dollars in millions) June 30,

2026 December 31,

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Salable unpledged government and agency securities $ 1,461 $ 1,183

Salable unpledged government and agency securities as a % of FNBPA assets 2.6 % 2.4 %

Cash and salable unpledged government and agency securities as a % of FNBPA assets 6.7 % 6.5 %

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

Through various actions, management increased availability from this source to $3.4 billion.

Through various actions, including optimizing collateral between FHLB and FRB plus pledging additional loans to the FRB, management has increased availability from this source to $3.5 billion from $1.1 billion at December 31, 2022.

We have no borrowings under this facility.

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

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

At March 31, 2026, FNBPA has $3.5 billion of cash and salable unpledged government and agency securities representing 7.0% of total assets, compared to $3.3 million and 6.5% at December 31, 2025.

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

At June 30, 2026, FNBPA has $3.4 billion of cash and salable unpledged government and agency securities representing 6.7% of total assets, compared to $3.3 billion and 6.5% at December 31, 2025.

This compares to a policy minimum of 3.0%.

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

The following liquidity gap analysis as of March 31, 2026 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals.

The following liquidity gap analysis as of June 30, 2026 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals.

Management calculates this ratio at least quarterly and it is reviewed regularly by ALCO.

Management monitors the size of the liquidity gaps so that sources and uses of funds are reasonably matched in the normal course of business and in relation to implied forward rate expectations.

A reasonably matched position lays a better foundation for dealing with additional funding needs during a potential liquidity crisis.

A reasonably matched position lays a strong foundation for managing future loan and deposit growth while providing flexibility to manage future interest rate exposures.

A positive gap position means that more assets are expected to mature over the next 12 months than liabilities.

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Cumulative Gap to Total Assets (0.6) % (2.3) % (4.3) % (3.4) %

The twelve-month cumulative gap to total assets ratio was (3.0)% as of March 31, 2026, compared to (2.2)% as of December 31, 2025.

The twelve-month cumulative gap to total assets ratio was (3.4)% as of June 30, 2026, compared to (2.2)% as of December 31, 2025.

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

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

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

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

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

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

Interest rate risk is comprised of repricing risk, basis risk, yield curve risk and options risk.

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Reviewing these various measures provides us with a comprehensive view of our interest rate risk profile, which provides the basis for balance sheet management strategies.

The following repricing gap analysis as of March 31, 2026 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing.

The following repricing gap analysis as of June 30, 2026 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing.

The allocation of non-maturity deposits and customer repurchase agreements to the one-month maturity category below is based on the estimated sensitivity of each product to changes in market rates.

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

As a result of management's strategies to reduce its asset sensitive position, the twelve-month cumulative repricing gap to total assets was 3.0% as of March 31, 2026, down from 3.2% at December 31, 2025.

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

As a result of management's strategies to organically reduce its asset sensitive position, the twelve-month cumulative repricing gap to total assets was 2.9% as of June 30, 2026, down from 3.2% at December 31, 2025.

Management's intention is to maintain a near neutral interest rate risk (IRR) position.

Specific actions during the second quarter of 2026 included lengthening the average term of newly originated time deposits by 2.1 months to 9.6 months, when compared to the prior quarter to offset the IRR impacts of short-term borrowings which remain benchmarked to the front end of the interest rate curve.

These actions provide flexibility as we continue to evaluate the potential for rising interest rates and our current IRR position.

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

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

We also model rate scenarios which move all rates in an immediate and parallel fashion (Rate Shocks) and

model scenarios that gradually change the shape of the yield curve.

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

The variance percentages represent the change between the net interest income and EVE calculated under the particular rate scenario compared to the net interest income and EVE that was calculated assuming market rates as of March 31, 2026.

The calculated results do not reflect management's potential actions.

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

Total variable and adjustable-rate loans were 63.1% and 63.4% of total net loans and leases at March 31, 2026 and December 31, 2025, respectively.

Total variable and adjustable-rate loans were 63.4% of total net loans and leases at both June 30, 2026 and December 31, 2025.

