FNB 10-K & 10-Q changes, risk factors and insider trading

•Future changes to our eligibility to participate in the programs offered by the government-sponsored enterprises (GSEs)GSE and other secondary purchasers, or the loan criteria of the GSEsGSE and other secondary purchasers could also result in a lower volume of corresponding loan originations and sales.

The monetary, tax and other policies of the U.S. Government and its agencies also have a significant impact on interest rates and overall financial market performance. The FRB regulates the national supply of bank credit and certain interest rates through the implementation of certain monetary policies and actions. Due to elevated levels of inflation and corresponding pressure to raise interest rates, the FRB announced in January 2022 that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time, which it did from March 2022 to July 2023. The FOMC began cutting the target federal funds rate in September 2024, most recently to a range of 4.25% to 4.50%, as announced in its FOMC policy statement issued on December 18, 2024. Economists are projecting that the target funds rate will likely decline further in small periodic increments, however the timing, extent, and frequency of suchinterest reductionsrate remainchanges is uncertain.

We maintain an investment portfolio consisting of various high-quality liquid fixed-income securities. The total carrying value of the AFS securities portfolio as of December 31, 2024 was $3.5 billion with an estimated duration of approximately 2.9 years. The nature of fixed-income securities is such that changes in market interest rates impact the value of these assets. Based on the duration of our AFS securities portfolio, a one percent increase or decrease in market rates is projected to positively or negatively impact the market value of the AFS securities portfolio by approximately $100 million. Increases or decreases in market interest rates are expected to further increase or decrease our AOCI (loss) and thereby decrease or increase shareholders’ equity. Further, the FRB and the OCC may consider increases in AOCI when evaluating our regulatory capital position, although current capital regulations permit AOCI to be excluded from capital for institutions of our size.

InBank failures can result from the wakesudden withdrawal of thehigh failuresvolumes of Silicondeposits Valleythat Bank (SIVB), Signature Bank (SBNY) and First Republic Bank (FRC), which theexceed FDIC concludedinsured werelimits. generated by, in significant part,As a high volume of uninsured deposits,result, many large depositors across the industry have withdrawn deposits in excess of applicable deposit insurance limits and deposited these funds in otherlarger financial institutions.institutions they deem less likely to be affected by this condition. In many instances, this has resulted in depositors movedmoving these funds into money market mutual funds or other similar securities accounts in an effort to diversify the risk of furtherpotential bank failure(s).

If a significant portion of our deposits were to be withdrawn within a short period of time such that additional sources of funding would be required to meet withdrawal demands, we may be unable to obtain funding at favorable terms, which may have an adverse effect on our net interest margin. Moreover, obtaining adequate funding to meet our deposit obligations may be more challenging during periods of elevated prevailing interest rates, such as the present period.rates. Our ability to attract depositors during a time of actual or perceived distress or instability in the marketplace may be limited. Further, interest rates paid for borrowings generally exceed the interest rates paid on deposits. This spread may be exacerbated by higher prevailing interest rates. In addition, because our AFS investment securities lose value when interest rates rise, after-tax proceeds resulting from the sale of such assets may be diminished during periods when interest rates are elevated. Under such circumstances, we may be required to access funding from sources such as the FRB’s discount window in order to manage our liquidity risk.

Increasing, complex, evolving and conflicting federal government policies, regulatory, stakeholder, and other third-party expectations on ESGsustainability, human capital and DEIsocial mattersgovernance (Corporate Responsibility) practices could adversely affect our reputation, expose us to government investigations and enforcement actions, litigation and our access to capital and the market price of our securities.

We are subject to a variety of risks arising from environmental,various socialCorporate and governance (ESG) and diversity, equity and inclusion (DEI)Responsibility matters, which include, among other things, climateenvironmental change,sustainability, human capital,capital and human resource practices, and human rights. Risks arising from such matters may adversely affect, among other things, our reputation and the market price of our securities.

While we engage in various initiatives to help manage our sustainability and governance profile and respond to stakeholder expectations, which continue to evolve, such initiatives can be costly and may not have the desired effect. Moreover, stakeholder expectations are not uniform, and bothadvocates opponentswith andvarying proponentsexpectations ofon variousCorporate ESG- and DEI-relatedResponsibility matters have increasingly resulted in a range of activism to advocate forpromote their positions.

In addition to the potential for broader "anti-ESG/DEI" policies and laws, onOn January 20, 2025, Presidentthe TrumpU.S. administration issued an Executive Order requiring all federal agencies to terminate any policies, programs, mandates, guidance, regulations, and other actions and orders establishing DEI-based preferences, and to enforce federal civil rights laws to combat such preferences, mandates, policies, programs and activities of entities operating in the private sector. Further, the Executive Order directs federal agencies to take appropriate action to discourage private sector DEI-based initiatives. While the enforceability of the Executive Order and the steps that various federal agencies may take in response to it are uncertain at this time, the Executive Order signals a material shift in federal DEI policy that reasonably can be expected to have implications for the private sector, including the banking industry. In this regard, any scrutiny by federal government authorities of our human capital and strategic businesses practices, or those of the banking sector generally, may have a material adverse effect on us. Please refer to Item 1 – “Business – Human Capital.”

Navigating varying expectations of federal government policymakers and otherour various stakeholders hasexpose us to potential inherent costs, and any failure to successfully navigate such expectations may expose us to negative publicity, shareholder activism, and litigation or other engagement from pro-stakeholders andwho anti-ESG/DEIhave stakeholders,differing viewpoints, as well as the potential for civil investigations and enforcement by federal governmental authorities. We could be required to incur significant costs responding to any such activity and our relationships and reputation with our existing and prospective customers and third parties with which we do business could be affected as well. This could have an adverse effect on our ability to attract and retain customers and employees and could have a negative impact on the market price for our securities. Certain of our customers, suppliers, or other stakeholders are also subject to such expectations and risks, which may result in additional or augmented risks to us.

Our continued success and future growth depend heavily on our ability to attract and retain highly skilled, diverseskilled and motivated banking professionals. We compete against many institutions with greater financial resources both within our industry and in other industries to attract these qualified individuals. Our failure to recruit and retain adequate talent could reduce our ability to compete successfully and adversely affect our business and profitability.

Our financial performance depends, to a certain extent, upon global, domestic and local economic and political conditions, as well as governmental monetary policies. Conditions such as changes in interest rates, money supply, levels of employment and other factors beyond our control may have a negative impact on economic activity. Any contraction of economic activity, including an economic downturn or recession or an inflationary environment, may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. In particular, interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, specifically, the FRB. New appointments to the FRB, or increased political pressures on the FRB, could impact monetary policy, which will directly impact our liquidity, results of operations, financial condition and capital position.

Adverse economic developments, specifically including inflation-related impacts, may have a negative effect on the ability of our borrowers to make timely repayments of their loans or to finance future home purchases. According to the FRB’s November 2024 Financial Stability Report, aggregate commercial real estate (CRE) prices measured in inflation-adjusted terms were little changed over the prior six months of the report, with the pace of prior declines appearing to have slowed broadly across CRE sectors. This Financial Stability Report notes that these prices still may not fully reflect the deterioration in CRE market prices because, rather than realizing losses, many owners wait for more favorable conditions to put their properties on the market. The report also notes that the strains on the office sector resulting from an ongoing post-pandemic adjustment have continued to mount. However, the outlook for CRE remains dependent on the broader economic environment and, specifically, how major subsectors respond to a rising interest rate environment and higher prices for commodities, goods and services. In addition, this Financial Stability Report notes that residential real estate values have continued to increase over the prior six months from the report from prices that were already elevated relative to historical standards. The report suggests that valuations in housing markets remained stretched. In any case, creditCredit performance over the medium-and long-term is susceptible to economic and market forces and therefore forecasts remain uncertain, with some degree of instability in the CRE markets expected in the coming quarters as loans are refinanced in markets with higher vacancy rates under current economic conditions. Instability and uncertainty in the commercial and residential real estate markets, as well as in the broader commercial and retail credit markets, could have a material adverse effect on our financial condition and results of operations.

The banking and financial services industry continually undergoes technological changes, with frequent introductions of new technology-driven products and services, including recent and rapid developments in artificial intelligence.AI. The effective use of technology increases efficiency and enables financial institutions to better compete for and serve customers and reduce costs. Our future success will depend, in part, on our ability to conveniently address customer needs by using secure technology to provide products and services that will satisfy customer demands, as well as create additional efficiencies in our operations. Many of our larger competitors have greater resources to invest in technological improvements, and we may not effectively implement new technology-driven products and services or do so as quickly as our competitors. Failure to successfully keep pace with technological change affecting the banking and financial services industry could negatively affect our revenue and profitability.

In addition, transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased over the course of the last several years. Certain characteristics of digital asset transactions, including their speed and anonymity are appealing to certain consumers notwithstanding the various risks posed by such transactions. Accordingly, digital asset service providers - which, at present are not subject to the same extensive regulation as banking organizations and other financial institutions - have become active competitors for our customers' banking business. The process of eliminating banks as intermediaries, known as "disintermediation," could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. On July 18, 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act, or the “GENIUS Act,” was signed into U.S. law, establishing a federal licensing and supervisory framework for payment stablecoins and their issuers. Compliance with these requirements involves maintaining adequate asset reserves, extensive reporting obligations, independent audits, and increased supervisory oversight. The GENIUS Act may accelerate and increase the competition that non-traditional financial institutions pose to banks’ payment services, but may also create opportunities for banks to hold stablecoin reserve assets, custody stablecoins, or issue stablecoins. Any potential involvement in issuing or supporting payment stablecoins could expose us to regulatory compliance risks, increased operational costs, and evolving legal uncertainties.

As part of our business, we collect, process and retain sensitive and confidential client and customer information in both paper and electronic form and rely heavily on communications and information systems for these functions. This information includes non-public, personally-identifiable information that is protected under applicable federal and state laws and regulations. Additionally, certain of these data processing functions are not handled by us directly, but are outsourced to third-party providers. We have experienced cyber-attacks in the past, none of which have had a material impact on our business or operations, and expect to continue to be the target of cyber-attacks. Our current facilities and systems, as well as those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism and other physical security threats, computer viruses or compromises, ransomware attacks, social engineering attacks, misplaced or lost data, programming and/or human errors or other similar events.events, any of which could be enhanced or facilitated by AI. While we have policies, procedures and practices designed to prevent or limit the effect of the failure, interruption, or security breach of our communications and information systems, we cannot completely ensure that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. Any security breach involving the misappropriation, loss or other unauthorized disclosure of our confidential business, employee or customer information, whether originating with us, our vendors or retail businesses, could severely damage our reputation, expose us to the risks of civil litigation and liability, require the payment of regulatory fines or penalties or undertaking of costly remediation efforts with respect to third parties affected by a security breach, disrupt our operations, and have a material adverse effect on our business, financial condition and results of operations.

As technology advances, the ability and speed to initiate transactions and access data has also become more widely distributed among mobile devices, personal computers, automated teller machines, remote deposit capture sites and similar access points, some of which are not controlled or secured by us. It is possible that we could have exposure to liability and suffer losses as a result of a security breach or cyber-attack that occurred through nosystems faultthat ofare ours.not controlled by us. Although we maintain specific “cyber” insurance coverage, the amount or form of coverage may not be adequate in any particular case. As cyber threats continue to evolve and increase, we may be required to spend significant additional resources to continue to modify or enhance our protective and preventative measures or to investigate and remediate any information security vulnerabilities.

Our day-to-day operations rely heavily on the proper functioning of products, information systems and services provided by third-party, externalthird-party vendors.

We rely on quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as determining the pricing of various products, developing presentations made to market analysts and others, creating loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy, developing strategic planning initiatives, capital stress testing and calculating regulatory capital levels, as well as to estimate the value of financial instruments and balance sheet items. Poorly designed or implemented models,models present the risk that our business decisions based on information incorporating models,models will be adversely affected due to the inadequacy of such information. For example, operational errors in the development or implementation of models, use of models beyond the scope of the assumptions and limitations for the models to work appropriately, or reliance on biased or erroneous outputs generated by AI could lead to errors that can adversely affect managerial decisions and business judgments. Also, information we provide to the public or to our regulators based on poorly designed or implemented models could be inaccurate or misleading. Certain decisions that regulators make, including those related to capital distributions and dividends to our shareholders, could be adversely affected due to the regulator’s perception that the quality of the models used to generate our relevant information is insufficient.

The economy of the markets in our footprint is affected, from time to time, by adverse weather events and other disruptions, including as a result of public health issues. We cannot predict whether, or to what extent, damage caused by future weather conditions or other disruptions will affect our operations, customers or the economies in our markets. Weather events could cause a disruption in our day-to-day business activities in branches within our markets, a decline in loan originations, destruction or decline in the value of properties securing our loans, or an increase in the risks of delinquencies, foreclosures, and loan losses. Even if a weather event does not cause any physical damage in our markets, it could affect the market value of property within our footprint, particularly agricultural interests, which are highly sensitive to excessive rainfall or droughts.footprint.

Our ability to complete an acquisition may be dependent on regulatory agencies with responsibilities for reviewing or approving the transaction, which could delay, restrictively condition or result in denial of an acquisition, or otherwise limit the benefits of the acquisition. Changes in regulatory rules or standards or the application of those rules or standards, or future regulatory initiatives designed to mitigate risk or promote competition may also limit our ability to complete an acquisition (see discussion in Part I, Business under Government Supervision and Regulation, Expansion and Acquisitions). Further, once an acquisition is completed, it may be difficult for us to integrate the acquired business with our operations and we may not see the anticipated benefits of any such acquisition.

Under regulatory capital adequacy guidelines and other regulatory requirements, FNB and FNBPA must meet guidelines subject to qualitative judgments by regulators about components, risk weightings and other factors. On July 27, 2023, the federal banking agencies, including the OCC, issued a proposed rule to implement the final components of the Basel III Capital Rules. Among other things, the proposed rule would substantially change the existing calculation of risk-weighted assets and require banking organizations to use revised models for such calculations. While the proposed rule would not apply to FNB or FNBPA directly based upon our current asset size, many of the principles included in this proposed rulemaking could result in increased supervisory expectations and closer regulatory scrutiny for institutions that experience substantial growth. The federal banking agencies are likely to substantially revise and re-propose this rulerule, which may result in changes to capital and liquidity requirements that are currently applicable to us. Changes to present capital and liquidity requirements could restrict our activities and require us to maintain additional capital. Compliance with heightened capital standards may reduce our ability to generate or originate revenue-producing assets and thereby restrict revenue generation from banking and non-banking operations. If we fail to meet these minimum capital guidelines and other regulatory requirements, our financial condition would be materially and adversely affected.

In response to several large bank failures in the spring of 2023, the federal banking agencies have engaged in rulemaking that could increase compliance costs should we grow in excess of $50 billion in average total assets, including the FDIC adopting resolution planning requirements for IDIs with $50 billion or more in average total assets. While the FDIC has intended that it intends to revisit these requirements in 2026 and does not intend to impose these requirements on IDIs that become subject to them before a rule is finalized, it is uncertain how and to what extent the revisions to the FDIC’s rules would mitigate potential adverse impacts to FNBPA should its average total assets exceed $50 billion over four consecutive quarters.

•provide that a special meeting may only be called by shareholders holding not less than 25% of all votes entitled to be cast on each issue at the proposed special meeting; and

•require the vote of the holders of at least 75% of our voting shares for shareholder amendments to our By-laws; andBy-laws.

•inIn the case of a proposed business combination with a shareholder owning more than 10% or more of the voting shares of FNB,FNB (an "interested shareholder"), the vote of the holders of at least two-thirds of the voting shares not owned by such shareholder is required to approve the business combination,combination. unless it is approved by aA majority of FNB’sFNB's disinterested directors.directors have exclusive authority to determine whether a shareholder is an interested shareholder, the extent of such shareholder's beneficial ownership, whether any shareholder is an affiliate or associate of an interested shareholder, and whether any securities to be issued in the transaction exceed applicable fair market value thresholds.

We have experienced and may experience future increases in our FDIC insurance assessments due to the bank failures that occurredaffect inthe 2023.FDIC's insurance fund.

The losses incurred by the DIF in connection with the resolution of SIVBlarge andbank SBNYfailures are required by law to be recovered through one or more special assessments on depository institutions and, potentially, their holding companies if the FDIC determines such action to be appropriate and the Secretary of the UST concurs with the FDIC’s determination. OnFor Novemberexample, 16,special 2023,assessments were imposed in connection with the FDIC issued its final rule that would impose such special assessments. There is the possibility for the FDIC to impose a one-time shortfall special assessment. This will occur if the total amount collected by the FDIC special assessment does not meet the final loss amountsfailures of SIVB and SBNY after the termination of the receiverships.SBNY. FNBPA had uninsured deposits of $16.1 billion as of December 31, 2022, and we accruedrecognized and expensed an initial special assessment of $29.9 million basedand on$5.2 themillion assessmentin base2023 ofand $11.12024, billion,respectively. which excludes the first $5 billion of FNBPA’s uninsured deposits as ofOn December 31,16, 2022. During 2024,2025, the FDIC revised its loss estimate and projectedindicated that the special assessment would be collectedfully forrecovered in the eighth assessment quarter and issued an additionalinterim twofinal quartersrule beyondamending its initial eight-quarter collection period. As a result, FNBPA recognized an additionalthe special assessment chargeto ofreduce $5.2the special assessment rate for the eighth and final collection quarter, resulting in a $5.6 million reduction to the FDIC special assessment for FNBPA in 2024.2025. Any additional increase in our assessment fees could have a materially adverse effect on our results of operations and financial condition.

The CRA, ECOA, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The CRA requires the OCC, in connection with its examination of a national bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. All institutions insured by the FDIC must publicly disclose their rating. Our efforts to maintain a “Satisfactory” or better rating, including to comply with an October 2023 final rule that would revise the regulations implementing the CRA but is currently subject to a stay in federal court,rating may increase our costs.

Under the regulatory framework governing proposed business combinations, an institution’s compliance with the fair lending laws, whether the institution is subject to an open or pending enforcement action, and the institution's CRA rating are significant factors for the federal banking agencies in determining whether a proposed transaction is consistent with safe and sound banking principles. Further, the OCC's Policy Statement governing its review of proposed national bank merger transactions under the Bank Merger Act (BMA) provides that the OCC is unlikely to view a proposed merger transaction involving an acquirer with an open or pending fair lending enforcement action as being consistent with approval under the BMA unless the applicant has adequately addressed the underlying supervisory concerns. Although the Consent Orders constitute the resolution of open enforcement actions, under the OCC’s Policy Statement, ongoing compliance in a timely manner with the Consent Orders would be an important factor in the OCC’s evaluation of any proposed transaction we may present to the OCC for approval. The Consent Orders will be in effect for a minimum of five years, which term could be longer depending upon the extent and timing of the requisite loan subsidies that will be paid by FNBPA to qualified applicants. Accordingly, our ability to pursue strategic growth initiatives involving combinations with other banking organizations may be substantially limited. AsIn view of the OCC's reinstatement of the streamlined bank merger application and expedited review process, it is anticipated that future qualified bank acquisition transactions may be approved in a result,more should we pursue future bank acquisitions, we expect the bank regulatory approval process to be prolongedexpeditious and moretimely costly than we have experienced in the past, which restrictions could materially adversely affect our business, results of operation and financial condition.manner.

The Trumpcurrent AdministrationU.S. administration has commenced efforts to implement significant changes to the size and scope of the federal government and reform its operations to achieve stated goals that include reducing the federal budget deficit and national debt, improving the efficiency of government operations, and promoting innovation and economic growth. To date, these efforts have been carried out through a mix of executive actions aimed at eliminating or modifying federal agency and federal program funding, reducing the size of the federal workforce, reducing or altering the scope of activities conducted by, and possibly eliminating, various federal agencies and bureaus, and encouraging the use of artificial intelligenceAI and other advanced technologies within the public and private sectors. These changes,changes may have varied effects on the economy that are difficult to predict. For instance, the delivery of government services and the distribution of federal program funds and benefits may be disrupted or, in some cases, eliminated as a result of funding cuts or recasting of federal agency mandates. Further, a substantial reduction of the federal workforce or a prolonged federal government shutdown could adversely affect regional and local economies, both directly and indirectly, particularly in geographies with significant concentrations of federal employees and contractors. It is possible that such comprehensive changes to the federal government or federal government shutdowns may be materially adverse to the regional and local economies where we conduct business and to our customers, which could be materially adverse to our business, financial condition and results of operations.

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward‑looking statements are those that do not relate to historical facts and that are based on current assumptions, beliefs, estimates, expectations and projections, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements may relate to various matters, including our financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as “anticipates,” “assumes,” “believes,” “can,” “continues,” “could,” “enable,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “plans,” “positioned,” “potential,” “projects,” “remains,” “should,” “target,” “trend,” “will,” “would,” or similar words or expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements. You should not place undue reliance on forward-looking statements, as they are subject to risks and uncertainties, including, but not limited to, those described below. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make.

•changes in market interest ratesrates, U.S. federal government shutdowns and the unpredictability of monetary, tax and other policies of government agenciesagencies, including tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions;

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

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

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

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

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

Fair value represents the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date. We use significant and complex estimates, assumptions and judgments when certain assets and liabilities are required to be recorded at or adjusted to fair value. Where available, fair value and information used to record valuation adjustments for certain assets or liabilities is based on either quoted market prices or are provided by independent third-party sources, including appraisers and valuation specialists. When such third-party information is not available, we may estimate fair value by using cash flow and other financial modeling techniques. Our assumptions about what a market participant would use in pricing an asset or liability is developed based on the best information available inat the circumstances.time of measurement. These estimates are inherently subjective and can result in significant changes in the fair value estimates especially given fluctuations in interest rates over the life of the asset or liability. Assets and liabilities carried at fair value inherently result in a higher degree of financial statement volatility.

Inputs and assumptions used in estimating fair value includeincluded projected future cash flows, discount rates reflecting the risk inherent in future cash flows, long-term growth rates, anticipated cost savings and an evaluation of market comparables and recent transactions. Goodwill assessments are highly sensitive to economic projections and the related assumptions and estimates used by management. In the event of a prolonged economic downturn or deterioration in the economic outlook, interim quantitative assessments of our goodwill balance could be required in future periods. Any impairment charge would not directly affect our regulatory capital ratios, tangible common equity, tangible book value per share or liquidity position.

To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common shareholders, operating earnings per diluted common share, return on average tangible common equity, operating return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, operating non-interest income, operating non-interest expense, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators we use may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to assess their performance and trends.

FNB, headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. Our market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina; and Charleston, South Carolina. As of December 31, 2024,2025, we had 349355 branches throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington D.C. and Virginia. We provide a full range of commercial banking, consumer banking, insurance and wealth management solutions through our subsidiary network which is led by our largest affiliate, FNBPA. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and leaseequipment financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance.

•Net interest margin (FTE) (non-GAAP) decreasedincreased 2610 basis points to 3.09%3.19% from 3.35%.3.09%. The cost of funds decreased 23 basis points to 2.22% with the cost of interest-bearing deposits decreasing 31 basis points to 2.65%, short-term borrowings decreasing 71 basis points and long-term debt decreasing 19 basis points. These decreases more than offset the yield reduction on earning assets (non-GAAP) increasedby 4213 basis points to 5.42%.5.29%. However,The FOMC lowered the costtarget offederal funds increasedrate 72by 75 basis points toduring 2.45% with the costs of interest-bearing deposits increasing 83 basis points to 2.96%, short-term borrowings increasing 105 basis points and long-term debt increasing 24 basis points.2025.

•The ACLprovision onfor loanscredit and leaseslosses totaled $423$86.0 million at December 31, 2024,million, compared to $406$79.8 millionmillion, with the increase reflectingprimarily due to loan growth and net loancharge-off growth. The ratio of the ACL to total loans and leases was stable at 1.25%.activity.

•The dividend payoutefficiency ratio for(non-GAAP) 2024remained wasat 38.0%,a favorable level of 54.8%, compared to 36.5%.55.6%.

•Book value per common share of $17.52$18.92 increased 5.8%,8.0%, and tangible book value per common share (non-GAAP) of $10.49$11.87 increased $1.02,$1.38, or 10.8%.13.2%. AOCI reduced the tangible book value per common share (non-GAAP) by $0.47$0.18 as of December 31, 2024,2025, compared to $0.65$0.47 at the end of 2023,2024, primarily due to the impact of higherunrealized interest rateslosses on the fair value of AFS securities, partially offset by the 2024 securities repositioning.securities.

•The CET1 regulatory risk-based capital ratio was 10.58%a record of 11.36% at December 31, 2024,2025, benefiting from increased retained earnings growth, compared to 10.04%10.58% at December 31, 2023.2024.

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

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-monthsix-month periods ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2026 are not necessarily indicative of results expected for the full year.

You should treat forward-looking statements as speaking only as of the date they are made and based only on information then actually known to us. We do not undertake, and specifically disclaims any obligation,obligation to updateupdate, or revise any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

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 operatingfinancial 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”.

Net income for the firstsecond quarter of 2026 was $137.0$148.7 million, or $0.38$0.42 per diluted common share. Comparatively, firstsecond quarter of 2025 net income totaled $116.5$130.7 million, or $0.32$0.36 per diluted common share. 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$365.7 million, an increase of $35.4$18.5 million, or 10.9%,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 226 basis points to 3.25% from the year-ago quarter primarily driven by a decrease in cost of funds by 3127 basis points, partially offset by a decrease of 920 basis points in the yield on earning assets. The FOMC has lowered the target federal funds rate by 175 basis points since August 2024.

•Total revenue totaledequaled $450.3$462.7 million, a 9.4%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 $18.5$21.4 million, ana increasedecrease of 5.6%16.6% from the year-ago quarter, with net charge-offs of $15.9$17.0 million, or 0.18%0.19% annualized of total average loans, compared to $12.5$21.8 million, or 0.15%0.25% annualized, in the year-ago quarter, reflecting continued proactive management of the loan portfolio.

•Non-interestStrong non-interest income totaled $91.0$97.0 million, an increase of $3.2$6.0 million, or 3.7%,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.

•Non-interest expense totaled $257.9$253.2 million, an increase of $11.1$7.0 million, or 4.5%,2.9%, compared to the year-ago quarter.quarter, primarily due to increases in salaries and employee benefit costs, net occupancy and equipment expense and outside services expense.

•For the quarter ending MarchJune 31,30, 2026, average loans and leases totaled $34.9$35.5 billion, an increase of $849.4$1.0 million,billion, or 2.5%,2.9%, over the quarter ending MarchJune 31,30, 2025, primarily driven by average consumer loan growth of $1.1 billion,billion partiallymore offsetthan byoffsetting a slight decrease of $219.0$66.7 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-endtotal totalaverage consumer loans and average commercial loans and leases increased $198.2$362.6 millionmillion, or 10.5% annualized, and $136.0$238.6 million, respectively,or as4.6% loanannualized, activity began to accelerate late in the first quarter of 2026.respectively.

•Average deposits totaled $38.4$38.7 billion, an increase of $1.4$1.5 billion, or 3.8%,4.1%, from the year-ago quarter as thewith growth in average money market deposits of $1.0$727.3 billion,million, average interest-bearing demand deposits of $241.0$541.0 million andmillion, average non-interest-bearing demand deposits of $180.3$129.8 million more than offset the declines in average savings deposits of $42.0 million andmillion, average time deposits of $30.7$71.0 million.million and $65.4 million in average savings deposits.

•The loan-to-deposit ratio was 92.5% at June 30, 2026, compared to 90.3% at March 31, 2026, compared to 89.7% at December 31, 20252026 and 91.9% at MarchJune 31,30, 2025.

•The ratio of non-performing loans plus OREO to total loans and leases plus OREO increaseddecreased 3 basis points from the prior quarter to 0.34%. Compared to March 31, 2025, the ratio decreased 14 basis points.0.31%. Total delinquency decreasedwas 10.71%, a 3 basis point to 0.74%, compared to 0.75% at March 31, 2025, and increased 3 basis pointsdecline 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$447.3 million, an increase of $14.2$15.3 million compared to MarchJune 31,30, 2025, driven primarily by loan growth, with the ratio of the ACL to total loans and leases increasingremaining 1stable basisat point to 1.26%.1.25%.

•Tangible book value per common share (non-GAAP) of $12.06$12.24 increased 11.4%$1.10, or 9.9%, compared to June 30, 2025, and 1.5% compared to March 31, 2025, and 1.6% compared to December 31, 2025.2026. Reflecting the impact of unrealized losses on AFS securities.securities, AOCI reduced the tangible book value per common share (non-GAAP) by $0.24$0.29 as of MarchJune 31,30, 2026, compared to a reduction of $0.34$0.26 as of June 30, 2025, and $0.24 as of March 31, 2025, and $0.18 as of December 31, 2025.2026.

•The CET1 capital ratio was 11.4%, compared to 10.7%10.8% at MarchJune 31,30, 2025 and 11.4% at DecemberMarch 31, 2025.2026. The tangible common equity to tangible assets ratio (non-GAAP) was 8.9%, compared to 8.4%8.5% at MarchJune 31,30, 2025 and 8.9% at DecemberMarch 31, 2025.2026.

•During the firstsecond quarter of 2026, we repurchased $35$47 million, or 2.02.7 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.$17.46.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

Net income for the first three months ofended June 30, 2026 was $137.0$148.7 million, or $0.38$0.42 per diluted common share, compared to $116.5$130.7 million, or $0.32$0.36 per diluted common shareshare, for the first three months ofended June 30, 2025. On an operating basis, thereThere were no significant items impacting earnings for the firstsecond quarters of 2026 and 2025.

Net interest income on an FTE basis (non-GAAP) totaled $362.4$368.8 million, increasing $35.6$18.6 million, or 10.9%,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 226 basis points to 3.25%. The yield on earning assets (non-GAAP) decreased 920 basis points to 5.14%,5.13%, driven by a 1227 basis point decline in yields on loans to 5.56%,5.52%, partially offset by a 1316 basis point increase in yields on investment securities to 3.54%.3.62%. Total cost of funds decreased 3127 basis points to 2.01%,1.99%, with a 3650 basis point decrease in total borrowing costs to 4.21% and a 30 basis point decrease in interest-bearing deposit costs to 2.40% and a 57 basis point decrease in total borrowing costs.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 MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025:

(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.

The provisionProvision for credit losses on loans and leases was $18.4 million, compared to $17.5 million for the firstsecond three months of 2025. The first three monthsquarter of 2026 includeddeclined $4.4 million, or 17.3%, and reflected net charge-offs of $15.9$17.0 million, or 0.18%0.19% annualized of total average loans, compared to $12.5$21.8 million, or 0.15%0.25% annualized, in the firstsecond three monthsquarter of 2025, reflecting continued proactive management of the loan portfolio. TheFor ACLadditional information relating to the allowance and provision for credit losses, refer to the “Allowance for Credit Losses on loansLoans and leasesLeases” was $443.0 million, an increasesection of $14.2this million, with the ratio of the ACL to total loans and leases increasing 1 basis point to 1.26%.MD&A.

The breakdown of non-interest income for the three months ended MarchJune 31,30, 2026 and 2025 is presented in the following table:

Total non-interest income increased $3.2by $5.9 million, or 3.7%.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 significantthe individual non-interest income items are explained in the following paragraphs.

Wealth management revenues increased $0.6$1.6 million, or 2.8%,7.8%, as trust services income and securities commissions and fees and trust services income increased 3.5%7.0% and 1.8%,8.5%, respectively, through continued strong contributions across the geographic footprint.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 $1.5$1.1 million, or 27.8%,16.2%, reflecting solid contributionsrevenue from international banking income, customer interest rate derivatives and debt capital markets, swapand feesearly contributions from investment banking and internationalpublic banking income.finance.

Bank-ownedBank owned life insurance decreasedincome $1.2increased $1.5 million, or 23.2%,38.9%, due toreflecting higher life insurance claims in the year-ago quarter.claims.

The breakdown of non-interest expense for the three months ended MarchJune 31,30, 2026 and 2025 is presented in the following table:

Total non-interest expense of $257.9 million for the firstsecond three monthsquarter of 2026 increased $11.1$7.0 million, aor 4.5% increase2.9%, 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$2.4 million, or 11.1%,5.1%, primarily due to technology-related investments and higher occupancy costs, which included unusually high seasonal snow removal costs.

MarketingOutside decreasedservices $1.0increased $2.9 million, or 21.3%,11.6%, primarilydriven dueby tohigher thethird-party timinglegal ofand certainconsulting marketing campaigns.costs.

Income tax expense was higher for the threesecond monthsquarter endedof March 31, 2026,2026 primarily due to higher pre-tax income.income, offset by higher deduction levels from employee stock compensation vesting and higher bank-owned life insurance claims.