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

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

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

During the first three months of 2026, management adjusted the IRR position by purchasing investment securities with an average duration of 4.5 years, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, strategically meeting our customers' preferences for deposit products with shorter-term time deposits and maintaining borrowings with variable rates and varying maturities.

As a result, the net interest income percentage change over 12 months shown above in both the up and down rate ramp scenarios is, as intended, closer to neutral when compared to December 31, 2025.

Management continues to be proactive in managing our IRR position with the intention to maintain exposures around the current near neutral levels.

During the first six months of 2026, management adjusted the IRR position by purchasing investment securities with an average duration of 4.5 years, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, originating commercial adjustable rate loans with shorter term reset periods, strategically meeting our customers' preferences for deposit products with shorter-term time deposits and maintaining borrowings with variable rates and varying maturities.

As a result, the net interest income percentage change over 12 months shown above in both the up and down rate ramp scenarios is, as intended, essentially unchanged when compared to December 31, 2025.

We also utilize derivatives to manage the IRR position.

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

At June 30, 2026 the notional balance of these transactions totaled $1.5 billion.

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

We typically enter into offsetting third-party contracts with reputable counterparties with substantially matching terms to economically hedge the exposure related to these derivatives.

At March 31, 2026, the commercial customer-related interest rate swaps totaled $5.9 billion (notional), down from $6.1 billion (notional) at December 31, 2025.

For additional information regarding interest rate swaps, see Note 11, "Derivative Instruments and Hedging Activities" in the Notes to Consolidated Financial Statements in this Report.

We typically enter into offsetting third-party contracts with reputable

counterparties with substantially matching terms to economically hedge the exposure related to these derivatives.

At June 30, 2026, the commercial customer-related interest rate derivatives totaled $5.9 billion (notional), down from $6.1 billion (notional) at December 31, 2025.

For additional information regarding interest rate derivatives, see Note 11, "Derivative Instruments and Hedging Activities" in the Notes to Consolidated Financial Statements in this Report.

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

Asset/liability models require certain assumptions to be made, such as prepayment rates on interest-earning assets and repricing impact on non-maturity deposits,

which may differ from actual experience.

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

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

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our relative positions in the markets in which we compete;

our various risk exposures and risk management policies and activities;

our various risk exposures, our strong credit risk management and other risk management policies and activities;

pending litigation and other contingencies;

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

The following table presents the credit ratings for FNB and FNBPA as of March 31, 2026:

FNB and FNBPA are rated investment grade by three of the Nationally Recognized Statistical Rating Organizations.

The following table presents the credit ratings for FNB and FNBPA as of June 30, 2026:

Moody's Standard & Poor's Kroll

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

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

The three lines model consists of:

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

The three-line model consists of:

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

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

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

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

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

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

The Risk Committee and RMC are supported by other risk management

committees, including Credit Risk Committees, the Operational Risk Committee, the Compliance Risk Committee and the ALCO.

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

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

remain consistent with our risk appetite given the current economic and regulatory environments, as well as shareholders' expectations.

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

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

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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS TO GAAP

Reconciliations of non-GAAP operating measures and key performance indicators discussed in this Report to the most directly comparable GAAP financial measures are included in the following tables.

Reconciliations of non-GAAP financial measures and key performance indicators discussed in this Report to the most directly comparable GAAP financial measures are included in the following tables.

Return on average tangible common equity

Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2026 2025 2026 2025

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Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2026 2025 2026 2025

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Tangible book value per common share

(dollars in thousands, except per share data) March 31, 2026 March 31, 2025

(dollars in thousands, except per share data) June 30, 2026 June 30, 2025

Total shareholders’ equity $ 6,838,456 $ 6,523,791

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Tangible common equity to tangible assets

(dollars in thousands) March 31, 2026 March 31, 2025

(dollars in thousands) June 30, 2026 June 30, 2025

Total shareholders' equity $ 6,838,456 $ 6,523,791

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Three Months Ended

(in thousands) 2026 2025

(in thousands) June 30, 2026 March 31, 2026 June 30, 2025

Net interest income $ 365,723 $ 359,278 $ 347,196

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Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2026 2025 2026 2025

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis